**Exhibit
      10.33**











**STOCK
      PURCHASE AGREEMENT**





By
      and
      Between





**CONSOLIDATED
      EDISON, INC.**





**and**





**RCN
      CORPORATION**





**Dated
      as of** **December** **5, 2005**





**TABLE
      OF CONTENTS**





**Page**ARTICLE
                I DEFINITIONS1Section
                1.1   Definitions.
            1ARTICLE
                II
            15Section
                2.1   Purchase of Shares.
            15Section
                2.2   Deposit
            16ARTICLE
                III
            16Section
                3.1   Closing.
            16Section
                3.2   Closing Deliveries.
            17Section
                3.3   Purchase Price Adjustments.
            17ARTICLE
                IV
            22Section
                4.1   Organization and Related Matters.
            22Section
                4.2   Subsidiaries.
            22Section
                4.3   Authority; No Violation.
            23Section
                4.4   Consents and Approvals.
            24Section
                4.5   Stock Ownership.
            25Section
                4.6   Financial Statements.
            26Section
                4.7   No Other Broker.
            27Section
                4.8   Legal Proceedings
            27Section
                4.9   No Undisclosed Liabilities
            28Section
                4.10 Compliance with Applicable Law.
            28Section
                4.11 Absence of Certain Changes.
            28Section
                4.12 Technology and Intellectual Property.
            31Section
                4.13 ERISA; Benefit Plans.
            32Section
                4.14 Taxes
            36Section
                4.15 Contracts.
            39Section
                4.16 Title to Assets.
            41Section
                4.17 Transactions with Certain Persons.
            41Section
                4.18 Environmental Laws
            42Section
                4.19 Insurance Coverage
            42Section
                4.20 Real Property.
            43Section
                4.21 Receivables
            44Section
                4.22 Labor and Employee Relations.
            44Section
                4.23 Certain Employees.
            45Section
                4.24 Tangible Properties
            45Section
                4.25 Banks, Brokers and Proxies.
            46ARTICLE
                V REPRESENTATIONS AND WARRANTIES OF BUYER
            47Section
                5.1   Organization and Related Matters
            47Section
                5.2   Authority; No Violation.
            47Section
                5.3   Consents and Approvals
            48Section
                5.4   Legal Proceedings
            48Section
                5.5   Investment Intent of Buyer
            49Section
                5.6   No Other Broker
            49Section
                5.7   Financing
            49




i


Section
                5.8   Amendment of Buyer's Credit Facility
            49ARTICLE
                VI COVENANTS
            50Section
                6.1   Conduct of Business
            50Section
                6.2   Public Announcements
            52Section
                6.3   Expenses
            52Section
                6.4   Access; Certain Communications
            52Section
                6.5   Regulatory Matters; Third Party Consents.
            54Section
                6.6   Further Assurances
            56Section
                6.7   Notification of Certain Matters
            56Section
                6.8   Updated Schedules
            56Section
                6.9   Access To Records After Closing Date.
            57Section
                6.10Employee
                Benefits.
            58Section
                6.11 No Solicitations
            68Section
                6.12 Change In Name of Company and Subsidiaries; No Transfer Of Rights
                to
                Names of Seller, Seller Affiliates Or Predecessors.
            68Section
                6.13 Retained Liability For Certain Litigation
            69Section
                6.14 Release of Indemnity Obligations
            71Section
                6.15 Non-Competition; Confidentiality
            71Section
                6.16 Cooperation
            74Section
                6.17 Security and Reimbursement Obligations.
            74Section
                6.18 Insurance
            75Section
                6.19Discharge
                of Certain Inter-Con Edison Company Obligations
            75Section
                6.20 Seller's Post-Closing Reimbursement Obligations for MPLS Enhancement
                Project
            76Section
                6.21 Replacement Software Licenses
            76ARTICLE
                VII TAX MATTERS
            77Section
                7.1   Indemnity
            77Section
                7.2   Tax Allocation Agreement Payments
            79Section
                7.3   Returns and Payments
            79Section
                7.4   Refunds
            81Section
                7.5   Contests.
            81Section
                7.6   Section 338(h)(10) Election
            82Section
                7.7   Time of Payment
            83Section
                7.8   Cooperation and Exchange of Information
            84Section
                7.9   Conveyance Taxes
            84Section
                7.10 Miscellaneous
            85ARTICLE
                VIII CONDITIONS TO CLOSING
            85Section
                8.1   Conditions to Buyer’s Obligations
            85Section
                8.2   Conditions to Seller’s Obligations
            88Section
                8.3   Mutual Condition
            90ARTICLE
                IX SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS;
                INDEMNIFICATION90Section
                9.1   Survival.
            90Section
                9.2   Obligation of Seller to Indemnify.
            91Section
                9.3   Obligation of Buyer to Indemnify.
            91




ii


Section
                9.4   Notice and Opportunity to Defend Against Third Party
                Claims.
            92Section
                9.5   Tax Indemnification
            93Section
                9.6   Certain Litigation Indemnification.
            93Section
                9.7Reimbursement
                for Pre-Closing Unnecessary Lease Rents.
            93Section
                9.8Limits
                on Indemnification
            94ARTICLE
                X TERMINATION
            95Section
                10.1 Termination
            95Section
                10.2 Obligations upon Termination.
            96ARTICLE
                XI MISCELLANEOUS
            96Section
                11.1 Amendment
            96Section
                11.2 Entire Agreement.
            96Section
                11.3 Interpretation
            97Section
                11.4 Severability
            97Section
                11.5 Notices
            98Section
                11.6 Binding Effect; Persons Benefiting; No Assignment
            99Section
                11.7 Counterparts
            99Section
                11.8 No Prejudice
            99Section
                11.9 Governing Law
            99Section
                11.10 Limited Liability.
            99Section
                11.11 Jurisdiction and Enforcement.
            99Section
                11.12 WAIVER OF TRIAL BY JURY.
            100




iii


**SCHEDULES**





Schedule
                1.1(a)
            SubsidiariesSchedule
                1.1(b)
            [Intentionally
                Omitted]Schedule
                1.1(c)
            Required
                CapitalExpendituresAmountSchedule
                1.1(d)
            Working
                CapitalSchedule
                1.1(e)
            55
                Broad Street Security AgreementSchedule
                1.1(f)
            111
                Eighth Avenue Security AgreementSchedule
                1.1(g)
            Rider
                X Security AgreementSchedule
                1.1(h)
            Excluded
                ConsentsSchedule
                4.1(c)
            Minute
                BooksSchedule
                4.2
            Subsidiary
                InformationSchedule
                4.3(b)
            No
                Violation, Conflicts or BreachesSchedule
                4.4
            Seller’s
                Consents and ApprovalsSchedule
                4.5
            Stock
                OwnershipSchedule
                4.6
            Financial
                StatementsSchedule
                4.8
            Legal
                ProceedingsSchedule
                4.9
            Undisclosed
                LiabilitiesSchedule
                4.10
            Compliance
                with Applicable LawSchedule
                4.11
            Absence
                of Certain ChangesSchedule
                4.12
            Intellectual
                PropertySchedule
                4.13(a)
            Seller’s
                Benefit PlansSchedule
                4.13(b)
            Company
                Employee PlansSchedule
                4.13(c)
            Other
                DisclosureSchedule
                4.14
            TaxesSchedule
                4.15(d)
            Seller-Provided
                IndebtednessSchedule
                4.16
            Title
                to AssetsSchedule4.17
            Transactions
                with Certain PersonsSchedule
                4.18
            Environmental
                LawsSchedule4.20(b)
            LeasesSchedule
                4.20(c)
            Necessary
                LeasesSchedule
                4.20(d)
            Unnecessary
                LeasesSchedule4.22
            Employee
                RelationsSchedule
                4.23
            EmployeesSchedule
                4.24(a)
            Network
                FacilitiesSchedule
                4.25
            Banks,
                Brokers and ProxiesSchedule
                5.3
            Buyer’s
                Consents and ApprovalsSchedule
                6.14
            Form
                of ReleaseSchedule
                6.17
            Retained
                Seller-Provided IndebtednessSchedule
                8.1(d)
            Good
                Standing CertificatesSchedule
                8.1(h)
            Form
                of Opinion of Seller’s CounselSchedule
                8.1(i)
            Form
                of Agreement with the City of New YorkSchedule
                8.2(f)
            Form
                of Opinion of Buyer’s Counsel




iv


**STOCK
      PURCHASE AGREEMENT**








STOCK
      PURCHASE AGREEMENT, dated as of December 5 ,
      2005,
      by and between CONSOLIDATED EDISON, INC., a New York corporation (“Seller”), and
      RCN Corporation, a Delaware corporation (“Buyer”).





RECITALS





WHEREAS,
      Seller is the owner of fifty million (50,000,000) shares (the “Shares”) of the
      common stock of Consolidated Edison Communications Holding Company, Inc., a
      New
      York corporation (the “Company”), which shares constitute all of the issued and
      outstanding shares of the Company’s capital stock as of the date hereof;
      and





WHEREAS,
      Seller desires to sell, and Buyer desires to purchase, the Shares, upon the
      terms and subject to the conditions set forth herein.





NOW
      THEREFORE, in consideration of the mutual covenants, representations, warranties
      and agreements contained herein, and of other good and valuable consideration,
      the receipt and sufficiency of which are hereby acknowledged, and intending
      to
      be bound hereby, the parties agree as follows:





**ARTICLE** **I**


**DEFINITIONS**




Section
      1.1 Definitions. For
      all purposes of this Agreement, the following terms shall have the respective
      meanings set forth in this Section 1.1 (such definitions to be equally
      applicable to both the singular and plural forms of the terms herein
      defined):





“55
      Broad
      Street Security Agreement” means the Agreement in the form attached hereto as
      Schedule 1.1(e).





“111
      Eighth Avenue Security Agreement” means the Agreement in the form attached
      hereto as Schedule 1.1(f).





“2005
      Plans” has the meaning set forth in Section 6.10(h).








“2006
      Plans” has the meaning set forth in Section 6.10(h).





“Accounts
      Receivable List” has the meaning set forth in Section 4.21.





“Acquisition
      Proposal” means any inquiry, proposal or offer from any Person (other than Buyer
      or any of its Affiliates) relating to any merger, consolidation,
      recapitalization, liquidation or other direct or indirect business combination
      or reorganization involving the Company or any Subsidiary, the sale, transfer,
      lease, exchange, license or other disposition of all or substantially all of
      the
      assets of the Company or any Subsidiary, or any other similar
      transaction, the
      consummation of which could reasonably be expected to impede, interfere with,
      prevent or materially delay the consummation
      of the transactions contemplated by this Agreement or which
      could reasonably
      be expected to diminish
      significantly the
      benefits to Buyer or its
      Affiliates of the
      transactions contemplated hereby .





“Adjustment
      Indebtedness” means (a) all indebtedness of the Company or any Subsidiary for
      borrowed money; (b) to the extent not otherwise included in (a)
      above, all
      obligations of the Company or any Subsidiary evidenced by notes, bonds,
      debentures or other similar instruments; and (c) to the extent not otherwise
      included in (a) or (b) above, Capital Expenditure Indebtedness; in the case
      of
      any of (a), (b) or (c) above other than (i)
      any
      such indebtedness or obligations approved by the prior written consent of
      Buyer , (ii) any
      Seller-Provided Indebtedness and
      (iii) any indebtedness of the Company or any Subsidiary that is required to
      be
      released and/or discharged pursuant to Section 6.19.





“Affiliate”
      means, with respect to any Person, any other Person who directly or indirectly
      controls, is controlled by or is under common control with such Person. The
      term
“control”, for the purposes of this definition, means the power to direct or
      cause the direction of the management or policies of the controlled
      Person.





“Affiliated
      Group” has the meaning set forth in Section 4.14(a).


2





“ Agreement”
      means this Stock Purchase Agreement, as it may hereafter be amended from time
      to
      time, together with the Schedules hereto, the Accounts Receivable List, the
      Company Employee List, the Contracts List, the Insurance and Bond List and
      the
      Stock Options List, as they may hereafter be amended or updated from time to
      time in accordance with the terms hereof.





“Allocation”
      has the meaning set forth in Section 7.6(b).





“Amendment
      to Credit Facility” has the meaning set forth in Section 5.8.





“Applicable
      Insurance Policies” has the meaning set forth in Section 6.18.





“Asserted
      Liability” has the meaning set forth in Section 9.4(a).





“Benefit
      Plans” has the meaning set forth in Section 4.13(b).





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





“Buyer”
      has the meaning set forth in the first paragraph of this Agreement.





“Buyer’s
      Lenders” means the various lenders party to the Credit Facility as well as
      Deutsche Bank AG Cayman Islands Branch, as Administrative Agent for such
      lenders.





“Buyer
      Objection Notice” has the meaning set forth in Section
      3.3(f)(ii)(A).





“Buyer
      Objection Period” has the meaning set forth in Section
      3.3(f)(ii)(A).





“Buyer’s
      Benefit Plans” has the meaning set forth in Section 6.10(e).





“Buyer’s
      Severance Plan” has the meaning set forth in Section 6.10(c).





“Buyer
      Transaction Documents” has the meaning set forth in Section
      5.2(a).


3





“CapEx
      Interim Period” has the meaning set forth in
      Section 3.3(a)(i).





“Capital
      Expenditure Commitment” means any commitment
      entered into with a third party with respect to Capital Expenditures to be
      made
      by the Company or any of the Subsidiaries at any time after the date hereof; provided , however ,
      that,
      for the avoidance of doubt, the parties acknowledge and agree that the term
      Capital Expenditure Commitment shall not include any commitments with respect
      to
      Capital Expenditures to be made after the date hereof that were entered into
      by
      the Company or any Subsidiary on
      or prior to
      the date hereof.





“Capital
      Expenditure Commitment Budget” means (i) with respect to the calendar month of
      March, 2006, $650,000 and (ii) with respect to any calendar month
      thereafter ,
      $650,000 increased by the Capital Expenditure Commitment Budget Adjustment
      for
      such calendar month (if such Capital Expenditure Commitment
      Budget Adjustment is a positive number) or decreased by
      the absolute value of the Capital Expenditure Commitment Budget Adjustment
      for such calendar month (if such Capital Expenditure Commitment Budget
      Adjustment  is
      a
      negative number); provided , however ,
      that in
      no event shall the Capital Expenditure Commitment Budget for any calendar month
      after March, 2006 be less than $50,000.





“Capital
      Expenditure Commitment Budget Adjustment” means, with respect to any calendar
      month, the difference between (i) the
      Capital Expenditure Commitment Budget for the preceding calendar month
      and (ii) the
      aggregate Capital Expenditure Commitments entered into in the preceding calendar
      month.





“Capital Expenditure
      Indebtedness” means any indebtedness or obligations incurred by the Company or
      any Subsidiary for the purpose of financing any Capital
      Expenditures.





“Capital Expenditures”
      means expenditures qualifying as capital expenditures pursuant to generally
      accepted accounting principles as used in the United States of America as in
      effect at the time of the expenditure, regardless
      of whether such expenditures are funded by Capital Expenditure Indebtedness,
      but excluding  (i) any
      payroll expenses or employee wages and benefits in respect of Company Employees that
      are
      capitalized or otherwise included in capital expenditures and (ii)
      any expenditures that are MPLS Enhancement Project Capital
      Expenditures . Notwithstanding the foregoing, solely for purposes of the definition of Capital
      Expenditure Commitment and the last two sentences of Section 6.1 (a) hereof,
      the term “Capital Expenditures” shall include payroll expenses and employee
      wages and benefits in respect of Company Employees that are capitalized or
      otherwise included in capital expenditures.


4





“CECI”
      has the meaning set forth in Section 4.23.





“ CECLLC ”
has
      the
      meaning set forth in Section 4.15(f).





“CECONY”
      means Consolidated Edison Company of New York, Inc.





“CFO”
      means the Chief Financial Officer or the successor to such officer’s
      responsibilities.





“Claims
      Notice” has the meaning set forth in Section 9.4(a).





“Closing”
      has the meaning set forth in Section 3.1.





“Closing
      Date” has the meaning set forth in Section 3.1.





“Closing
      Purchase Price Payment” has
      the
      meaning set forth in Section 3.2(c).





“COBRA”
      means Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985
      as
      codified under Section 4980B of the Code (as amended) and Title I part 6 of
      ERISA regulations thereunder.





“Code”
      means the Internal Revenue Code of 1986, as amended from time to time, or any
      successor statute.





“Company”
      has the meaning set forth in the Recitals of this Agreement.





“Company
      CIC Plan” has the meaning set forth in Section 6.10(d).





“Company
      CIC Plan Disputed Claim” has the meaning set forth in Schedule
      4.8.


5





“Company
      Contract Parties” has the meaning set forth in Section 6.12(a).





“Company
      Employee List” has the meaning set forth in Section 6.10(j).





“Company
      Employee” means an employee of the Company or any Subsidiary other than JoAnn F.
      Ryan and
      David W. Robinson .





“Company
      Employee Plans” has the meaning set forth in Section 4.13(b).





“Company
      GAAP Financial Statements” has the meaning set forth in Section
      4.6(a).





“Company
      Key Employee CIC Plan” has the meaning set forth in Section
      6.10(d).





“Company
      Option Plan” means the Consolidated Edison Communications, Inc. Long Term Stock
      Incentive Plan as amended to express the application of such plan to the Company
      and to shares of capital stock of the Company (including with respect to stock
      options previously granted under such plan).





“Company
      Retention Pay Program” has the meaning set forth in Section
      6.10(d).





“Company
      Retention Pay Program Participants” has the meaning set forth in Section
      6.10(d).





“Confidentiality
      Agreement” means that certain agreement dated June 28, 2005, between Buyer and
      Seller, as such agreement may be amended from time to time.





“Consolidated
      Return” has the meaning set forth in Section 7.3(a).





“Contest”
      has the meaning set forth in Section 7.5(a).





“Contracts”
      has the meaning set forth in Section 4.15(a).





“Contracts
      List” has the meaning set forth in Section 4.15(a).


6





“Credit
      Facility” has the meaning set forth in Section 5.8.





“CSS”
      means Competitive
      Shared Services, Inc.





“Deposit”
      has the meaning set forth in Section 2.2.





“Downward
      Capital Expenditure Adjustment” has the meaning set forth in Section
      3.3(a)(ii).





“Downward
      Working Capital Adjustment” has the meaning set forth in Section
      3.3( d )(ii).


“ Elections ”
has
      the
      meaning set forth in Section 7.6(a).





“Encumbrance”
      means any lien, pledge, security interest, claim, easement or other encumbrance; provided , however ,
      that
      this definition of “Encumbrance” shall not include: (a) with respect to all
      property other than the Shares,(i) liens for current Taxes not
      yet
      due and payable, including liens
      for nondelinquent ad valorem Taxes and nondelinquent statutory liens arising
      other than by reason of any default on the part of Seller, the Company or any
      Subsidiary for which appropriate reserves have been established and are
      reflected on the relevant financial statements, (ii) such liens, minor
      imperfections of title or easements on real property, leasehold estates or
      personalty as do not detract from the value thereof in a material respect and
      do
      not interfere in a material respect with the present use of the property subject
      thereto, and (iii) materialmen’s, mechanics’, workmen’s, repairmen’s,
      employees’, carriers’, warehousemen’s and other like liens arising in the
      ordinary course of business or relating to any construction, rebuilding or
      repair of any property leased pursuant to any lease agreement, so long as any
      such lien does not materially impair the value of such leased property; and
      (b)
      with respect to the Shares only, any lien,
      pledge, security interest, claim, easement  or other encumbrance (i) arising as a
      result of any action taken by Buyer or any of its Affiliates, and (ii) imposed
      upon the transfer of the Shares by any registration provision of the Securities
      Act of 1933, as amended, or any applicable state securities or other law
      regulating the disposition of the Shares.


7





“Environmental
      Laws” means any applicable
      law relating to the control of any pollutant or hazardous material, the
      protection of the environment or the effect of the environment on human
      health ,
      including the Comprehensive Environmental Response, Compensation and Liability
      Act of 1980
      as amended.





“Environmental
      Permits” means all permits, approvals, licenses
      and other authorizations required under any Environmental Law .





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





“ERISA
      Affiliates” has the meaning set forth in Section 4.13(a).





“Estimated
      Adjustment Amount” has the meaning set forth in Section 3.3( f )(i)(A).





“Excluded
      Consents” means the filings, notifications, authorizations, consents and
      approvals listed in Schedule 1.1(h).





“Final
      Adjustment Amount” means the
      amount of the Interim Adjustment Amount after adjustment to take into account
      the resolution of any portion thereof that was disputed and then agreed upon
      by
      Buyer and Seller or determined by the Independent Accounting Firm.





“Franchise
      Fees” has the meaning set forth in Section 7.1 (b)(i).





“GAAP”
      means generally accepted accounting principles as used in the United States
      of
      America as in effect at the time any applicable financial statements were
      prepared or any act requiring the application of GAAP was
      performed.





“Governmental
      Authority” means any nation or government, any state or other political
      subdivision thereof, or any entity exercising executive, legislative, judicial,
      regulatory or administrative functions of or pertaining to
      government.





8




“Indebtedness”
      means, with respect to any Person, (a) all indebtedness of such Person, whether
      or not contingent, for borrowed money, (b) all obligations of such Person
      evidenced by notes, bonds, debentures or other similar instruments, (c) all
      indebtedness created or arising under any conditional sale agreement with
      respect to any property acquired by such Person, (d) all obligations of such
      Person as lessee under leases that have been or should be, in accordance with
      GAAP, recorded as capital leases, (e) all obligations, contingent or otherwise,
      of such Person under banker’s acceptances, letters of credit or similar
      facilities, and (f) all Indebtedness of others referred to in clauses (a)
      through (e) above guaranteed directly or indirectly in any manner by such
      Person. For the avoidance of doubt, “Indebtedness” with respect to the Company
      or any Subsidiary shall include Capital Expenditure Indebtedness and Adjustment
      Indebtedness, but shall not include any Seller-Provided Indebtedness or any
      direct or indirect, express or implied, guarantee of, or obligation of
      reimbursement relating to, any Seller-Provided Indebtedness, or any indebtedness
      of the Company or any Subsidiary that is required to be released and/or
      discharged pursuant to Section 6.19.




“Indebtedness
      Adjustment” has the meaning set forth in Section 3.3( c ).





“Indemnifying
      Party” has the meaning set forth in Section 9.4(a).





“Indemnitee”
      has the meaning set forth in Section 9.4(a).





“Independent
      Accounting Firm” means an independent accounting firm of national reputation
      that is selected by Seller and Buyer or, if Seller and Buyer cannot agree within
      five (5) days after Seller’s receipt of a Buyer Objection Notice, then by
      Seller’s and Buyer’s respective accounting firms; provided , however ,
      that if
      Seller’s and Buyer’s respective accounting firms cannot agree on an independent
      accounting firm within five (5) days after such decision is referred to them
      for
      determination, then the independent accounting firm shall be selected by the
      American Arbitration Association pursuant
      to the then effective and applicable rules of the American Arbitration
      Association (with Seller and Buyer sharing equally the cost of such selection
      process) .





“Insurance
      and Bond List” has the meaning set forth in Section 4.19.


9





“Intellectual
      Property Asset” has the meaning set forth in Section 4.12(a).





“Interim
      Adjustment Amount” has the meaning set forth in Section 3.3( f )(ii)(A).





“Interim
      Adjustment Date” has the meaning set forth in Section 3.3( f )(ii)(B).





“Interim
      Financial Statements” has the meaning set forth in Section 4.6(a).





“Interim
      Period” means the period from the date of this Agreement to and including the
      Closing Date.





“IRS”
      means the Internal Revenue Service.





“IRUs”
      has the meaning set forth in Section 4.11(e).





“Leases”
      has the meaning set forth in Section 4.20(b).





“Loss”
      means any and all claims, losses, liabilities, and  damages  and costs
      and
      expenses (including reasonable attorney’s fees and
      expenses) related
      thereto .





“Mastec
      Litigation” has the meaning set forth in Section 6.13.





“Material
      Adverse Effect” means a material adverse effect on the operations or condition
      (financial or otherwise) of the Company and the Subsidiaries, taken as a whole; provided , however ,
      to the
      extent such effect results from any of the following, such effect shall not
      be
      considered a Material Adverse Effect:(i) general conditions applicable to the
      economy of the United States or elsewhere, including changes in interest rates
      and changes in the stock or other financial markets; (ii) conditions generally
      affecting the telecommunications industry; or (iii) conditions or effects
      resulting from or relating to the announcement or the existence or terms of
      this
      Agreement or the consummation of the transactions contemplated
      hereby .





“MPLS
      Enhancement Project” means the project under which an IP MPLS Core is being
      introduced into the Company’s/the Subsidiaries’ existing Ethernet data network
      infrastructure.


10





“MPLS
      Enhancement Project Adjustment” has the meaning set forth in Section
      3.3(b).





“MPLS
      Enhancement Project Adjustment Cap” means $1,250,000.





“MPLS
      Enhancement Project Capital Expenditures” means expenditures in respect of the
      MPLS Enhancement Project that qualify as capital expenditures pursuant to GAAP,
      regardless of whether such expenditures are funded by Capital Expenditure
      Indebtedness, but excluding any payroll expenses or employee wages and benefits
      in respect of Company Employees that are capitalized or otherwise included
      in
      capital expenditures.





“MPLS
      Enhancement Project Overall Cap” means $2,500,000.





“Necessary
      Leases” has the meaning set forth in Section 4.20(c).





“Net
      Non-Disputed Adjustment Amount” means the net adjustment made to the Purchase
      Price in connection with the Non-Disputed Initial Adjustment Amount and the
      Non-Disputed Interim Adjustment Amount.





“Network
      Facilities” has the meaning set forth in Section 4.24.





“Network
      Maps” has the meaning set forth in Section 4.24.





“Non-Disputed
      Initial Adjustment Amount” has the meaning set forth in Section 3.3( f )(i)(B).





“Non-Disputed
      Interim Adjustment Amount” has the meaning set forth in Section 3.3( f )(ii)(B).





“Permits”
      has the meaning set forth in Section 4.10(a).





“Person”
      means any individual, corporation, company, partnership (limited or general),
      joint venture, limited liability company, association, trust or other
      entity.


11





“Port
      Authority” has the meaning set forth in Section 4.15(f).





“Port
      Authority Lease” has the meaning set forth in Section 4.15(f).





“Post-Closing
      Adjustment Certificate” has the meaning set forth in Section 3.3( f )(ii)(A).





“Power
      Line Communications” has the meaning set forth in Section 6.15(a).





“Pre-Closing
      Adjustment Certificate” has the meaning set forth in Section 3.3( f )(i)(A).





“Pre-Closing
      Unnecessary Lease Rents” has the meaning set forth in Section 9.7.





“Purchase
      Price” has the meaning set forth in Section 2.1.





“Release”
      has the meaning set forth in Section 6.14.





“Replaced
      Seller-Provided Indebtedness” has the meaning set forth in Section
      6.17.





“Replacement
      Software Licenses” has the meaning set forth in Section 6.21.





“Required
      Capital Expenditures Amount” means the amount of Capital Expenditures determined
      in accordance with Schedule 1.1(c) hereto.





“Restricted
      Area” means the following
      geographic areas: the City of New York, Westchester County in the State of
      New
      York, Hudson County in the State of New Jersey, Fairfield County in the State
      of
      Connecticut and any other county in the State of New York, New Jersey,
      Connecticut or any other State in which (a) customer premises receiving
      Restricted Business services from the Company or any Subsidiary as of the
      Closing Date are located and (b) either (i) Network Facilities owned by the
      Company or any Subsidiary are located as of the Closing Date or (ii) Network
      Facilities used by the Company or any Subsidiary pursuant to an agreement for
      IRUs entered into by the Company or any Subsidiary are located as of the Closing
      Date.


12





“Restricted
      Business” means the telecommunications services business of the Company and the
      Subsidiaries as conducted on the Closing Date, including voice and data
      transport services, dark fiber and other SONET and ethernet lit and dark
      services.





“Restricted
      Parties” has the meaning set forth in Section 6.15(a).





“Restricted
      Period” has the meaning set forth in Section 6.15(a).





“Retained
      Seller-Provided Indebtedness” has the meaning set forth in Section
      6.17.





“Rider
      X
      Security Agreement” means the Agreement in the form attached hereto as Schedule
      1.1(g).





“SEC”
      means the Securities and Exchange Commission.





“Security
      Agreements” means, collectively, the 55 Broad Street Security Agreement, the 111
      Eighth Avenue Security Agreement and the Rider X Security
      Agreement.





“Seller”
      has the meaning set forth in the first paragraph of this Agreement.





“Seller-Provided
      Indebtedness” means all guarantees,
      letters of credit and other security issued, granted, furnished or obtained
      by Seller
      or
      any of its Affiliates (other than the Company or any Subsidiary) on behalf
      of or
      for the benefit of the Company or any of the Subsidiaries.





“Seller
      Representatives” has the meaning set forth in Section 6.11.





“Seller’s
      Benefit Plans” has the meaning set forth in Section 4.13(a).





“Seller
      Transaction Documents” has the meaning set forth in Section 4.3(a).





“Shares”
      has the meaning set forth in the Recitals of this Agreement.


13





“Stock
      Options List” has the meaning set forth in Section 4.5.





“ Subsidiaries ” or
“Subsidiary” means (a) as of the date hereof, the Persons or a Person, as the
      case may be, listed in Section I of Schedule 1.1(a) and (b) as of the Closing
      Date, the Persons or a Person, as the case may be, listed in Section II of
      Schedule 1.1(a).





“ Tax”
      means all taxes, charges, fees, surcharges (including the federal Universal
      Service Fund charges and surcharges, the New York State Targeted Accessibility
      Fund charges and surcharges and any other regulatory charge or surcharge that
      may be imposed by any Governmental Authority) and levies based upon gross or
      net
      income, gross receipts, franchises, premiums, profits, sales, use, value added,
      transfer, employment or payroll, including any ad
      valorem, environmental, excise, license, occupation, property, severance, stamp,
      withholding, or windfall profit tax, any custom duty or other tax, together
      with
      any interest credit or charge, penalty, addition to tax or additional amount
      imposed by or payable to any Taxing Authority.





“Tax
      Allocation Agreement” means the Amended and Restated Tax Sharing Agreement,
      dated February 24, 2004, by and among Seller and the Company (including all
      of
      its subsidiaries that would be considered members of its affiliated group of
      corporations).





“Tax
      Return” means , with
      respect to any corporation or group of corporations, all reports, estimates,
      extension requests, information statements and returns relating to, or required
      to be filed in connection with, any payment of any Tax.





“Taxing
      Authority” means the IRS and any
      other domestic or foreign Governmental Authority responsible for the
      administration of any Tax.





“ Treasury
      Regulations ” means
      regulations promulgated by the United States Department of the Treasury (or
      its
      successor).





“Unnecessary
      Leases” has the meaning set forth in Section 4.20(d).


14





“Unnecessary
      Software List” has the meaning set forth in Section 6.21.





“Updated
      Schedules” has the meaning set forth in Section 6.8.





“Upward
      Capital Expenditure Adjustment” has the meaning set forth in Section
      3.3(a)(i).





“Upward
      Working Capital Adjustment” has the meaning set forth in Section
      3.3( d )(i).





“Vacation
      Adjustment” has the meaning set forth in Section 3.3( e).





“Vacation
      Adjustment Amount” means, for each Company Employee as of 12:01 a.m. on the day
      immediately following the Closing Date, the product of (a) the sum of (i) the
      number of accrued, paid vacation days that such Company Employee was entitled
      to
      received in calendar year 2005 but that such Company Employee did not use or
      was
      not otherwise paid for by the Company or any Subsidiary prior to the Closing
      and
      that, in accordance with the applicable vacation policy of the Company and/or
      the Subsidiaries, such Company Employee is permitted to carry over to 2006, minus (ii)
      five (5), and (b) the Company Employee’s annual base salary divided by
      264.





“Wire
      Transfer” means a payment in immediately available funds by wire transfer in
      lawful money of the United States of America to such account or accounts as
      shall have been designated by notice to the paying party.





“WTC
      Site
      Cases” has the meaning set forth in Schedule 4.8 to this
      Agreement.





“Working
      Capital” means the working capital of the Company and the Subsidiaries as
      calculated in accordance with Schedule 1.1(d) hereto.





**ARTICLE
      II**


**PURCHASE
      OF SHARES**




Section
      2.1 Purchase
      of Shares .  Upon
      the
      terms and subject to the conditions set forth in this Agreement, at the Closing
      Seller shall sell to Buyer, and Buyer shall purchase from Seller, subject to
      Section 3.3 below, the Shares for an aggregate amount equal to Thirty-Two
      Million Dollars ($32,000,000) (the “Purchase Price”).


15





Section 2.2 Deposit .  Simultaneously
      with the execution of this Agreement, Buyer shall deliver by Wire Transfer
      to
      Seller an earnest money deposit in the sum of Two Million Dollars ($2,000,000)
      (the “Deposit”). The Deposit is non-refundable regardless of the termination of
      this Agreement, except that Buyer shall be entitled to the return of the Deposit
      if (a) Buyer terminates this Agreement pursuant to Section 10.1(a)(ii) or
      10.1(a)(iii) (provided the failure of the applicable condition(s) or
      the
      non-occurrence of the Closing, as applicable, giving
      rise to Buyer’s right to terminate under either such Section is not
      in any manner due to Buyer’s failure to fulfill any obligation under or breach
      of this Agreement, including an inability of Buyer to obtain financing or
      funding for the payment of the Purchase Price or any
      other financial- or security-related obligation )
      or (b)
      Seller terminates this Agreement pursuant to Section 10.1(a)(ii) or 10.1(a)(iii)
      based upon the failure of a condition or a failure to close, respectively,
      that
      is not in any manner due to Buyer’s failure to fulfill any obligation under or
      breach of this Agreement, including an inability of Buyer to obtain financing
      or
      funding for the payment of the Purchase Price **** or any
      other financial- or security-related obligation. In the event the Closing
      occurs, the Deposit shall be applied as a credit against the Closing Purchase
      Price Payment payable at Closing pursuant to Section 3.2(c).




**ARTICLE
      III** ****


**THE
      CLOSING**




Section
      3.1 Closing. Upon
      the terms and subject to the conditions of this Agreement, the closing of the
      purchase and sale of the Shares (the “Closing”) shall be at 10:00 A.M. local
      time at the offices of Seller located at 4 Irving Place, New York, New York
      10003, on the third Business Day following the date on which all of the
      conditions set forth in Article VIII (other than those conditions designating
      instruments, certificates or other documents to be delivered at the Closing)
      shall have been satisfied or waived, or such other location, date and time
      as
      Buyer and Seller shall agree upon in writing. The date upon which Closing
      actually occurs is hereinafter referred to as the “Closing Date” and the Closing
      shall be effective for all purposes herein as of 12:00 noon New York City time
      on the Closing Date (or such other time as Buyer and Seller shall agree upon
      in
      writing).


16





Section
      3.2 Closing
      Deliveries . At
      the
      Closing, the parties
      hereto shall take the following actions:





(a) Seller
      shall deliver to Buyer  one
      or
      more certificates representing all of the Shares, duly executed in blank or
      accompanied by stock powers duly executed in blank, in proper form for transfer,
      with all appropriate stock transfer tax stamps affixed ;





(b) Seller
      shall deliver to Buyer the minute books, stock ledgers, corporate seal and
      all
      other corporate books and records of the Company and the Subsidiaries, which
      delivery may be effected by leaving the foregoing books, ledgers, seal and
      records in the offices of the Company and the Subsidiaries as of the Closing
      Date;





( c ) Buyer
      shall deliver to Seller the Purchase Price as due and payable at the Closing
      (taking into account the Non-Disputed Initial Adjustment Amount) (the “Closing
      Purchase Price Payment”), less the Deposit, by Wire Transfer. Any disputed
      adjustments to the Purchase Price shall be resolved and paid in accordance
      with
      Section 3.3 below.





( d ) Each
      party hereto shall deliver to the other the opinions, certificates and other
      documents, as applicable, required to be delivered by such party pursuant to
      Article VIII hereof; and





(e) Upon
      receipt of the Shares, Buyer shall deliver to Seller a
      receipt
      evidencing receipt of the Shares and, upon receipt of the Closing Purchase
      Price
      Payment, Seller shall deliver to Buyer a receipt evidencing receipt of the
      Closing Purchase Price Payment.





Section
      3.3 Purchase
      Price Adjustments.





(a) Capital
      Expenditure Adjustment .




(i) If,
      during the period from September 1, 2005 to and including the Closing Date
      (the
“CapEx Interim Period”), the Company and the Subsidiaries, on a combined basis,
      have made and paid for Capital Expenditures in excess of the Required Capital
      Expenditures Amount, then the Purchase Price shall be increased ,
      dollar
      for dollar, by an
      amount equal to such excess (the “Upward Capital Expenditure
      Adjustment”).




17




(ii) If,
      during the CapEx Interim Period, the Company and the Subsidiaries, on a combined
      basis, have made and paid for Capital Expenditures in an amount that is less
      than the Required Capital Expenditures Amount, then the Purchase Price shall
      be
      decreased ,
      dollar
      for dollar, by an
      amount equal to the difference between the Required Capital Expenditures Amount
      and the amount of Capital Expenditures made and paid for by the Company and
      the Subsidiaries during
      the CapEx Interim Period (the “Downward Capital Expenditure
      Adjustment”).




(b) MPLS
      Enhancement Project Adjustment .
      The
      Purchase Price shall be increased, dollar for dollar up to the MPLS Enhancement
      Project Adjustment Cap, by the amount of MPLS Enhancement Project Capital
      Expenditures made and paid for by the Company and the Subsidiaries, on a
      combined basis, during the CapEx Interim Period (the “MPLS Enhancement Project
      Adjustment”).




(c) Indebtedness
      Adjustment . The
      Purchase Price shall be reduced, dollar for dollar, by the outstanding principal
      amount of any Adjustment Indebtedness on the Closing Date (the “Indebtedness
      Adjustment”).




(d) Working
      Capital Adjustment .




(i) If
      the
      Working Capital of the Company and the Subsidiaries, on a combined basis, as
      of
      the Closing Date exceeds $0, then the Purchase Price shall be increased, dollar
      for dollar, by an amount equal to such excess (the “Upward Working Capital
      Adjustment”).





(ii) If
      the
      Working Capital of the Company and the Subsidiaries, on a combined basis, as
      of
      the Closing Date is less than $0, then the Purchase Price shall be decreased,
      dollar for dollar, by an amount equal to such negative amount (the “Downward
      Working Capital Adjustment”).





(e) Vacation
      Adjustment .
      If the
      Closing occurs in calendar year 2006, then the Purchase Price shall be
      decreased, dollar for dollar, by an amount equal to the sum of the Vacation
      Adjustment Amount for each Company Employee (if any) as of the Closing Date
      (the
“Vacation Adjustment”).


18




(f) Determination
      and Payment of Adjustments .




(i) (A) 
      At least fifteen (15) days prior to the Closing Date, Seller shall prepare
      and
      deliver to Buyer a certificate executed by the
      CFO
      of CSS,
      on
      behalf of Seller (the
“Pre-Closing Adjustment Certificate”), setting forth Seller’s good faith
      estimate, as of the Closing Date, of the Upward Capital Expenditure Adjustment
      or Downward Capital Expenditure Adjustment (if any), the MPLS Enhancement Project Adjustment (if any), the Indebtedness Adjustment (if any), the Upward Working
      Capital Adjustment or Downward Working Capital Adjustment (if any), the Vacation
      Adjustment (if any) and the cumulative net adjustment amount as a result of
      the
      foregoing adjustments (the “Estimated Adjustment Amount”). Within ten (10) days
      following Buyer’s receipt of the Pre-Closing Adjustment Certificate, Buyer may
      object in good faith to the Estimated Adjustment Amount in writing, in which
      case Buyer shall set forth the reason(s) for its good faith dispute. For
      purposes of Buyer’s review of the Pre-Closing Adjustment Certificate, Seller
      agrees to permit Buyer and its accountants to examine all working papers,
      schedules and other documentation used or prepared in producing the Pre-Closing
      Adjustment Certificate.





(B) If
      Buyer
      objects to the Estimated Adjustment Amount within such ten (10) day period,
      Seller and Buyer shall attempt to resolve such dispute through good faith
      negotiation. If Seller and Buyer are unable to resolve such dispute by the
      date
      that is one
      (1) day
      prior to the Closing Date (or if Buyer fails to object to the Estimated
      Adjustment Amount within the time period specified above), the amount of the
      Estimated Adjustment Amount not disputed in good faith by Buyer (or if Buyer
      fails to object to the Estimated Adjustment Amount within the time period
      specified above, the Estimated Adjustment Amount) (the “Non-Disputed Initial
      Adjustment Amount”) shall be paid by Buyer or deducted from the Purchase Price,
      as the case may be, on the Closing Date, and any good faith dispute with respect
      to the Estimated Adjustment Amount shall be resolved in connection with the
      adjustments provided in Sections 3.3( f)(ii )
      and/or
      (iii) below.


19





(ii) (A) 
      Within twenty (20) days after the Closing Date, Seller shall prepare and deliver
      to Buyer a certificate executed by the CFO
      of
      CSS, on behalf of Seller (the
      “Post-Closing Adjustment Certificate”), setting
      forth Seller’s calculation, as of the Closing Date, of the Upward Capital
      Expenditure Adjustment or Downward Capital Expenditure Adjustment (if any), the MPLS Enhancement Project Adjustment (if any), the Indebtedness Adjustment (if any), the Upward Working
      Capital Adjustment or Downward Working Capital Adjustment (if any), the Vacation
      Adjustment (if any) and the cumulative net adjustment amount as a result of
      the
      foregoing adjustments (the “Interim Adjustment Amount”). Within forty-five (45)
      days following Buyer’s receipt of the Post-Closing Adjustment Certificate (the
“Buyer Objection Period”), Buyer may object in good faith to the Interim
      Adjustment Amount in writing, in which case it shall set forth the reason(s)
      for
      its good faith dispute (any such written objection, a “Buyer Objection Notice”).
      For purposes of Buyer’s review of the Post-Closing Adjustment Certificate,
      Seller agrees to permit Buyer and its accountants to examine all working papers,
      schedules and other documentation used or prepared in producing the Post-Closing
      Adjustment Certificate.





(B) If
      Buyer
      objects to the Interim Adjustment Amount within the Buyer Objection Period,
      Seller and Buyer shall attempt to resolve such dispute through good faith
      negotiation. If Seller and Buyer are unable to resolve such dispute within
      five
      (5) days after the end of the Buyer Objection Period (or if Buyer fails to
      object to the Interim Adjustment Amount within the Buyer Objection Period),
      then, if the Interim Adjustment Amount not disputed in good faith by Buyer
      (or,
      if Buyer fails to object to the Interim Adjustment Amount within the time period
      specified above, the Interim Adjustment Amount) (the “Non-Disputed Interim
      Adjustment Amount”) is greater or less than the Non-Disputed Initial Adjustment
      Amount, then on the Interim Adjustment Date (1) to the extent that the
      Non-Disputed Interim Adjustment Amount exceeds the Non-Disputed Initial
      Adjustment Amount, Buyer shall pay to Seller the amount of such excess, and
      (2)
      to the extent that the Non-Disputed Interim Adjustment Amount is less than
      the
      Non-Disputed Initial Adjustment Amount, Seller shall pay to Buyer the amount
      of
      such deficiency. Any amount paid pursuant to this Section 3.3( f )(ii)(B)
      shall be paid with interest calculated at the prime rate of the JP Morgan Chase
      Bank in effect on the Closing Date and applicable to the period from the Closing
      Date to the date of payment, and shall be paid by Wire Transfer. The
      “Interim Adjustment Date” as used herein means (x) if Buyer does not dispute the
      Interim Adjustment Amount contained in the Post-Closing Adjustment Certificate
      pursuant to Section 3.3( f )(ii)(A),
      the sixtieth (60 th )
      day
      after Buyer’s receipt of the Post-Closing Adjustment Certificate, or (y) if
      Buyer disputes the Interim Adjustment Amount contained in the Post-Closing
      Adjustment Certificate pursuant to Section 3.3( f )(ii)(A),
      the tenth (10 th )
      day
      following the expiration of the Buyer Objection Period. Any good faith dispute
      with respect to the Interim Adjustment Amount shall be resolved in connection
      with the adjustment provided in Section 3.3( f)(iii )
      below.


20





(iii) (A) 
      Buyer and Seller shall submit any remaining dispute with respect to the Interim
      Adjustment Amount for determination and resolution to the Independent Accounting
      Firm, which shall be instructed to determine and report upon such remaining
      disputed amounts to Buyer and Seller within twenty (20) Business Days after
      the
      engagement of such Independent Accounting Firm, and such report shall be final,
      binding and conclusive on Buyer and Seller with respect to such remaining
      disputed amounts. The fees and disbursements of the Independent Accounting
      Firm
      in connection with the resolution of such disputed amounts shall be borne
      equally by Buyer and Seller.





(B) 
      If the Final Adjustment Amount is greater or less than the Non-Disputed Interim
      Adjustment Amount, then, within five (5) Business Days following the
      determination by the Independent Accounting Firm in accordance with
      Section 3.3( f )(iii)(A),
      (1) to the extent that the Final Adjustment Amount exceeds the Non-Disputed
      Interim Adjustment Amount, Buyer shall pay to Seller the amount of such excess,
      and (ii) to the extent that the Final Adjustment Amount is less than the
      Non-Disputed Interim Adjustment Amount, Seller shall pay to Buyer the amount
      of
      such deficiency. Any amount paid pursuant to this Section 3.3( f )(iii)(B)
      shall be paid with interest calculated at the prime rate of the JP Morgan Chase
      Bank in effect on the Closing Date and applicable to the period from the Closing
      Date to the date of payment, and shall be paid by Wire
      Transfer.


21





**ARTICLE
      IV** ****


**REPRESENTATIONS
      AND WARRANTIES OF SELLER**




Except
      as
      otherwise set forth in a Schedule or an Updated Schedule hereto or in the Stock
      Options List, the Contracts List or the Insurance and Bond List, Seller hereby
      represents and warrants to Buyer as of the date hereof:





Section
      4.1 Organization
      and Related Matters.




(a) The
      Company is a corporation duly incorporated, validly existing and in good
      standing under the laws of the State of New York and has the corporate power
      and
      authority to carry on its business as it is now being conducted and to own,
      lease or operate all of its properties and assets, and is duly licensed or
      qualified to do business and is in good standing in each state in which the
      nature of the business there conducted by it or the character of the assets
      there owned by it makes such qualification or licensing necessary, except where
      the failure to be so qualified or licensed would not, individually or in the
      aggregate, have a Material Adverse Effect.





( b) Seller
      is
      a corporation duly incorporated, validly existing and in good standing under
      the
      laws of the State of New York and has the corporate power and authority to
      own
      the Shares.





(c) Except
      as
      set forth on Schedule 4.1(c), t he
      minute
      books of the Company and the Subsidiaries contain accurate records of all
      meetings and accurately reflect all other actions taken by the stockholders,
      Boards of Directors and all committees of the Boards of Directors of the Company
      and the Subsidiaries, except where the failure to keep such records or
      accurately reflect all actions taken would
      not have a material effect on the conduct of the business of the Company and
      the
      Subsidiaries, taken as a whole . Except
      as
      set forth on Schedule 4.1(c), Seller
      has made complete and accurate copies of all such minute books and the stock
      register of the Company and each Subsidiary available for review by
      Buyer.





Section
      4.2 Subsidiaries.




(a) Except
      as
      set forth on Schedule 4.2, all of the outstanding shares of capital stock of,
      and limited liability member interests in, the Subsidiaries, as applicable,
      are
      owned beneficially and of record, directly or indirectly, by the Company, free
      and clear of any Encumbrances. Except as set forth on Schedule 4.2, each
      Subsidiary is duly organized, validly existing and in good standing under the
      laws of the state of its organization, and, as applicable, has the corporate
      or
      limited liability company power and
      authority to carry on its business as now being conducted and to own, lease
      and
      operate all of its properties and assets. Each Subsidiary is duly licensed
      or
      qualified to do business and is in good standing in each state in which the
      nature of the business there conducted by it or the character of the assets
      there owned by it makes such qualification or licensing necessary, except where
      the failure to be so qualified or licensed would not, individually or in the
      aggregate, have a Material Adverse Effect.


22





(b) Except
      as
      set forth on Schedule 4.2 and except for the
      Subsidiaries, there are no corporations, limited liability companies,
      partnerships, or other entities in which the Company owns, of record or
      beneficially, any direct or indirect equity interest or any right (contingent
      or
      otherwise) to acquire the same.





Section
      4.3 Authority;
      No Violation.




(a) Seller
      has full corporate power and authority to execute and deliver this Agreement,
      the Security Agreements and the other documents required to be executed and
      delivered by Seller in connection herewith and therewith (collectively, the
      “Seller Transaction Documents”) and to consummate the transactions contemplated
      hereby and thereby .
      The execution and delivery of this Agreement and the other Seller Transaction
      Documents and the consummation of the transactions contemplated hereby and
      thereby have been duly and validly approved by all requisite corporate action
      on
      the part of Seller, and no other corporate proceedings on the part of Seller
      are
      necessary to approve this Agreement and the other Seller Transaction Documents
      and to consummate the transactions contemplated hereby or thereby. This
      Agreement and each other Seller Transaction Document has been duly and validly
      executed and delivered by Seller and (assuming the due authorization, execution
      and delivery of this Agreement and each other Seller Transaction Document by
      the
      other party or parties thereto) constitute
      the valid
      and
      binding obligations of
      Seller, enforceable against Seller in accordance with their
      respective terms.


23





(b) Except
      as
      set forth on Schedule 4.3(b) and assuming that the filings, notifications,
      authorizations, consents, orders and/or approvals referred to in
      Section 4.4 are, as applicable, duly made and/or obtained, neither the
      execution and delivery of this Agreement or any other Seller Transaction
      Document by Seller, nor the consummation by Seller of the transactions
      contemplated hereby or thereby to be performed by it, nor compliance by Seller
      with any of the terms or provisions hereof or thereof, will (i) violate any
      provision of the Certificate of Incorporation or Bylaws of Seller, the Company,
      or any Subsidiary, or (ii) (A) violate any applicable
      law with
      respect to Seller, the Company, any Subsidiary, or any of their respective
      properties or assets, (B) result in the creation of any Encumbrance upon any
      of
      the Shares or upon any of the assets or properties of the Company
      or any Subsidiary, or (C) violate, conflict with, result in a breach of any
      provision of, or constitute a default under, any note, bond, mortgage,
      indenture, deed of trust, license, lease, agreement or other instrument or
      obligation to which Seller, the Company, or any Subsidiary is a
      party, or by which Seller, the Company, or any Subsidiary or any of their
      respective properties or assets may be
      bound or affected, except, with respect solely to clause (C) above, for such
      violations, Encumbrances, conflicts, breaches or defaults which would not,
      individually or in the aggregate, have a Material Adverse Effect.





Section
      4.4 Consents
      and Approvals.





Except
      for (i) the filings, notifications, authorizations, consents, orders or
      approvals listed in Schedule 4.4, and (ii) such other filings, notifications,
      authorizations, consents, orders or approvals, the failure of which to make
      or
      obtain would not, individually or in the aggregate, have a Material Adverse
      Effect, no authorizations, consents, orders or approvals of or filings or
      notifications to any Governmental Authority or third party are necessary in
      connection with the execution and delivery by Seller of this Agreement or any
      other Seller Transaction Document, and the consummation by Seller of the
      transactions contemplated hereby or thereby. For the avoidance of doubt, Seller
      and Buyer specifically acknowledge and agree that Section 6.5, rather than
      this
      Section 4.4, governs their respective obligations with respect to making,
      obtaining and rendering cooperation in connection with the filings,
      notifications, authorizations, consents, orders and/or approvals listed in
      Schedules 4.4 and 5.3.


24





Section
      4.5 Stock
      Ownership.   The
      authorized equity securities of the Company consist of 250,000,000
      shares of common stock, par value $0.001 per share, of which 50,000,000 shares
      are issued and outstanding and constitute the Shares. Seller
      owns beneficially and of record all of the Shares, free and clear of all
      Encumbrances. Except to the extent that any of the options set forth on the
      Stock Options List are exercised during the Interim Period and, subject to
      the penultimate sentence
      of Section 6.10(g), the Company is required to issue stock of the Company in
      connection therewith, upon consummation of the transactions contemplated hereby,
      Buyer will own all of the issued and outstanding capital stock of the Company
      free and clear of all Encumbrances. Seller has the full and unrestricted power
      to sell, assign, transfer and deliver the Shares to Buyer upon the terms and
      subject to the conditions of this Agreement free and clear of Encumbrances.
      Except to the extent that any of the options set forth on the Stock Options
      List
      are exercised during the Interim Period and, subject to the penultimate sentence
      of Section 6.10(g), the Company is required to issue stock of the Company in
      connection therewith, there are no shares of capital stock of the Company issued
      or outstanding other than the Shares. All of the Shares are duly authorized,
      validly issued, fully paid, nonassessable and free of any preemptive rights.
      By
      letter of even date herewith, Seller provided to Buyer a list (the “Stock
      Options List”) setting forth, as of the date hereof, (i) the names of all
      Persons who have been granted options to purchase capital stock of the Company
      pursuant to the Company Option Plan (other than those options which have
      terminated, expired or been forfeited), (ii) the maximum number of shares of
      capital stock of the Company subject to such options, (iii) the duration of
      such
      options, (iv) the minimum strike price of such options and (v) certain
      information pertaining to the vesting of options issued under the Company Option
      Plan. None of the options set forth on the Stock Options List have been
      exercised as of the date hereof. Except as set forth on the Stock Options
      List, there is
      no outstanding option, warrant, right, subscription, call, unsatisfied
      preemptive right, convertible or exchangeable security, or other agreement
      or
      right of any kind to purchase or otherwise acquire any capital stock of the
      Company. Except as set forth on Schedule 4.5, all of the issued and outstanding
      shares of capital stock of, and limited liability member interests in, the
      Subsidiaries, as applicable, are duly authorized, validly issued, fully paid,
      nonassessable and free of any preemptive rights, and are owned beneficially
      and
      of record by the Company or another of the Subsidiaries, free and clear of
      all
      Encumbrances. Except as set forth on Schedule 4.5, there is no outstanding
      option, warrant, right, subscription, call, unsatisfied preemptive right,
      convertible or exchangeable security, or other agreement or right of any kind
      to
      purchase or otherwise acquire, in each case from the Company or any Subsidiary,
      any capital stock of, or limited liability member interests in any Subsidiary,
      as applicable. Except as set forth on Schedule 4.5, there is no outstanding
      security of any kind convertible into or exchangeable for the capital stock
      of,
      or limited liability member interests in, any Subsidiary, as applicable, and
      there is no outstanding contract or other agreement of Seller, the Company,
      or
      any Subsidiary to purchase, redeem or otherwise acquire any outstanding shares
      of capital stock of, or limited liability member interests in, the
      Company or any Subsidiary, as applicable. None of the outstanding equity
      securities or other securities of the Company or any Subsidiary was issued
      in
      violation of the Securities Act of 1933, as amended, or any other applicable
      law.


25





Section
      4.6 Financial
      Statements.





(a) Seller
      has previously made
      available to Buyer true and
      correct copies of audited consolidated financial statements for the Company
      and
      the Subsidiaries as of and for the years ended December 31, 2004, 2003 and
      2002
      (collectively, the “Company GAAP Financial Statements”) and interim unaudited
      consolidated financial statements for the Company and the Subsidiaries as of
      and
      for the quarterly period ended September
      30, 2005 (the “Interim Financial Statements”). Each of
      the balance sheets included in the Company GAAP Financial Statements fairly
      presents in all material respects the financial position of the Company and
      the
      Subsidiaries as of its date and each of the statements of operations and cash
      flow statements included in the Company GAAP Financial Statements fairly
      presents in all material respects the results of operations and cash flows
      of
      the Company and the Subsidiaries for the period therein set forth, in each
      case
      in accordance with GAAP applied on a consistent basis (except as may be
      disclosed in the notes thereto and except as set forth on Schedule 4.6). Except
      as
      set forth on Schedule 4.6, the Interim Financial Statements were prepared in
      a
      manner consistent with that employed in the Company GAAP Financial Statements.
      The Interim Financial Statements do not contain footnote disclosures and are
      subject to normal recurring year-end adjustments, but otherwise fairly present
      in all material respects the financial position and results of operations of
      the
      Company and the Subsidiaries for the periods and as of the dates therein set
      forth.


26





(b) Except
      as
      set forth on Schedule 4.6, the books of account and other financial records
      of
      the Company and each Subsidiary: (i) reflect all material items of income and
      expense and all material assets and liabilities required to be reflected therein
      in accordance with GAAP applied on a basis consistent with the past practices
      of
      the Company and the Subsidiaries or statutory accounting principles, as
      applicable, (ii) are in all material respects complete and correct and do not
      contain or reflect any material inaccuracies or discrepancies, and (iii) have
      been maintained in accordance with good business, accounting and actuarial
      practices, as applicable.





Section
      4.7 No
      Other Broker. Other
      than Morgan Stanley & Co. Incorporated, the fees and expenses of which will
      be paid by Seller, no broker, finder or similar intermediary has acted for
      or on
      behalf of Seller or the Company or the Subsidiaries, or is entitled to any
      broker’s, finder’s or similar fee or other commission from Seller, the Company
      or the Subsidiaries, in connection with this Agreement or the transactions
      contemplated hereby.





Section
      4.8 Legal
      Proceedings .  Except as
      set
      forth on Schedule 4.8, there are no pending , and no
      officer of the Company or any Subsidiary has received any written notice
      threatening any, actions,
      investigations or proceedings against
      or otherwise affecting the Company or any Subsidiary or any of their respective
      properties or assets, or challenging the validity or propriety of the
      transactions contemplated by this Agreement, and there is no injunction, order,
      judgment or
      decree imposed
      upon the Company or any Subsidiary, or any of their respective properties or
      assets .


27





Section
      4.9 No
      Undisclosed Liabilities .  Except
      for (i) those liabilities or items set forth on Schedule 4.9, (ii) those
      liabilities that are reflected or reserved against on the Company GAAP Financial
      Statements or the Interim Financial Statements, and (iii) liabilities incurred
      since September
      30, 2005 in the ordinary course of business consistent with past practice,
      no
      liabilities have been incurred by the Company or the Subsidiaries other than
      those that would not, individually or in the aggregate, have a Material Adverse
      Effect.





Section
      4.10 Compliance
      with Applicable Law.




(a) Except
      as
      set forth on Schedule 4.10, each of the Company and the Subsidiaries holds
      in
      full force and effect all material licenses, franchises, permits and authorizations, other than Environmental
      Permits (which are addressed solely in Section 4.18), (“Permits”) necessary for
      the lawful ownership and use of their respective properties and assets and
      the
      conduct of their respective businesses (as currently conducted) under applicable
      laws relating
      to the Company and the Subsidiaries, and there has been no material violation
      of
      any Permit nor has Seller,
      the Company or any Subsidiary received written notice asserting any such
      violation.





(b) Except
      as
      set forth on Schedule 4.10
      and
      except to the extent that any Company Employee Plans are or may be subject
      to
      the requirements of Section 409A of the Code, each of
      the Company and the Subsidiaries is in compliance in all material respects
      with
      each applicable
      law relating
      to it or any of its assets, properties or operations; provided , however ,
      that,
      notwithstanding the foregoing or anything to the contrary in this Agreement,
      the
      Seller’s representations and warranties concerning Benefit Plans are governed
      solely by Section 4.13.





Section
      4.11 Absence
      of Certain Changes.  Except
      (i) as set forth on Schedule 4.11, (ii) as reflected on the Company GAAP
      Financial Statements or the Interim Financial Statements, (iii) as otherwise
      contemplated or permitted by this Agreement, including Section 6.1 hereof,
      or
      (iv) as otherwise approved
      by the prior written consent of Buyer, since
      December 31, 2004, the Company and the Subsidiaries, taken as a whole, (x) have conducted their business in the
      ordinary course of business consistent with past practice and (y) have
      not:


28





(a)
            taken
                any action, or failed to take any action, that has caused the assets
                or
                properties (whether tangible or intangible) of the Company or any
                Subsidiary to be subjected to any
                Encumbrance;





(b)
            made
                any change in its fiscal year, except as required by law, GAAP or
                statutory accounting practices of its state of domicile or made any
                change
                in its accounting methods, principles or practices or any change
                in
                depreciation or amortization policies or rates therefor adopted by
                it;





(c)
            issued,
                sold, pledged, encumbered or disposed of, any of its capital stock,
                notes,
                bonds or other securities, or any option, warrant or other right
                to
                acquire the same;





(d)
            split,
                combined or reclassified any shares of capital stock, or redeemed,
                repurchased or otherwise acquired any of its capital
                stock;





(e)
            merged
                with, entered into a consolidation with or acquired or sold an interest
                of
                5% or more in any Person or acquired or sold, in one transaction
                or a
                series of related transactions, a substantial portion of the assets
                or
                business of any Person or any division or line of business thereof,
                or
                otherwise acquired or sold any assets or securities (other than fixed
                maturity securities, cash and short-term investments) with an aggregate
                value in excess of $250,000 other than in the ordinary course of
                the
                Company’s business consistent with past practice and other than the
                granting of any indefeasible rights to use (“IRUs”), any IRU calls or any
                calls on equipment;


29





(f)
            except
                as required by law, rule or regulation or any collective bargaining
                agreement,
                except as may relate to Section 409A of the Codeand except for increases in the ordinary course of business consistent
                with past practice, granted or committed to any increase, or announced
                any
                increase, in the wages, salaries, compensation, bonuses, incentives,
                pension or other benefits payable to any of its senior officers who
                in the
                preceding twelve (12) months received compensation in excess of $200,000,
                or any director, includingany increase or change pursuant to any Benefit
                Plans;





(g)
            amendedits charter or Bylaws (or other organizational documents), except
                as
                permitted under Section 6.12
                hereof;





(h)
            paid,
                discharged, settled or satisfied any claim, liability or obligation
                (absolute, accrued, asserted or unasserted, contingent or otherwise)
                except (i) where the amount that remains to be paid after the Closing
                Date
                is $250,000 or less, (ii) for repayment of Indebtedness or (iii)
                for
                payment of contractual obligations (other than Indebtedness) when
                due in
                the ordinary course of business;





(i)
            renewed,
                amended, modified or terminated any of its contracts or arrangements,
                or
                assigned any of its rights, thereunder except (i) for such renewals,
                amendments, modifications, terminations, or assignments, as well
                as the
                expiration of contracts or agreements, as may be effectuated by the
                terms
                of such contracts or arrangements without affirmative act by the
                Company
                or any of the Subsidiaries, or (ii) as may have been made in the
                ordinary
                course of business, or (iii) as would not materially alter any rights
                under such contract or arrangement in a manner unfavorable to the
                Company
                or the Subsidiaries;


30





(j)
            declared,
                set aside or paid any dividend or other distribution on or in respect
                of
                any shares of capital stock, other than dividends or distributions
                of
                available cash; or





(k)
            agreed,
                whether in writing or otherwise, to take any of the actions that
                Seller
                represents in this Section 4.11 have not been taken, except as expressly
                contemplated by this Agreement.





Section
      4.12 Technology
      and Intellectual Property.




(a) Except
      as
      set forth on Schedule 4.12 and subject to the changes in the names of the
      Company and the Subsidiaries and to the reservation to Seller of the rights,
      title and interests described in Section 6.12, the Company or a Subsidiary
      owns
      or possesses, or has rights or licenses to use, the patents, trademarks
      (including common law trademarks), service marks, copyrights (including any
      registrations, applications or continuations relating to any of the foregoing),
      trade names, technology, trade secrets, inventions, know-how and computer
      programs which are necessary to carry on its business as currently conducted
      (each, an “Intellectual Property Asset”), and ,
      to the
      knowledge of Seller, neither
      the Company nor any Subsidiary has engaged in any infringement of the
      intellectual property rights of others with respect to any such Intellectual
      Property Asset other
      than any infringements that, in the aggregate, would not have a material effect
      on the conduct of the business of the Company and the
      Subsidiaries, taken as a whole. Except
      as set forth on Schedule 4.12, subject to the changes in the names of the
      Company and the Subsidiaries and to the reservation to Seller of the rights,
      title and interests described in Section 6.12,
      and
      subject to the receipt of any required consents or the delivery of any required
      notifications (as set forth on Schedule 4.4), the
      execution and delivery of this Agreement by Seller, and the consummation of
      the
      transactions contemplated hereby, will neither cause the Company or any
      Subsidiary to be in violation or default under any licenses, sublicenses or
      other agreements to which the Company or any Subsidiary is a party and pursuant
      to which the Company or any Subsidiary is authorized to use any Intellectual
      Property Asset, nor entitle any other party to any such license, sublicense
      or
      agreement to terminate such license, sublicense or agreement . Schedule
      4.12 sets forth a complete and correct list, as of the date hereof, of the
      trademarks that are used in the business as currently conducted by the Company
      or any Subsidiary and all registrations and applications for registration of
      any
      Intellectual Property Assets. Except as set forth on Schedule 4.12, Seller
      has
      no knowledge of any infringement by third parties of the Intellectual Property
      Assets.


31





(b) Except
      as
      set forth on Schedule 4.12 and subject to the changes in the names of the
      Company and the Subsidiaries and to the reservation to Seller of the rights,
      title and interests described in Section 6.12, to
      the
      knowledge of Seller, the
      use
      of any Intellectual Property Asset in the business as currently conducted by
      the
      Company or any Subsidiary does not breach, violate or infringe any intellectual
      property rights of any third party and (except
      for the payment of computer software or other licensing fees as set forth on
      Schedule 4.12) does not require any payment for the use of any patent, trade
      name, service mark, trade secret, trademark, copyright or other intellectual
      property right or technology owned by any third party , **** other
      than any such breaches, violations, infringements or payments that, in the
      aggregate, would not have a material effect on the conduct of the business
      of
      the Company and the
      Subsidiaries, taken as a whole.





Section
      4.13 ERISA;
      Benefit Plans.





(a) Schedule
      4.13 (a) sets
      forth a list, as of the date of this Agreement, of all material deferred
      compensation, retirement ,
      profit-sharing, and
      pension benefit
      plans (as described in Section 3(2) of ERISA, whether or not subject to
      ERISA) and all
      material incentive compensation plans, bonus
      plans, plans providing for stock ownership,
      stock purchase, stock options, phantom
      stock, severance,
      change in control, section 125 cafeteria (including any healthcare flexible spending accounts) ,
      dependent care, medical care, dental
      care, vision care, insurance (including death and disability) ,
      employee assistance, education assistance or tuition assistance plans or
      programs, employee welfare benefit plans (as defined in Section 3(1)
      of ERISA
      and whether or not subject to ERISA)
      and any currently effective executive compensation or severance agreements,
      written or otherwise, of Seller or Seller’s ERISA Affiliates as defined in
      section 414 (b),
      (c),
      (m) or (o) of the
      Code (“ERISA Affiliates”) that
      are
      not maintained or
      sponsored by the
      Company or
      any of
      the Subsidiaries but
      (i)
      in which Company
      Employees participate
      or (ii) to which the Company or any of the Subsidiaries makes, or are required
      to make, contributions with respect to certain Company Employees, or in which the Company
      or any of the Subsidiaries is a participating employer (collectively, the
“Seller’s Benefit Plans”). Although the rights of Company Employees to
      participate further in Seller’s Benefit Plans may be terminated in the manner
      specified under Section 6.10,
      none of the Seller’s Benefit Plans will be terminated as a result of this
      Agreement.


32





(b) Schedule
      4.13(b) sets forth a list, as of the date
      of
      this Agreement, of all material deferred compensation, retirement,
      profit-sharing, and
      pension benefit
      plans (as described in Section 3(2) of ERISA whether or not subject to
      ERISA), and all
      material incentive compensation plans,  bonus
      plans, plans providing for stock ownership,
      stock purchase, stock options, phantom
      stock, severance,
      change in control, section 125 cafeteria (including any healthcare flexible spending account) ,
      dependent care, medical care, dental
      care, vision care, insurance (including death and disability) ,
      employee assistance, education assistance or tuition assistance plans or
      programs and employee welfare benefit plans (as defined in Section 3(1) of
      ERISA) maintained or sponsored by the Company or any of the Subsidiaries with
      respect to Company Employees, as well as the written vacation/sick policy of
      the
      Company and the Subsidiaries, and any executive employment, compensation or
      severance agreement, written or otherwise, that was sponsored, entered into,
      or
      maintained by the Company or any of the Subsidiaries ,
      in each
      case during
      the six year period ending on the date of this Agreement and for which the
      Company or any Subsidiary will incur any liability after the Closing Date (the
      “Company Employee Plans” and, together with the Seller’s Benefit
      Plans described in Section 4.13(a) above, the “Benefit Plans”).





Except,
      for purposes of Sections 4.13(c) through (i) below, as set forth on Schedule
      4.13(c):





(c) Copies
      of
      all Benefit
      Plans concerning which Buyer or Buyer’s Affiliates will incur any liability
      after the Closing Date have been made available to Buyer. Seller
      has also made available to Buyer descriptions of all lawsuits, claims filed
      and
      pending (other than for benefits in the normal course), grievances pending
      and
      similar formal actions pending with respect to the Company Employee Plans of
      which Seller is aware. Except
      to
      the extent that any Company Employee Plans are or may be subject to the
      requirements of Section 409A of the Code, the
      Company Employee Plans are in
      compliance with
      the
      presently applicable provisions of ERISA, the Code and other applicable laws,
      except for such failures to fulfill such obligations or comply with such
      provisions which would not, individually or in the aggregate, be reasonably
      expected to have a Material Adverse Effect.


33





(d) None
      of
      the Company Employee Plans are employee pension benefit plans within the meaning
      of Section 3(2) of ERISA.  No
      pension benefit plan in whole or in part sponsored, maintained or contributed
      to
      (or required to be contributed to) by Seller or any of Seller’s ERISA Affiliates
      has been terminated or partially terminated under circumstances that would
      result in any liability to the Company or any Subsidiary under such plan or
      Title IV of ERISA.





(e) As
      of the
      date of this Agreement, no more than three Company Employees, each of whom
      formerly was employed by CECONY, participate in the Consolidated Edison
      Retirement Plan. Company Employees participate in the Consolidated Edison Thrift
      Savings Plan (401(k)Plan). Company Employees will no longer be eligible to
      receive benefit accruals or contributions under the Consolidated Edison
      Retirement Plan or the Consolidated Edison Thrift Savings Plan after the Closing
      Date. Each
      of
      the Consolidated Edison Retirement Plan and the Consolidated Edison Thrift
      Savings Plan has received a letter from the IRS evidencing the IRS’s
      determination that each such plan is qualified under Section 401(a) of the
      Code,
      as currently in effect, and nothing
      has occurred or failed to occur in connection with the adoption, maintenance
      or
      operation of either such plan that would cause the loss of such qualification.





(f) Neither
      the Company, the Subsidiaries, the Seller, nor any ERISA Affiliate participates
      or has ever participated
      in a Multiemployer Plan (as such term is defined in Section 3(37) of ERISA
      or
      Section 4001(a)(3) of ERISA), nor has the Seller or any ERISA Affiliate ever
      made a complete or partial withdrawal from a Multiemployer Plan (as such term
      is
      defined in Section 3(37) of ERISA) resulting in “withdrawal liability” (as such
      term is defined in Section 4201 of ERISA), without regard to any subsequent
      waiver or reduction under Section 4207 or 4208 of ERISA.


34





(g) Contributions and
      any
      premiums that
      are
      required to be made by the Seller, the Company, the Subsidiaries or any ERISA
      Affiliate pursuant to either any Seller’s Benefit Plan or any Company Employee
      Plan ,
      which
      may be subject to
      Section 412 of the Code, or pursuant to a collective bargaining agreement,
      if
      applicable, for
      each
      of the five consecutive plan years ending prior to the Closing Date have
      been
      made on or before their respective due dates and a reasonable amount has been
      accrued on
      the
      books of the Seller, the Company, the Subsidiaries and/or any ERISA Affiliate,
      as applicable, for
      any
      such contributions for the current plan year in
      accordance with GAAP.





(h) Seller’s
      Affiliate, CECONY, currently maintains a retiree health program for individuals
      who are participants in the Consolidated Edison Retirement Plan and who meet
      certain other eligibility requirements. As of the date of this Agreement, there
      are no more than three Company Employees who are participants in the
      Consolidated Edison Retirement Plan due to their prior employment with CECONY
      and who would be eligible to receive retiree health benefits if the other
      eligibility requirements for such benefits were satisfied, but for whom such
      other eligibility requirements will not be satisfied if the Closing occurs
      before the date on which either Buyer or Seller may terminate this Agreement
      pursuant to Section 10.1(a)(iii). In any event, pursuant
      to the terms of Section 6.10(b), neither
      the Company nor the Subsidiaries will be obligated to make any payments to (i)
      any
      Company Employee (including any Company Employee described in the immediately
      preceding sentence) who may be (or may become) entitled to benefits under the
      retiree health program described in the first sentence of this Section 4.13(h)
      for , or with
      respect to , such
      benefits or (ii) such retiree
      health plan with respect to any Company Employee after
      the Closing Date. Other than (i) the potential retiree medical benefits
      described in the first sentence of this paragraph (h), (ii) the right to obtain
      continued health coverage under applicable COBRA provisions, and (iii) the
      right
      of certain employees pursuant to the Company CIC Plan or
      the
      Company Key Employee CIC Plan for
      a
      limited period of time after the Closing Date as described in such Company
      CIC
      Plan or such
      Company Key Employee CIC Plan, as applicable, to
      participate in the medical plan maintained by the Company or the Subsidiaries
      after the Closing Date, neither the Company nor the Subsidiaries (A) have
      any
      plans or arrangements that provide for medical coverage after termination of
      employment with the Company or (B)
      sponsor, maintain, participate in, or contribute to (or have any obligation
      to
      contribute to) any voluntary employee benefit association intended to be exempt
      under Section 501(c)(9) of the Code.


35





(i) Other
      than routine claims for benefits, there are no claims pending or, to the
      knowledge of Seller, threatened, against any Company Employee Plan or against
      the assets of any Company Employee Plan or of the Company with respect to any
      Company Employee Plan, nor are there any current or, to the knowledge of Seller,
      threatened, liens on the assets of any Company Employee Plan or of the Company
      with respect to any Company Employee Plan. Except
      to
      the extent that any Company Employee Plans are or may be subject to the
      requirements of Section 409A of the Code, the
      Company and the Subsidiaries have performed all material obligations required
      to
      be performed by them under the Company Employee Plans.





Section
      4.14 Taxes .  Except
      as
      set forth on Schedule 4.14:





(a) The Company and
      the
      Subsidiaries (and
      any
      affiliated group of which the Company or
      any
      Subsidiary is
      a
      member (the “Affiliated Group”)) have
      timely filed with the appropriate Taxing
      Authorities all Tax
      Returns required to be filed (taking into account all valid extensions) and
      all
      such Tax Returns are complete and accurate and were
      prepared in compliance with all laws and regulations. The Company and the
      Subsidiaries have paid on a timely basis all Taxes that were due and payable
      and
      each member of the Affiliated Group has paid all Taxes for which the Company
      or
      any Subsidiary may be liable that were due and payable with respect to all
      affiliated periods. Neither
      the Company nor any Subsidiary is or will be liable for amounts pursuant to
      the
      Tax Allocation Agreement or any other tax sharing agreement, indemnity or
      similar agreement or arrangement. The
      unpaid Taxes of the Company and the Subsidiaries for tax periods through September
      30, 2005 do
      not
      exceed the accruals and reserves for Taxes (excluding accruals and reserves
      for
      deferred Taxes established to reflect timing differences between book and Tax
      income) set forth on the Interim Financial Statements ;




36




(b) All
      Taxes that
      are
      due and payable by the Company and the Subsidiaries before the date hereof
      have
      been timely paid ,
      except
      such Taxes, if any, as (i) are
      being
      contested in good faith, (ii) are set forth on Schedule 4.14 and
      (iii) as to
      which adequate reserves have been provided in the relevant financial
      statements;





(c) There
      are
      no Encumbrances on any of the assets of the Company or any Subsidiary that
      arose
      in connection with any failure to pay any Taxes (other than Taxes that are
      not
      due as of the date hereof);





(d) Except
      to
      the extent that any Benefit Plans are or may be subject to the requirements
      of
      Section 409A of the Code, the Company
      and the Subsidiaries have withheld and paid all Taxes required to have been
      withheld and paid in connection with amounts paid or owing to any employee,
      independent contractor, creditor, stockholder or other third party;




(e) No
      audit
      or other administrative or court proceeding exists or has been initiated with
      regard to any Tax
      Returns of the Company or any Subsidiary, and neither the Company nor any
      Subsidiary has received any notice that any such material
      audit or other administrative or court proceeding is
      pending or threatened with respect to any Tax Return filed by or with respect
      to
      the Company or any Subsidiary;




(f) Neither
      the Company nor any Subsidiary has requested an extension of time within which
      to file any Tax Return in respect of any taxable year which has subsequently
      not
      been filed and no outstanding waivers or comparable consents regarding the
      application of the statute of limitations with respect to any Taxes or Tax
      Returns has been given by or on behalf of the Company or any
      Subsidiary;





(g) For
      purposes of determining whether Seller has satisfied the conditions to Closing
      set forth in Section 8.1(a), but not for purposes of determining Seller’s
      indemnity obligations under Section 7.1(a), any representation or warranty
      with
      respect to Taxes contained in this Section 4.14 shall be deemed to be accurate
      unless an inaccuracy contained therein would have, individually or in the
      aggregate, a Material Adverse Effect;


37





(h) Neither
      the Company nor any Subsidiary: (i) is a "consenting corporation" within the
      meaning of Section 341(f) of the Code, and none of the assets of the Company
      or
      the Subsidiaries are subject to an election under Section 341(f) of the Code;
      (ii) has been a United States real property holding corporation within the
      meaning of Section 897(c)(2) of the Code during the applicable period specified
      in Section 897(c)(l)(A)(ii) of the Code; (iii)
      has
      made any payments, is obligated to make any payments, or is a party to any
      agreement that could obligate it to make any payments that would be treated
      as
      an "excess parachute payment" under Section 280G of the Code (without regard
      to
      Section 280G(b)(4) of the Code) or
      similar provision of foreign, state or local law; (iv) has been a member of
      any
      affiliated, consolidated, combined, unitary or similar group other than an
      Affiliated Group referred to in Section 4.14(a); (v) is a person other than
      a
      United States person within the meaning of the Code; (vi) has or has been
      engaged in a trade or business or a permanent establishment in any jurisdiction
      outside the United States; (vii) is a United States shareholder as defined
      in
      Section 951(b) of the Code of a controlled foreign corporation as defined in
      Section 957 of the Code; or (viii) is a shareholder of a passive foreign
      investment company as defined in Section 1297 of the Code;





(i) There
      is
      no limitation on the utilization by either the Company or any Subsidiary of
      its
      net operating losses, built-in losses, Tax credits, or similar items under
      Sections 382, 383, or 384 of the Code or comparable provisions of state law
      (other than any such limitation arising as a result of the consummation of
      the
      transactions contemplated by this Agreement);





(j) No
      proceeding exists or has been initiated by any Governmental Authority for a
      jurisdiction in which no Tax Return is filed or with respect to the Company
      and
      the Subsidiaries that may lead to an assertion that the Company or any
      Subsidiary may be subject to Tax liability in such jurisdiction, and neither
      the
      Company nor any Subsidiary has received any written notice that any such
      proceeding is pending or threatened with respect to the Company or any
      Subsidiary. Neither the Company nor any Subsidiary has commenced activities
      in
      any jurisdiction which will result in an initial filing of any Tax Return with
      respect to Taxes imposed by a Governmental Authority that it had not previously
      been required to file in the immediately preceding taxable
      period;


38





(k) There
      are
      no requests for rulings from a Taxing
      Authority outstanding with respect to the Company or any
      Subsidiary;




(l) Each
      asset with respect to which the Company or any Subsidiary claims depreciation,
      amortization or similar expense for Tax purposes is owned for Tax purposes
      by
      the Company or the Subsidiary that claims such depreciation, amortization or
      similar expense;





(m) Neither
      the Company nor any Subsidiary has constituted either a “distributing
      corporation” or a “controlled corporation” in connection with a distribution
      described in Section 355 of the Code;





(n) The
      Company and Subsidiaries are members of a “selling consolidated group” within
      the meaning of Section 1.338(h)(10)-1(b)(2) of the Treasury Regulations,
      and Seller is eligible to make an election under Section 338(h)(10) of the
      Code with respect to the Company and the Subsidiaries (any comparable election
      under state, local or foreign tax law);





(o) Neither
      the Company nor any Subsidiary has participated, directly or indirectly, in
      a
      transaction which is described in Sections 1.6011-4(b)(2) or 1.6011-4(b)(3)
      of
      the Treasury Regulations; and





(p) Neither
      the Company nor any Subsidiary has participated in or cooperated with any
      international boycott within the meaning of Section 999 of the
      Code.





Section
      4.15 Contracts.




(a) By
      letter
      of even date herewith, Seller provided to Buyer a complete and accurate list
      (the “Contracts List”) setting forth, as of the date hereof, (i) all contracts
      pursuant to which (A) the Company or any Subsidiary is a party and (B) the
      Company or any Subsidiary has non-contingent obligations to the contract
      counterparty in excess of $100,000 per calendar year, (ii) all contracts
      pursuant to which (A) the Company or any Subsidiary is a party and (B) the
      contract counterparty has non-contingent obligations to the Company or any
      Subsidiary for monthly recurring charges of at least $8,333, (iii) all contracts
      that limit or purport to limit the Company or any Subsidiary in any line of
      business or with any Person or in any geographic area and (iv) all contracts
      and
      agreements relating to Indebtedness of the
      Company or any Subsidiary, in each case other than Leases and Necessary Leases
      (the foregoing contracts are referred to herein collectively as the
“Contracts”). Except as set forth on the Contracts List, neither Seller, the
      Company, nor any Subsidiary has received written notice of a cancellation of
      or
      an intent to cancel any Contract.


39





(b) Except
      as
      set forth on the Contracts List, assuming the due authorization, execution
      and
      delivery by the other parties thereto, each Contract is legal, valid, binding,
      and enforceable against the other parties thereto, is in full force and effect,
      and will not cease to be in full force and effect as a result of the
      consummation of the transactions contemplated by this Agreement, nor will the
      consummation of the transactions contemplated by this Agreement constitute
      a
      breach or default under such Contract.





(c) Except
      as
      set forth on the Contracts List, (i) no
      officer of the
      Company has
      received any notice
      of
      any breach under any
      Contract ,
      other
      than such
      breaches or defaults by the Company or any Subsidiary which would cost less
      than
      $250,000 in the
      aggregate for the Company or any Subsidiary to cure, and (ii) to the knowledge
      of Seller, no other party to any Contract is in breach thereof or default
      thereunder.





(d) Schedule
      4.15(d) sets forth a complete and accurate list of all Seller-Provided
      Indebtedness.





(e) The
      Contracts List sets forth, as of the date hereof, (i) all contracts pursuant
      to
      which (A) the Company or any Subsidiary is a party and (B) the Company or any
      Subsidiary has non-contingent obligations to the contract counterparty greater
      than $25,000 but less than $100,000 per calendar year, and (ii) all contracts
      pursuant to which (A) the Company or any Subsidiary is a party and (B) the
      contract counterparty has non-contingent obligations to the Company or any
      Subsidiary for monthly recurring charges of more than $2,083 but less than
      $8,333, in each case other than Leases and Necessary Leases.


40





(f) Con
      Edison Communications, LLC (“ CECLLC ”)
      has
      timely notified the Port Authority of New York and New Jersey (the “Port
      Authority”) of CECLLC ’s
      election to extend the term of the letting under the Agreement of Lease Tunnel
      Duct between the Port Authority and Telergy Network Services, Inc., dated
      October 24, 2000 (the “Port Authority Lease”), for the first five-year extension
      period referenced in Section 4(b)(i)
      of the Port Authority Lease. The
      Port
      Authority Lease is a Necessary Lease that is subject to the representations
      and
      warranties applicable to Necessary Leases in Section 4.20(c).





Section
      4.16 Title
      to Assets. Except
      as set forth in Schedule 4.16
      and
      except for Encumbrances reflected in the financial statements of the Company
      as
      of December 31, 2004 or September 30, 2005 , the
      Company and the Subsidiaries have, as applicable, good title
      to,
      or valid and subsisting leasehold interests in, all personal property and other
      assets on their books and reflected on the Company’s balance sheet at December
      31, 2004 and September 30, 2005 included as part of the Company GAAP Financial
      Statements and the Interim Financial Statements, respectively, or acquired
      in
      the ordinary course of business consistent with past practice since December
      31,
      2004 or September 30, 2005, as appropriate, which would have been required to be
      reflected on such balance sheet if acquired on or prior to such date, in
      each
      case other
      than assets which have been disposed of in the ordinary course of business
      consistent with past practice. None of the
      properties and assets of the
      Company or any Subsidiary is
      subject to any Encumbrance, except for Encumbrances set forth on Schedule 4.16
      or
      reflected in the financial statements of the Company as of December 31, 2004
      or September 30, 2005 .





Section 4.17 Transactions
      with Certain Persons.  Except
      as
      set forth on Schedule 4.17, neither
      any officer, director or employee of Seller, the Company or any Subsidiary,
      nor,
      to the knowledge of Seller, any officer, director or employee of any Affiliate
      of Seller, the Company or any Subsidiary, nor any member of any such Person’s
      immediate family, is now a party to any transaction with the Company or any
      Subsidiary, including any contract or other binding arrangement (i) providing
      for the furnishing of services by such Person (except in such Person’s capacity
      as an officer, director, employee or consultant), (ii) providing for the rental
      of real or personal property from such Person, or (iii) otherwise requiring
      payments (whether pursuant to indebtedness or otherwise) to such Person (other
      than for services as an officer, director, employee or consultant of Seller,
      the
      Company, any Subsidiary or any of their respective Affiliates).


41





Section 4.18 Environmental
      Laws .  Except
      as
      set forth on ,
      and
      subject to, Schedule 4.18 : (i) the
      Company and each Subsidiary is in
      material compliance with all applicable Environmental Laws, and possesses and is in
      material compliance with all Environmental Permits required under such laws
      for
      the conduct of its business operations, (ii) there are no past events or
      conditions that
      would give rise to any material liability of
      the
      Company or any Subsidiary under
      any Environmental Law, (iii) there has been no
      release of
      hazardous materials at any
      property owned , or operated by
      the
      Company or any Subsidiary now or in the past that would give rise to any
      material liability of the Company or any Subsidiary under any Environmental
      Law
      and (iv) no written notice, demand,
      request for information, citation or complaint has been
      received by the Company or any Subsidiary from,
      and no action or proceeding is
      pending or threatened by , any
      Governmental Authority against the
      Company or any Subsidiary ,
      with
      respect to any Environmental Law.





Section 4.19 Insurance
      Coverage .  Seller
      shall provide to Buyer, by letter of even date herewith and by a subsequent
      letter delivered on or prior to the Closing Date, a list (the “Insurance and
      Bond List”) setting forth, as of the date hereof and as of the Closing Date,
      respectively, (i) the insurance carrier, policy number, limits, expiration
      date
      and determinant of coverage (claims made or occurrence) of the insurance
      covering the assets, business, equipment, properties, operations, employees,
      officers or directors of the Company or any Subsidiary, which insurance, subject
      to expiration of the insurance policies in accordance with their terms and
      the
      actions contemplated by Section 6.18, is in full force and effect, and (ii)
      the
      bond number, bond amount and term of the surety bonds under which the Company
      or
      any Subsidiary is the principal.


42





Section 4.20 Real
      Property.




(a) Neither
      the Company nor any Subsidiary owns any real property.





(b) Schedule 4.20(b) lists
      all leases of,
      and
      licenses for, real property to which the Company or any Subsidiary is a
      party  (collectively,
      the “Leases”) .





(c) Except
      as
      set forth on Schedule 4.20(c), with respect to any Lease set forth on Schedule
      4.20(b) that is necessary for the Company and the Subsidiaries to perform their
      respective obligations under the Contracts (collectively, the “Necessary
      Leases”): (i) such Necessary Lease is legal, valid, binding, enforceable and in
      full force and effect and represents the entire agreement between the respective
      landlord and tenant with respect to such property; (ii) subject to the receipt
      of any consent or the delivery of any notification required under such Necessary
      Lease (all of which are set forth on Schedule 4.4), such Necessary Lease
      will not cease to be legal, valid, binding, enforceable and in full force and
      effect on terms identical to those currently in effect (except to the extent
      any
      such Necessary Lease is amended in connection with the transactions contemplated
      by this Agreement) as a result of the consummation of the transactions
      contemplated by this Agreement; (iii) subject to the receipt of any consent
      or
      the delivery of any notification required under such Necessary Lease (all of
      which are set forth on Schedule 4.4), the consummation of the transactions
      contemplated by this Agreement will not constitute a breach or default under
      such Necessary Lease or otherwise give the landlord a right to terminate such
      Necessary Lease; (iv) neither Seller, the Company nor any Subsidiary has
      received any notice of cancellation or termination under such Necessary Lease
      and no lessor has any right of termination or cancellation under such Necessary
      Lease except in connection with the default of Seller, the Company or a
      Subsidiary, as applicable, thereunder; (v) neither Seller, the Company nor
      any
      Subsidiary has received any notice of a breach or default under such Necessary
      Lease, which breach or default has not been cured; (vi) neither Seller, the
      Company nor any Subsidiary has granted to any other Person any rights, adverse
      or otherwise, under such Necessary Lease; (vii) neither Seller, the Company
      nor
      any Subsidiary, nor, to the knowledge of Seller, any other party to such
      Necessary Lease, is in breach or default in any material respect, and, to the
      knowledge of Seller, no event has occurred that, with notice or lapse of time
      would constitute such a breach or default or permit termination, modification
      or
      acceleration under such Necessary Lease; and (viii) the rental set forth in
      such
      Necessary Lease is the actual rental being paid, and there are no separate
      agreements or understandings with respect to the same.


43





(d) Schedule
      4.20(d) sets forth a
      complete and accurate list of
      the
      Leases that
      are
      not necessary for the
      Company and the
      Subsidiaries to
      provide services to their customers as of
      the date hereof (the
“Unnecessary Leases”) .





(e) There
      are
      no condemnation proceedings or eminent domain proceedings of any kind pending
      or, to the knowledge of Seller, threatened against any
      real
      property leased by the Company or any Subsidiary.





Section
      4.21 Receivables .  All
      receivables (whether notes, accounts or otherwise) of the Company and the
      Subsidiaries have been recorded in accordance with GAAP. No discount from any
      receivable has been made or agreed to (other than contingency payment discounts
      or discounts based on early payment, in each case in the ordinary course of
      business consistent with past practice), and none represents billings prior
      to
      actual sale of goods or provision of services, except to the extent that the
      contract or arrangement underlying a receivable contemplates billings or payment
      prior to actual sale of goods or provision of services. By
      letter
      of even date herewith, Seller provided to Buyer a list (the “Accounts Receivable
      List”) that sets
      forth the aging of the accounts receivable of the Company and the Subsidiaries
      as of September 30, 2005.





Section
      4.22 Labor
      and Employee Relations. The
      Company is not, and no Subsidiary is, a party to or bound by any collective
      bargaining agreement with any labor organization, group or association covering
      any of its employees, and, to the knowledge of Seller, there is no attempt
      to
      organize any employees of the Company or any Subsidiary by any person, unit
      or
      group seeking to act as their bargaining agent. No union representation
      elections relating to Company Employees have been scheduled by any governmental
      agency or authority, no organizational effort is being made with respect to
      any
      Company Employees, and there is no investigation of the Company or any
      Subsidiary employment policies or practices by any governmental agency or
      authority pending or, to the knowledge of Seller, threatened. Neither the
      Company nor any Subsidiary is currently, and neither the Company nor any
      Subsidiary has been within the last three years, involved in labor negotiations
      with any unit or group seeking to become the bargaining unit for any Company
      Employees. Neither the Company nor any Subsidiary has experienced any work
      stoppages during the last three years, and, to the knowledge of Seller, no
      work
      stoppage is planned. The
      representations and warranties in this Section are subject to the matters set
      forth in Schedule 4.22.


44





Section
      4.23 Certain
      Employees . Except
      as described
      on Schedule 4.23 and except for the Benefit Plans, no Company Employee has
      an employment agreement or understanding, whether oral or written, with the
      Company or any Subsidiary which is not terminable on notice by the Company
      or
      any Subsidiary without cost or other liability to the Company or any Subsidiary. Except
      as
      otherwise set forth on Schedule 4.23, neither the Company nor any Subsidiary
      has
      received any written notice from any person listed on Schedule 4.23 pursuant
      to
      which such person has indicated that he or she intends to terminate his or
      her
      employment or seek a material change in his or her duties or status. As of
      the
      dated hereof, all Company Employees are employed by Con Edison Communications,
      Inc. (“CECI”) and their services are leased to CECLLC pursuant
      to the Employee Leasing Agreement, dated as of January 1, 2002, between CECI
      and CECLLC ,
      as it
      may be amended from time to time.





Section
      4.24 Tangible
      Properties .  Seller
      has made available for review by Buyer maps of the network which is owned or
      leased by the Company or the Subsidiaries and each segment thereof, which maps
      (“Network Maps”) are described in Schedule 4.24(a). Schedule
      4.24(a) describes the approximate number of route miles, fiber strand miles
      and
      manholes owned by the Company and the Subsidiaries on a combined basis and
      the
      approximate number of fiber strand miles and manholes that the Company and
      the
      Subsidiaries on a combined basis lease, license or, pursuant to IRUs, use
      (collectively, the "Network Facilities"). Subject to the last sentence of
      Section 11.2(b) below, the Network Facilities owned by the Company and the
      Subsidiaries are in such operating condition and state of repair (giving due
      account to the age and length of use of the same, ordinary wear and tear
      excepted) as is reasonably required to conduct the business as it is currently
      conducted by the Company and the Subsidiaries and provide the services currently
      provided by the Company and the Subsidiaries. The Network Facilities are
      sufficient to conduct the business as it is currently conducted by the Company
      and the Subsidiaries and provide the services currently provided by the Company
      and the Subsidiaries.  Except
      as
      shown on Schedule 4.24(a), the
      Company and each Subsidiary has good and marketable title free and clear of
      all
      Encumbrances to the Network Facilities owned by it. With respect to Network
      Facilities leased by the Company and each Subsidiary as lessee, all leases,
      conditional sale contracts, franchises or licenses pursuant to which the Company
      and each Subsidiary may hold or use (or permit others to hold or use) such
      Network Facilities are valid and in full force and effect, and there is not
      under any of such instruments any existing default or event of default or event
      which with notice or lapse of time or both would constitute such a
      default.


45





Section
      4.25 Banks,
      Brokers and Proxies.


Schedule 4.25
      sets forth:




(a) the
      name
      of each bank, investment manager, trust company and stock or other broker with
      which the Company and each Subsidiary maintains an account or from which it
      borrows money;





(b) the
      names
      of all persons authorized by the Company and each Subsidiary to effect
      transactions therewith, or to have access to any safe deposit box or vault;
      and





(c) all
      proxies and powers of attorney of the Company and each Subsidiary or Seller
      in
      matters concerning the business or affairs of the Company and each
      Subsidiary and all
      agreements with third parties granting such third parties the authority to
      bind
      the Company or any Subsidiary.


46





**ARTICLE
      V** ****


**REPRESENTATIONS
      AND WARRANTIES OF BUYER**





Buyer
      hereby represents and warrants to Seller as follows:





Section
      5.1 Organization
      and Related Matters .  Buyer is
      a corporation duly organized, validly existing and in good standing under the
      laws of the State of Delaware.





Section
      5.2 Authority;
      No Violation.




(a) Buyer
      has
      full power and authority to execute and deliver this Agreement, the Security
      Agreements and the other documents required to be executed and delivered by
      Buyer in connection herewith and therewith (collectively, the “Buyer Transaction
      Documents”) and to consummate the transactions contemplated hereby and thereby.
      The execution and delivery of this Agreement and the other Buyer Transaction
      Documents and the consummation of the transactions contemplated hereby and
      thereby have been duly and validly approved by all requisite action on the
      part
      of Buyer, and no other proceedings on the part of Buyer are necessary to approve
      this Agreement and the other Buyer Transaction Documents and to consummate
      the
      transactions contemplated hereby and thereby. This Agreement and each other
      Buyer Transaction Document has been duly and validly executed and delivered
      by
      Buyer and (assuming the due authorization, execution and delivery of this
      Agreement by Seller and each other Buyer Transaction Document by the other
      party
      or parties thereto) constitute the valid and binding obligations of Buyer,
      enforceable against Buyer in accordance with their respective
      terms.





(b) Assuming
      that the filings, notifications, authorizations, consents, orders and/or
      approvals referred to in Section 5.3 are, as applicable, duly made and/or
      obtained, neither the execution and delivery of this Agreement or any other
      Buyer Transaction Document by Buyer, nor the consummation by Buyer of the
      transactions contemplated hereby or thereby to be performed by it, nor
      compliance by Buyer with any of the terms or provisions hereof or thereof,
      will
      (i) violate any provision of the Certificate of Incorporation or Bylaws or
      other
      organizational documents of
      Buyer, or (ii) (A) violate any applicable
      law with
      respect to Buyer or any of its properties or assets, or ( B )
      violate, conflict with, result in a breach of any provision of, or constitute
      a
      default under, any note, bond, mortgage, indenture, deed of trust, license,
      lease, agreement or other instrument or obligation to which Buyer is a party,
      or
      by which Buyer or any of its properties or assets, may be bound or affected,
      except, with respect solely to clause (B) above, for such violations, conflicts,
      breaches or defaults which would not, individually or in the aggregate, prevent
      or materially delay the consummation
      of the transactions contemplated by this Agreement or the other Buyer
      Transaction Documents or the performance
      by Buyer of any of its obligations hereunder or thereunder.


47





Section
      5.3 Consents
      and Approvals .  Except
      for (i) the filings, notifications, authorizations, consents, orders or
      approvals listed in Schedule 5.3, and (ii) such other filings, notifications,
      authorizations, consents, orders or approvals, the failure of which to make
      or
      obtain would not, individually or in the aggregate, prevent
      or materially delay the consummation of the transactions contemplated by this
      Agreement or the other Buyer Transaction Documents or the performance by Buyer
      of any of its obligations hereunder or thereunder ,
      no
      authorizations, consents, orders or approvals of or filings or notifications
      to
      any Governmental Authority or third party are necessary in connection with
      the
      execution and delivery by Buyer of this Agreement or any other Buyer Transaction
      Document, and the consummation by Buyer of the transactions contemplated hereby
      or thereby. For the avoidance of doubt, Seller and Buyer specifically
      acknowledge and agree that Section 6.5, rather than this Section 5.3, governs
      their respective obligations with respect to making, obtaining and rendering
      cooperation in connection with the filings, notifications, authorizations,
      consents, orders and/or approvals listed in Schedules 4.4 and 5.3.





Section
      5.4 Legal
      Proceedings .  Buyer
      is
      not a party to any, and there are no pending or, to Buyer’s knowledge,
      threatened, actions
      or proceedings against
      or otherwise affecting Buyer or its properties or assets or challenging the
      validity or propriety of the transactions contemplated by this Agreement or
      any
      other Buyer Transaction Document which, if adversely determined, would,
      individually or in the aggregate, prevent or materially delay the
      consummation of the transactions contemplated by this Agreement or the other
      Buyer Transaction Documents or the
      performance by Buyer of any of its obligations hereunder or thereunder, and
      there is no injunction, order, judgment, decree or regulatory restriction
      imposed upon Buyer or its properties or assets which would, individually or
      in
      the aggregate, prevent or materially delay the consummation of the transactions
      contemplated by this Agreement or the other Buyer Transaction Documents or
      the
      performance by Buyer of any of its obligations pursuant to this
      Agreement.


48





Section
      5.5 Investment
      Intent of Buyer .  The
      Shares to be acquired under this Agreement will be acquired by Buyer for its
      own
      account and not for the purpose of a distribution. Buyer
      confirms that it has been afforded the opportunity to ask questions and receive
      answers regarding the Company and the Subsidiaries and has reviewed the data
      and
      information it requested from Seller and the Company in connection with this
      Agreement. **** Buyer
      will refrain from transferring or otherwise disposing of any of the Shares
      acquired by it, or any interest therein, in such manner as to violate any
      registration provision of the Securities Act of 1933, as amended, or any
      applicable state securities law regulating the disposition thereof. Buyer agrees
      that the certificates representing the Shares may bear legends to the effect
      that the Shares have not been registered under the Securities Act of 1933,
      as
      amended, or such other state securities laws, and that no interest therein
      may
      be transferred or otherwise disposed of in violation of the provisions
      thereof.





Section
      5.6 No
      Other Broker .  No
      broker, finder or similar intermediary has acted for or on behalf of Buyer
      or
      any Affiliate of Buyer, or is entitled to any broker’s, finder’s or similar fee
      or other commission from Buyer, or any Affiliate of Buyer, in connection with
      this Agreement or the transactions contemplated hereby.





Section
      5.7 Financing .  At
      the
      Closing, Buyer will have sufficient cash to consummate the transactions
      contemplated by this Agreement and the other Buyer Transaction Documents and
      to
      pay all related fees and expenses. Buyer acknowledges and agrees that Buyer’s
      obligations hereunder are not contingent on Buyer obtaining any financing.





Section
      5.8 Amendment
      of Buyer’s Credit Facility .
      On or
      before the date hereof, Buyer and Buyer’s Lenders have entered into an amendment
      (the “Amendment to Credit Facility”) to the First-Lien Credit Agreement dated as
      of December 21, 2004, among Buyer and Buyer’s Lenders (the “Credit Facility”),
      which amendment amended the Credit Facility and all documents executed in
      connection therewith to the full extent necessary to permit Buyer to execute
      and
      deliver this Agreement and the other Buyer Transaction Documents and to
      consummate the transactions contemplated hereby and thereby (including the
      provision and maintenance of the letters of credit contemplated by the Security
      Agreements). The Amendment to Credit Facility is in full force and effect and
      no
      provision thereof has been amended, supplemented or waived.


49





**ARTICLE
      VI**


**COVENANTS**




Section
      6.1 Conduct
      of Business .




(a) From
      the
      date hereof until the earlier of the
      Closing Date or the termination of this Agreement pursuant to the terms hereof,
      ( A )
      except
      for the events or circumstances described in clauses (ii) and (iii) of Section
      4.11, and ( B )
      except
      to the extent that Buyer otherwise consents in
      writing, Seller shall cause each of the Company and the Subsidiaries to use
      commercially reasonable efforts to (i) conduct
      its business in the ordinary course of business, including not
      declaring any dividends or making distributions with respect to the Company
      other than any dividends or distributions of available cash prior to or at
      Closing; (ii) preserve
      intact its present organization; ( iii )
      maintain in effect all material licenses, approvals, qualifications,
      registrations and authorizations necessary to carry on its business as currently
      conducted; and ( iv )
      preserve existing relationships with its employees, customers, suppliers and
      others having material business relationships with it; provided,however,
      that,
      notwithstanding anything to the contrary in this Agreement, Seller shall not
      be
      obligated (nor shall Seller be obligated to cause or permit the Company or
      any
      Subsidiary to be obligated) to pay or provide any compensation or service to
      or
      at the direction of a Governmental Authority or other Person or otherwise incur
      any obligation to a Governmental Authority or other Person in order to satisfy
      clauses (ii), (iii) or (iv) above (other than (x) as may be specifically set
      forth in the licenses, approvals, qualifications, registrations and
      authorizations at issue, (y) the payment of routine filing fees and (z) the
      payment of compensation and provision of services to employees, customers,
      suppliers and others having material business relationships with the Company
      and
      the Subsidiaries pursuant to the terms of such employees’ employment and the
      contractual relationship between the Company or any Subsidiary and such
      customers, suppliers and others);provided,further,however,
      that
      notwithstanding anything to the contrary in this Agreement, without the consent
      of Buyer, Sellershall,
      prior
      to Closing, cause Con Edison Communications, Inc. and/ or CEC Holding Member,
      Inc. to be merged into the Company or into the other and no breach of this
      Agreement, including any representation or warranty of Seller set forth herein,
      shall occur as a result thereof.During
      the
      Interim Period, the Company and the Subsidiaries shall obtain Buyer’s prior
      written consent (which consentshall
      notbe
      unreasonably withheld, delayed or conditioned) before entering into (i) during
      the period from the date hereof through and including February 28, 2006, anyCapital
      Expenditure Commitment that, when aggregated with all other Capital Expenditure
      Commitments entered into during such period, would require the Company or any
      Subsidiary to make Capital Expenditures in excess of $2,275,000 or (ii) during
      anycalendar
      month thereafter, anyCapital
      Expenditure Commitment that, when aggregated with all other Capital Expenditure
      Commitments entered into during such calendar month, would require the Company
      or any Subsidiary to make Capital Expenditures in excess ofthe
      Capital Expenditure Commitment Budget for such calendar month. Notwithstanding
      the foregoing or anything to the contrary set forth in this Agreement, if the
      Company and the Subsidiaries are required to obtain Buyer’s prior written
      consent for any Capital Expenditure Commitment but Buyer does provide its prior
      written consent to such Capital Expenditure Commitment, the Company and the
      Subsidiaries may, nevertheless, enter into such Capital Expenditure Commitment
      so long as Seller first executes and delivers to Buyer a written agreement
      obligating Seller to cause the Capital Expenditures required by the Capital
      Expenditure Commitment at issue to be paid (or to reimburse Buyer for Buyer’s
      payment of same) when and as such payment(s) become due.


50




(b) From
      the
      date hereof until the earlier of the Closing Date or the termination of this
      Agreement pursuant to the terms hereof, Seller shall cause each of the Company
      and the Subsidiaries to make no election with respect to Taxes without the
      prior
      written consent of Buyer (which consent shall not be unreasonably withheld,
      delayed or conditioned).


51





Section
      6.2 Public
      Announcements .  Buyer
      and
      Seller shall consult with each other before issuing, and provide each other
      the
      opportunity to review and comment upon, any press release or other public
      statements with respect to the transactions contemplated by this Agreement,
      and
      shall not issue any such press release or make any such public statement prior
      to such consultation and
      without the prior written consent of the other party ,
      except
      as may be required by applicable
      law or court
      process or by obligations pursuant to any listing agreement with any national
      securities exchange ( provided , however ,
      that
      the initial press release of each of Buyer and Seller with respect to the
      announcement of this Agreement and transactions contemplated hereby shall be
      in
      the form mutually agreed upon in advance by Buyer and Seller).





Section
      6.3 Expenses . Regardless of whether any or all of the transactions contemplated by this
      Agreement are consummated, and except as otherwise expressly provided herein,
      Buyer and Seller shall each bear its respective direct and indirect
      expenses incurred
      in connection with the negotiation and preparation of this Agreement and the
      consummation of the transactions contemplated hereby, and Seller shall be
      responsible for all out-of-pocket expenses owed to third parties incurred by
      the
      Company or the Subsidiaries prior to the Closing Date in connection with the
      negotiation and preparation of this Agreement and the consummation of the
      transactions contemplated hereby. For the avoidance of doubt, such out-of-pocket
      expenses of the Company and the Subsidiaries shall not include any payroll
      or
      other internal expenses of the Company or the Subsidiaries or any franchise
      fee
      payments, filing fees, public notice advertisement or similar charges relating
      to approvals and counsel fees of the governmental and non-governmental approving
      bodies, all of which expenses will be paid by the Company or the Subsidiaries
      in
      the ordinary course of their business .





Section
      6.4 Access;
      Certain Communications .  Between
      the date of this Agreement and the Closing Date, subject to applicable
      laws relating
      to the exchange of information and subject to the provisions of contracts
      entered into by Seller, the Company, and/or any Subsidiary with third parties
      prior to the date of this Agreement:


52





(a) Seller
      shall (and shall cause the Company and each Subsidiary to) afford to Buyer
      and
      its authorized agents and representatives access, upon reasonable advance notice
      and during normal business hours, to all books,
      records, documents and other information of the
      Company and the Subsidiaries; provided , however ,
      that
      such access and review shall be permitted and conducted in a manner which does
      not materially interfere with the normal operations or customer and employee
      relations of the Company or the
      Subsidiaries. Buyer shall direct all requests for access to any books, records,
      documents or other information of the Company or any Subsidiary and all
      communications with officers and employees of the Company or any Subsidiary
      to
      Louis Buck, for all financial related information, and JoAnn F. Ryan, for all
      other information. Notwithstanding the foregoing, Buyer shall not have access
      to
      personnel records of the Company or the Subsidiaries relating to individual
      performance or evaluation records, medical histories or other books, records,
      documents or information that, in the opinion of Seller’s counsel (whether
      Seller’s in-house or outside counsel), is sensitive or the disclosure of which
      could subject Seller, the Company or the Subsidiaries (or the trustees,
      directors, employees or agents of such entities) to risk of
      liability.  Without
      limiting any of the terms thereof, the terms of the Confidentiality Agreement
      shall govern Buyer’s and its agents’ and representatives’ obligations with
      respect to all confidential information with respect to Seller, the Company
      and/or the Subsidiaries which
      has been or
      is
      p rovided
      or made available to them at any time, including during the period between
      the
      date of this Agreement and the Closing Date; and





(b) Except
      as
      otherwise required pursuant to applicable
      law, each party hereto shall
      give prompt notice to the
      other
      party of (i)
      any material communication received from or given to any Governmental Authority
      in connection with any of the transactions contemplated hereby; (ii) any notice
      or other communication from or on behalf of any Person alleging that the consent
      of such Person is or may be required in connection with the transactions
      contemplated by this Agreement; and (iii) any actions, suits, claims or
      investigations commenced or , to such
      party’ s
      knowledge, threatened against Buyer, Seller,
      the Company or the Subsidiaries, as
      applicable, that seek to restrain or enjoin the
      consummation of the transactions contemplated by this Agreement .


53





Section
      6.5 Regulatory
      Matters; Third Party Consents.




(a) (i) Buyer
      and
      Seller shall cooperate with each other and (A) shall use their commercially
      reasonable efforts to prepare and to file promptly after the date hereof all
      necessary documentation, and to effect all applications, notices, petitions
      and
      filings, with each Governmental Authority and each other third party which
      are
      necessary to
      consummate the transactions contemplated by this Agreement, and (B) shall use
      their commercially reasonable efforts to obtain as promptly as practicable
      any
      permit, consent, approval, order, waiver or authorization of such Governmental
      Authority or third party which is necessary to
      consummate the transactions contemplated
      by this Agreement.





(ii)  Notwithstanding
      anything to the contrary in this Agreement, neither Seller nor Buyer shall
      be
      obligated (nor shall they be obligated to cause or permit any of their
      respective Affiliates to be obligated) to pay or provide any compensation or
      service to or at the direction of such a Governmental Authority or third party
      or otherwise incur any obligation to such a Governmental Authority or third
      party or its designee (other than as may be specifically set forth in the
      permit, lease, or contract at issue and except for the payment of routine filing
      fees) in order to obtain any permit, consent, approval, order, waiver or
      authorization of such a Governmental Authority or third party.





(b) Subject
      to applicable
      law relating
      to the exchange of information, Buyer and Seller shall have the right to review
      in advance, and shall consult with the other party on, all
      the
      information relating to Seller, the Company and the Subsidiaries or Buyer,
      as
      the case may be, and any of their respective Affiliates, which appears in any
      filing made with, or written materials submitted to, any Governmental Authority
      or any other third party in connection with the transactions contemplated by
      this Agreement. The parties hereto agree that they will consult with each other
      with respect to the obtaining of any permit, consent, approval, order, waiver
      or
      authorization of a Governmental Authority or other third party
      necessary to
      consummate the transactions contemplated by this Agreement and each party shall
      keep the other apprised of the status of obtaining any such permit, consent,
      approval, order, waiver or authorization. The party responsible for a filing
      shall promptly deliver to the other party evidence of the filing of all
      applications, notices, petitions and filings relating thereto, and any
      supplement, amendment or item of additional information in connection therewith.
      The party responsible for a filing shall also promptly deliver to the other
      party a copy of each notice, order, opinion and other item of correspondence
      received from or sent to any Governmental Authority by such filing party in
      respect of any such application, notice, petition or filing. In exercising
      the
      foregoing rights and obligations, Buyer and Seller shall act reasonably and
      promptly.


54





(c) Buyer
      and
      Seller shall, upon request, furnish each other with all information concerning
      themselves, their respective subsidiaries, directors, officers and stockholders
      and such other matters as may be reasonably necessary in connection with any
      application, notice, petition or filing made by or on behalf of Buyer, the
      Company or any of their respective Affiliates to any Governmental Authority
      in
      connection with the transactions contemplated by this Agreement (except
      to the extent that such information would be, or relates to information that
      would be, filed under a claim of confidentiality) .





(d) Buyer
      and
      Seller shall promptly advise each other upon receiving any communication from
      any Governmental Authority whose permit, consent, approval, order, waiver or
      authorization is required for consummation of the transactions contemplated
      by
      this Agreement which causes such party to believe that there is a reasonable
      likelihood that any requisite permit, consent, approval, order, waiver or
      authorization will not be obtained or will be materially delayed .





(e) Notwithstanding
      anything to the contrary contained in this Section 6.5 or elsewhere in this
      Agreement, if any Excluded Consents have not been obtained prior to the earlier
      of (i) the date by which all other authorizations, filings, notifications,
      consents, orders and approvals set forth on Schedules 4.4 and 5.3 have been
      obtained or made, as applicable, and (ii) the date that is sixty (60) days
      after
      the date hereof, then pursuant to Seller’s written instructions that are
      provided from time to time thereafter with respect to the Excluded Consents,
      Buyer and Seller shall (and Buyer and Seller shall cause their respective
      Affiliates to) cease their efforts to obtain such Excluded Consents and take
      such actions as Seller deems necessary to cause (and Seller shall use
      commercially reasonable efforts to cause to be prepared and filed all necessary
      documentation to cause) any or all of the certificates of public convenience
      and
      necessity (or comparable authority) to which such Excluded Consents relate
      to be
      terminated on or prior to the Closing Date. The provisions of Section 6.5(a)(ii)
      shall apply as well to any consent, approval, order or authorization that may
      be
      required to so terminate any and all such certificates of public necessity
      and
      convenience (or comparable authority).


55





Section
      6.6 Further
      Assurances . Each of
      the parties hereto shall execute such documents and other papers and perform
      such further acts as may be reasonably required to carry out the provisions
      hereof and consummate the transactions contemplated hereby. Each such party
      shall, on or prior to the Closing Date, use its commercially reasonable efforts
      to fulfill the
      conditions precedent on
      its
      part to be fulfilled for the
      consummation of the transactions contemplated hereby, including the execution
      and delivery of any documents, certificates, instruments or other papers that
      are required
      pursuant to this Agreement .





Section
      6.7 Notification
      of Certain Matters . During
      the period between the date hereof and the Closing Date, each party
      shall give prompt notice to the other party of (i) the occurrence, or failure
      to
      occur, of any event or the existence of any condition that has caused any
      of
      its representations or warranties contained in this Agreement to be materially breached and
      (ii)
      any failure on its part to comply with or satisfy, in any material respect,
      any
      covenant, condition or agreement to be complied with or satisfied by it under
      this Agreement.


56


Section
      6.8 Updated
      Schedules.Prior
      to
      Closing,Seller
      shallsupplement
      and/or otherwise amendits
      disclosure schedules, the Contracts List, the Company Employee List and/or
      the
      Insurance and Bond List,including by the addition of new schedules with respect to any representations
      and warranties of Seller in this Agreement for which no schedule was provided
      as
      of the date hereof (the disclosure schedules, Contracts List**,**Company
      Employee List and Insurance and Bond List as supplemented and/or otherwise
      amended and any such new schedules, the “Updated Schedules”), with respect to
      matters arising after the date of this Agreement which matters, if existing
      as
      of the date of this Agreement, would have been set forth in suchschedules,
      Contracts List, Company Employee List and/or Insurance and Bond List**,**as
      applicable**,**provided
      that the foregoing shall not apply with respect to any schedules, the Contracts
      List, the Company Employee List or the Insurance and Bond List, or any portion
      thereof, that relates solely to the date of this Agreement. Upon furnishing
      them
      to Buyer, and subject to Section 8.1(g), the Updated Schedules shall become
      part
      of this Agreement in lieu of their respective predecessorschedules
      (if any) or Contracts List, Company Employee List or Insurance and Bond List
      for
      all purposes of this Agreement.Notwithstanding the foregoing, no Updated Schedule shall be deemed to
      have cured any breach of any representation or warranty made by Seller as of
      the
      date of this Agreement, unless Buyer otherwise consents in writing. Seller
      and
      Buyer acknowledge and agree that the inclusion of any item or statement in
      any
      schedule ,
      the
      Accounts Receivable List, the Contracts List, the Company Employee List, the
      Insurance and Bond List, the Stock Option List or any Updated
      Schedule, which item or statement was not required to be included in such documents (because
      it does not meet a threshold amount for inclusion or for any other reason),
      shall not be construed to create any obligation to include any item or statement
      in the same or any different schedule ,
      Accounts Receivable List, Contracts List, Company Employee List, Insurance
      and
      Bond List, Stock Option List or any Updated
      Schedule, which item or statement is not required to be so included (because
      it
      does not meet a threshold amount for inclusion or for any other
      reason) ; provided that, if
      Seller includes any item in a schedule or in the Contracts List, Company
      Employee List and/or Insurance and Bond List as of the date of this Agreement
      and a change occurs with respect to such item prior to Closing that would be
      required to be reflected in an Updated Schedule, Seller shall be required to
      reflect such change in the applicable Updated Schedule .





Section
      6.9 Access
      To Records After Closing Date.   From
      and
      after the Closing Date, each of the parties shall permit the other party
      reasonable access to any records
      or other documents with respect to the Company or the Subsidiaries in its
      possession, and the right to duplicate such records
      or other documents at such party’s own expense ,
      to the
      extent that the requesting party has a reasonable business purpose for
      requesting such access or duplication. Notwithstanding any other provision
      of
      this Section, access to any records
      or other documents may be
      denied to the requesting party if the other party is required under applicable
      law or by
      agreement to deny such access. Section 6.13, rather than this Section, governs
      access to records and documents in connection with the WTC Site Cases and the
      Mastec Litigation.





57




Section
      6.10 Employee
      Benefits.





(a) Except
      in
      the case of the Con Edison Non-Regulated Subsidiaries Severance Pay Plan (which
      is governed exclusively by Section 6.10(c)) and except as noted in the third sentence
      of this Section 6.10(a), for purposes of Seller’s Benefit Plans, the employment
      of the Company Employees shall be deemed to be terminated as of the Closing
      Date
      and the rights of and benefits available to Company Employees under Seller’s
      Benefit Plans shall be determined and calculated accordingly. The
      Seller’s Benefit Plans shall not be transferred to or assumed by Buyer or
      Buyer’s Affiliates, they shall not be benefit plans or arrangements of the
      Company or the Subsidiaries on or after the Closing Date, they shall not follow
      the sale of the Shares to Buyer or
      Buyer’s Affiliates, and Buyer, Buyer’s
      Affiliates, the Company and the Subsidiaries shall
      have no liability or responsibility under the Seller’s Benefit Plans. Notwithstanding the deemed termination described in the first sentence of this
      paragraph(a) ,
      a
“qualifying event” entitling Company Employees to continued health care coverage
      under COBRA shall not be deemed to occur if the regulations under COBRA provide
      that the sale of the Shares pursuant to this Agreement does not constitute
      a
“qualifying event.”




(b) Except
      as
      specified in the last sentence of this Section 6.10(b) with regard to COBRA
      continuation coverage ,
      and
      except to the extent that any medical, dental, prescription drug or vision
      care
      benefits under any Seller’s Benefit Plans continue to be available until the end
      of the calendar month in which the Closing Date occurs ,
      Company
      Employees shall not be permitted to continue to participate in Seller’s Benefit
      Plans after the Closing Date. Except as set forth in Section 6.10(c), Seller
      shall retain responsibility for, and on and after the Closing Date shall
      indemnify and hold Buyer ,
      the
      Company and the Subsidiaries harmless
      from, any and all obligations of the Company or any of the Subsidiaries to
      Company Employees (including those relating to expenses incurred by Company
      Employees or their eligible dependents prior to the Closing Date) arising under
      Seller’s Benefit Plans and based either on (i) participation by Company
      Employees in Seller’s Benefit Plans prior to the Closing Date or (ii) employment
      of Company Employees by the Company or any of the Subsidiaries prior to the
      Closing Date as such employment pertains to Seller’s Benefit Plans. To the
      extent required by COBRA, Seller agrees to retain responsibility for making
      COBRA continuation coverage available to Company Employees .


58





(c) Effective
      as of the Closing Date, Buyer shall cause the employer of each Company Employee
      who is employed on or after the Closing Date by Buyer, any of its Affiliates,
      the Company or any of the Subsidiaries, or any related entity that the foregoing
      may cause to so employ any Company Employee, to have in effect a severance
      plan
      (collectively, the “Buyer’s Severance Plan”) that contains terms identical in
      all material respects to the Con Edison Non-Regulated Subsidiaries Severance
      Pay
      Plan, as in effect as of the Closing Date, including crediting Company Employees
      for their service prior to the Closing Date with the Company or any of the
      Subsidiaries or any of its or their Affiliates .
      Buyer
      shall cause the Buyer’s Severance Plan to remain in effect for such period as
      will permit any Company Employee who is employed as aforesaid on or after the
      Closing Date to be entitled to benefits under the Buyer’s Severance Plan if such
      Company Employee’s employment is terminated during the period between the
      Closing Date and the date that is six (6) months after the Closing Date and
      the
      nature of such termination qualifies the Company Employee for benefits under
      the
      Buyer’s Severance Plan. Buyer shall cause the Buyer’s Severance Plan to remain
      free of any amendments, suspensions or terminations which would serve to reduce
      the benefits available thereunder to Company Employees or frustrate the
      intention of the foregoing provisions, provided that Buyer, in its discretion and subject to
      the
      terms of the Buyer’s Severance Plan, applicable law, and the other provisions of
      this Agreement, may at any time after the date that is six (6) months after
      the
      Closing Date terminate or amend the Buyer’s Severance Plan so long as such
      termination or amendment does not serve to reduce the benefits available under
      the Buyer’s Severance Plan to Company Employees whose employment is terminated
      during the period between the Closing Date and the date that is six (6) months
      after the Closing Date or otherwise frustrate the intention of the foregoing
      provisions. Buyer shall cause the Company and the Subsidiaries on and after
      the
      Closing Date to assume responsibility for, and Buyer shall indemnify and hold
      Seller and its Affiliates harmless from and against, all rights and claims,
      if
      any, of Company Employees against Seller and/or Seller’s Affiliates and all
      obligations, if any, of Seller and/or Seller’s Affiliates to Company Employees
      under the Con Edison Non-Regulated Subsidiaries Severance Pay Plan based on
      any
      action, including termination of employment of any Company Employees, that
      may
      be taken by the Buyer, any of its Affiliates, the Company or any of the
      Subsidiaries (or any related entity that the foregoing may cause to so employ
      any Company Employee) on or after the Closing Date.


59





(d) Buyer
      shall cause the Con Edison Communications, Inc. Change In Control Benefit Plan
      (the “Company CIC Plan”) and the Con Edison Communications, Inc. Change In
      Control Plan For Key Employees (the “Company Key Employee CIC Plan”) to be
      retained by
      the
      Company and the Subsidiaries on and after the Closing Date. Notwithstanding
      the foregoing, and subject to the other terms and conditions of the Company
      CIC
      Plan and of the Company Key Employee CIC Plan, as applicable, Seller shall
      retain responsibility for, and on and after the Closing Date shall indemnify
      and
      hold Buyer, the Company and the Subsidiaries harmless from and against, **(i)** any
      and
      all obligations of the Company and any Subsidiary under the Company Key Employee
      CIC Plan to David W. Robinson, a “Participant” (as defined in the Company Key
      Employee CIC Plan”), for any payment or other benefit to which he may become
      entitled under such plan based upon the transactions contemplated by this
      Agreement being a “Change in Control” as defined in such plan, and (ii) any and
      all obligations of the Company and any Subsidiary under the Company CIC Plan
      to
      any “Participant” (as defined in the Company CIC Plan) as well as any and all
      obligations of the Company and any Subsidiary under the Company Key Employee
      CIC
      Plan to any “Participant” (as defined in the Company Key Employee CIC
      Plan) **** for


60


(A)
      any
      payment pursuant to Section 3.1(a)(i) of the Company CIC Plan to which a
“Participant” as defined in such plan may become entitled based upon the
      transactions contemplated by this Agreement being a “Change in Control” as
      defined in such plan, (B) any “Transaction Bonus” as defined in the Company CIC
      Plan to which a “Participant” as defined in such plan may become entitled
      pursuant to Section 3.3 of such plan based upon the transactions contemplated
      by
      this Agreement being a “Change in Control” as defined in such plan, (C) any
      payment pursuant to Section 3.1(a)(i) of the Company Key Employee CIC Plan
      to
      which a “Participant” as defined in such plan may become entitled based upon the
      transactions contemplated by this Agreement being a “Change in Control” as
      defined in such plan, and (D) any “Transaction Bonus” as defined in the Company
      Key Employee CIC Plan to which a “Participant” as defined in such plan may
      become entitled pursuant to Section 3.3 of such plan based upon the transactions
      contemplated by this Agreement being a “Change in Control” as defined in such
      plan. Subject
      to Seller’s obligations under the immediately preceding sentence, Buyer shall
      cause the Company and the Subsidiaries to retain and assume the Company CIC
      Plan
      and the Company Key Employee CIC Plan on and after the Closing Date and to
      retain and assume responsibility for, and Buyer shall indemnify and hold Seller
      and Seller’s Affiliates harmless from and against, any and all other obligations
      of the Company and any Subsidiary under the Company CIC Plan and the Company
      Key
      Employee Plan, including any and all obligations to any “Participant” as defined
      in the Company CIC Plan for any payment to which such a Participant may become
      entitled pursuant to Section 3.1(a)(ii) and/or Section 3.2 of such
      plan
      based upon the transactions contemplated by this Agreement being a “Change in
      Control” as defined in such plan and any
      and
      all obligations to any “Participant” as defined in the Company Key Employee CIC
      Plan for any payment to which such a Participant may become entitled pursuant
      to
      Section 3.1(a)(ii) and/or Section 3.2 of such
      plan
      based upon the transactions contemplated by this Agreement being a “Change in
      Control” as defined in such plan. Buyer shall cause the Company and the
      Subsidiaries, to the extent necessary to satisfy Buyer’s obligations under this
      Section 6.10(d), to maintain the Company CIC Plan and the Company Key Employee
      CIC Plan free of any amendments, suspensions or terminations which would serve
      to reduce the benefits available thereunder to Company Employees or frustrate
      the intention of the foregoing provisions. Seller shall make any payments
      pursuant to Section 3.1(a)(i) and Section 3.3 of the Company CIC Plan and any
      payments pursuant to Section 3.1(a)(i) and Section 3.3 of the Company Key
      Employee CIC Plan directly to the applicable Participant if Seller receives,
      in
      its reasonable discretion, adequate assurances that Seller, the Company and the Subsidiaries
      would be discharged of their obligation to such Participant under such sections
      if such payment were made directly by Seller to such Participant rather than
      by
      the Company or any Subsidiary to such Participant.


61


Buyer
      shall cause those certain letters of agreement (and their attachments) as in
      effect on the Closing Date between Con Edison Communications, Inc. (signed
      on
      its behalf by Karen Nikischer, Vice President, Human Resources (an officer
      of
      CSS)) and certain Company Employees (collectively, the “Company Retention Pay
      Program Participants”), under which specified payments may be made to the
      Company Retention Pay Program Participants if they remain Company Employees
      through the effective date of the “Change in Control” as defined in such letters
      of agreement and their attachments (such letters of agreement and their
      attachments, collectively, the “Company Retention Pay Program”), to be retained by
      the
      Company and the Subsidiaries on and after the Closing Date. Notwithstanding
      the
      foregoing, and subject to the terms and conditions of the Company Retention
      Pay
      Program, Seller shall retain responsibility for, and on and after the Closing
      Date shall indemnify and hold the Buyer, the Company and the Subsidiaries
      harmless from and against, any and all obligations of the Company and any
      Subsidiary under the Company Retention Pay Program to any Company Retention
      Pay
      Program Participants. Seller shall make any payments pursuant to the Company
      Retention Pay Program directly to the applicable Company Retention Pay Program
      Participant if Seller receives, in its reasonable discretion,
      adequate assurances that Seller, the Company and the Subsidiaries would be
      discharged of their obligation to such Company Retention Pay Program Participant
      if such payment were made directly by Seller to such Company Retention Pay
      Program Participant rather than by the Company or any Subsidiary to such Company
      Retention Pay Program Participant.


62





(e) Buyer
      shall cause any and all Company Employees who are employed on or after the
      Closing Date by Buyer, one of its Affiliates, the Company or any of the
      Subsidiaries, or any related entity that the foregoing may cause to so employ
      any Company Employee, and who participate in any existing or future employee
      benefit plan (other than any defined benefit
      plan ,
      as
      defined in Section 414(j) of the Code or Section 3(35) of ERISA )
      of
      Buyer, any of its Affiliates, the Company, any of the Subsidiaries, or any
      related entity that the foregoing may cause to so employ the Company Employees
      (collectively, “Buyer’s Benefit Plans”), to be (i) credited under Buyer’s
      Benefit Plans for their service prior to the Closing Date with the Company
      or
      any of the Subsidiaries or any of its or their Affiliates for purposes of
      eligibility, pre-existing condition limitations, vesting employer contributions,
      matching contributions, severance allowance and service-related level of
      benefits under Buyer’s Benefit Plans (provided that
      there shall be no duplication of benefits and that
      service with the Company, the Subsidiaries or its or their Affiliates prior
      to
      the Closing Date will not be required to be counted for purposes of benefit
      accruals after the Closing Date under any Buyer’s Benefit Plan maintaining
      accrued benefits that may be established or amended after the Closing Date
      to
      provide for benefits based on accrued service); and
      (ii)
      credited for any co-payments and deductibles paid in connection with Seller’s
      Benefit Plans prior to the Closing Date in satisfying any applicable deductible
      or out-of-pocket requirements under any applicable Buyer’s Benefit Plans. Buyer
      shall (A) cause the applicable entity under the Buyer’s Benefit Plans to (1)
      waive all limitations as to preexisting conditions and waiting periods with
      respect to participation and coverage requirements applicable to all Company
      Employees who reside, as of the Closing, in the State of New York, New Jersey
      or
      Connecticut and (2) waive all limitations as to preexisting conditions and
      waiting periods with respect to participation and coverage requirements
      applicable to each Company Employee who resides, as of the Closing, in any
      state
      other than the State of New York, New Jersey or Connecticut if a certificate
      of
      coverage with respect to such Company Employee, as required under the Health
      Insurance Portability and Accountability Act of 1996, is provided to Buyer,
      and
      (B) use commercially reasonable efforts to cause the applicable entity under
      the
      Buyer’s Benefit Plans to waive all exclusions with respect to participation and
      coverage requirements applicable to the Company Employees, other than, in the
      case of both (A) and (B) above, limitations, exclusions or waiting periods
      under
      Seller’s Benefit Plans that, as of the Closing Date, are in effect with respect
      to such Company Employees and have not been satisfied or
      waived.


63





(f) To
      the
      extent that Company Employees participate in or are eligible to participate
      in
      the Consolidated Edison Communications, Inc. Long Term Incentive Plan effective
      January 1, 2000, the employment of such Company Employees, for purposes of
      such
      plan, will be deemed to have been terminated as of the Closing Date and the
      rights of such Company Employees under such plan shall be determined and
      calculated accordingly, and such plan shall not be retained or assumed by the
      Company or the Subsidiaries on or after the Closing Date nor be transferred
      to,
      or follow the sale of the Shares to, Buyer or Buyer’s Affiliates. Prior to or as
      of the Closing Date, Seller shall cause the Company or a Subsidiary, as
      applicable, to terminate the Consolidated Edison Communications Long Term
      Incentive Plan effective January 1, 2000 in a manner consistent with that
      plan and this Agreement. Notwithstanding
      the foregoing, and subject to the other terms and conditions of the Consolidated
      Edison Communications Long-Term Incentive Plan effective January 1, 2000, Seller
      shall retain responsibility for, and on or after the Closing Date shall
      indemnify and hold Buyer, the Company and the Subsidiaries harmless from, any
      and all obligations of the Company or the Subsidiaries to Company Employees
      arising from the Consolidated Edison Communications Long-Term Incentive Plan
      effective January 1, 2000.





(g) Buyer
      shall cause the Company Option Plan to be retained by the
      Company and the Subsidiaries on and after the Closing Date and shall cause
      the
      Company and the Subsidiaries on and after the Closing Date to retain and assume
      the responsibility under such plan in respect of any and all awards issued
      under
      such plan that were not terminated or forfeited, subject in each case to any
      permitted termination or modification of such plan and awards pursuant to the
      terms of such plan and awards and applicable law after the Closing Date. Seller
      shall cause the Company and the Subsidiaries to not issue any awards under
      such
      plan during the Interim Period. In the event that any of the options set forth
      on the Stock Options List are exercised during the Interim Period and, at the
      time of such exercise, the outstanding stock of the Company and the Subsidiaries
      is not listed on any stock exchange or the Nasdaq National Market, then Seller
      shall cause the Company and the Subsidiaries, pursuant to Section 14(f)(c)
      of
      the Company Option Plan, to decline to issue stock of the Company or the
      Subsidiaries in connection with the exercise of such option, unless a court
      of
      competent jurisdiction renders an order or judgment requiring that stock of
      the
      Company or the Subsidiaries be so issued. Seller shall cause Buyer to be
      provided with written notice of the exercise of any such option during the
      Interim Period promptly after receipt by the Company or any Subsidiary of
      written documentation so exercising such option.


64





(h) Buyer
      shall cause the Con Edison Communications, Inc. Sales Engineering-Director
      Compensation Plan for 2005, the Con Edison Communications, Inc. Sales
      Engineering Compensation Plan for 2005, the Con Edison Communications, Inc.
      Compensation Plan for Carrier/Enterprise Sales Director for 2005, and the Con
      Edison Communications, Inc. Compensation Plan for Account Managers for 2005
      (collectively, the “2005 Plans”) to be retained by
      the
      Company and the Subsidiaries on and after the Closing Date and shall cause
      the
      Company and the Subsidiaries on and after the Closing Date to retain all
      responsibility under such plans, subject in each case to any permitted
      termination or modification of the 2005 Plans pursuant to the terms of such
      plans and applicable law after the Closing Date **;** provided , however ,
      that,
      subject to an aggregate amount equal to the total amount that is accrued as
      of
      the Closing Date in Account No. 234101 (entitled “Accrued Expenses” and
      referenced in Schedule 1.1(d)) in respect of commissions to Company Employees
      pursuant to the 2005 Plans based on sales prior to the Closing Date with which
      Company Employees have been credited, Seller shall reimburse Buyer for the
      commissions that Buyer, the Company or a Subsidiary actually pays after the
      Closing Date to the applicable Company Employees for such sales in accordance
      with the 2005 Plans (such reimbursement shall be made within thirty (30) days
      after Buyer furnishes Seller with a written request for such reimbursement
      together with reasonable evidence of payment of such commission to the
      applicable Company Employee). **** Seller
      agrees to consult with Buyer in connection with Seller’s development of plans
      that replace the 2005 Plans and apply to sales made after the periods covered
      by
      the 2005 Plans (collectively,
      the “2006 Plans”); provided , however ,
      that,
      in any event, each of the 2006 Plans shall provide that it can be terminated
      at
      any time; and, provided , further ,
      that,
      subject to an aggregate amount equal to the total amount that is accrued as
      of
      the Closing Date in Account No. 234101 (entitled “Accrued Expenses” and
      referenced in Schedule 1.1(d)) in respect of commissions to Company Employees
      pursuant to the 2006 Plans based on sales prior to the Closing Date with which
      Company Employees have been credited, Seller shall reimburse Buyer for the
      commissions that Buyer, the Company or a Subsidiary actually pays after the
      Closing Date to the applicable Company Employees for such sales in accordance
      with the 2006 Plans (such reimbursement shall be made within thirty (30) days
      after Buyer furnishes Seller with a written request for such reimbursement
      together with reasonable evidence of payment of such commission to the
      applicable Company Employee). As soon as reasonably practicable after the
      Closing Date, Seller shall notify Buyer in writing of (i) the total amount
      that
      is accrued as of the Closing Date in Account No. 234101 (entitled “Accrued
      Expenses” and referenced in Schedule 1.1(d)) in respect of commissions to
      Company Employees pursuant to the 2005 Plans based on sales prior to the Closing
      Date with which Company Employees have been credited, and (ii) the total amount
      that is accrued as of the Closing Date in Account No. 234101 (entitled “Accrued
      Expenses” and referenced in Schedule 1.1(d)) in respect of commissions to
      Company Employees pursuant to the 2006 Plans based on sales prior to the Closing
      Date with which Company Employees have been credited. For the avoidance of
      doubt, Seller and Buyer hereby acknowledge and agree that, notwithstanding
      Account No. 234101 being referenced in Schedule 1.1(d), no amount that is
      accrued in such account as of the Closing Date in respect of commissions to
      Company Employees pursuant to the 2005 Plans or the 2006 Plans based on sales
      prior to the Closing Date with which Company Employees have been credited shall
      be taken into account in determining the adjustments to the Purchase Price
      pursuant to Section 3.3.


65





(i) Seller
      shall take, or cause to be taken, (i) such actions, if any, as may be necessary
      to fully vest, as of the Closing Date, each Company Employee’s account balance
      under  the
      Consolidated Edison Thrift Savings Plan ( “Seller’s
      401(k) Plan”) and (ii) such actions, if any, as may be required by Seller’s
      401(k) Plan, to notify, following the Closing Date, Company Employees
      participating in Seller’s 401(k) Plan that they are entitled to an immediate
      distribution from Seller’s 401(k) Plan. Buyer agrees to cause a defined
      contribution plan maintained or contributed to by
      Buyer, any
      of
      its Affiliates, the Company, any of the Subsidiaries, or any related entity
      that
      the foregoing may cause to employ
      any Company Employee, that
      is
      intended to be qualified under Sections 401(a) and (k) of the Code (“Buyer’s
      401(k) Plan”) to provide, upon such administrative terms and conditions as may
      be established by Buyer in its reasonable discretion, each Company Employee
      an
      opportunity to make a direct rollover to Buyer’s 401(k) Plan of an eligible
      distribution from Seller’s 401(k) Plan that includes promissory notes reflecting
      the Company Employee’s then outstanding participant loan(s) under Seller’s
      401(k) Plan. In addition, Seller, in accordance with the principles and methods
      set forth in Revenue Ruling 2002-32, shall cause a transfer of assets from
      a
      Code Section 125
      cafeteria plan in which Company Employees participate prior to the Closing
      Date
      to be accepted into any Code
      Section 125 cafeteria plan that
      may
      be maintained
      on and after the Closing Date by Buyer, any
      of
      its Affiliates, the Company, any of the Subsidiaries, or any related entity
      that
      the foregoing may cause to so employ any Company Employee, which transfer shall consist
      of cash
      equal to the
      account balances under the first-mentioned Code Section 125
      cafeteria plan of Company Employees who are employed by Buyer, any
      of
      its Affiliates, the Company, any of the Subsidiaries, or any related
      entity on and
      after the Closing Date. Absent
      an
      available Code Section 125 cafeteria plan of Buyer, no such transfer shall
      be
      made hereunder. **** Buyer,
      Company and Seller shall cooperate in good faith to effectuate the provisions
      of
      this Section
      6.10(i).


66





(j) Seller
      shall provide to Buyer, by letter of even date herewith and by a subsequent
      letter delivered on or prior to the Closing Date, a list (the “Company Employee
      List”) setting forth, as of the date hereof and as of the Closing Date,
      respectively, (i) for each Company Employee, the
      Company Employee’s base salary, the Company Employee’s initial date of hire by
      the Company, a Subsidiary or an Affiliate of Seller, whichever is the earliest
      date, and the Company Employee’s job title and level, (ii) the names of the
      Company Employees participating in the Company CIC Plan, (iii) with respect
      to
      each Company Employee participating in the Company CIC Plan, the “Applicable
      Percentage” (as defined in the Company CIC Plan), (iv) the names of the Company
      Employees participating in the Company Key Employee CIC Plan, and (v) the names
      of the Company Retention Pay Program Participants, in each case except as
      otherwise specifically provided in the Company Employee List.





(k) Buyer
      acknowledges that certain Benefit Plans are or may be subject to the
      requirements of Section 409A of the Code, including requirements that the
      Benefit Plans be operated and/or the awards or distributions thereunder be
      made
      in good faith compliance with Section 409A of the Code after 2004 and that
      the
      amendments be made, retroactively if necessary, before the end of 2006 to comply
      with Section 409A of the Code and applicable guidance. Prior to the Closing
      Date, Seller shall identify any Company Employee Plans that may be subject
      to
      the excise tax and penalties of Section 409A of the Code.


67





Section
      6.11 No
      Solicitations .  From
      the
      date hereof until the earlier of the Closing or the termination of this
      Agreement in accordance with its terms, Seller shall not, nor shall it authorize
      or permit the Company or any Subsidiary or any of their respective officers
      or
      directors (collectively, the “Seller Representatives”), directly
      or indirectly, to (a) solicit, facilitate, initiate, entertain, encourage or
      take any action to solicit, facilitate, initiate, entertain or encourage, any
      inquiries or communications or the making of any proposal or offer that
      constitutes an Acquisition Proposal, or (b) participate or engage in any
      discussions or negotiations with, or provide any information to or take any
      other action with the intent to facilitate the efforts of, any Person concerning
      any possible Acquisition Proposal or any inquiry or communication which might
      reasonably be expected to result in an Acquisition Proposal. Seller shall
      immediately cease and cause to be terminated, and shall cause all Seller
      Representatives to immediately cease and cause to be terminated, all existing
      discussions or negotiations with any Persons conducted heretofore with respect
      to, or that could reasonably be expected to lead to, an Acquisition Proposal.
      Seller shall promptly notify each Seller Representative of its obligations
      under
      this Section 6.11. Without limiting the foregoing, it is agreed that any
      violation of the restrictions set forth above by the Company, any Subsidiary
      or
      any other Seller Representative, whether or not such Person is purporting to
      act
      on behalf of Seller, shall be deemed to be a breach of this Section 6.11 by
      Seller.





Section
      6.12 Change
      In Name of Company and Subsidiaries; No Transfer of Rights to Names of Seller,
      Seller Affiliates or Predecessors.




(a) On
      or
      prior to the Closing Date, Seller, at
      its
      option, may
      (and/or may cause the Company and the Subsidiaries to) prepare and file all
      applications, notices, petitions and filings with
      each Governmental Authority and
      otherwise which
      are necessary or advisable to change the name of the Company and the
      Subsidiaries so as to remove therefrom the names “Consolidated Edison”, “Con
      Edison” and “CEC”. In connection with preparing and filing such applications,
      notices, petitions and filings, Seller shall consult with Buyer with regard
      to
      the new names that Buyer wishes to utilize for the Company and the Subsidiaries.
      On the Closing Date, Buyer shall mail to each Person with whom the Company
      or
      any Subsidiary has entered into a Contract
      or Lease (the
      “Company Contract Parties”) a notice specifying the change in the names of the
      Company and the Subsidiaries and that the Company and the Subsidiaries are
      no
      longer affiliated with Seller. If, during the thirty (30) day period commencing
      on the Closing Date, Seller delivers written notice to any Company Contract
      Parties for the purpose of informing them of the change in the names of the
      Company and the Subsidiaries or the fact that the Company and the Subsidiaries
      are no longer affiliated with Seller, then Seller agrees to provide Buyer with
      a
      copy of such notice.


68





(b) Notwithstanding
      anything to the contrary in this Agreement, it is understood and agreed that
      Seller hereby retains, and does not transfer to Buyer, the Company, any
      Subsidiary or any other Person, any and all right, title and interest in and
      to
      (including the right to use) the names “Consolidated Edison”, “Con Edison”, “Con
      Ed”, Consolidated Edison Company”, “Consolidated Edison Company of New York,
      Inc.”, “Consolidated Edison, Inc.”, “Consolidated Edison Communications Holding
      Company, Inc.”, “CEC Holding Member, Inc.,” “Con Edison Communications, Inc.,”
“ Con
      Edison **** Communications,
      LLC”, “Con Ed Communications”, “Con Edison Communications”, “Consolidated Edison
      Communications”, “CEC”, “N ew
      York
      Edison”, “Brooklyn Edison”, “Staten Island Edison”, and “Edison” and any related
      or similar trade names, trademarks, service marks or logos.





Section
      6.13 Retained
      Liability For Certain Claims . Seller
      shall retain responsibility for, and on and after the Closing Date shall defend
      the interests of the Company and the Subsidiaries in, and indemnify and hold
      Buyer, the Company and the Subsidiaries harmless from and against any and all
      liability of the
      Company or any Subsidiary  in Company
      CIC Plan Disputed Claim, the WTC
      Site Cases and the action entitled Mastec North America, Inc. against
      Consolidated Edison, Inc., Consolidated Edison Company of New York, Inc., Con
      Edison Communications, Inc., and Con Edison Communications, LLC, bearing Index
      Number 601831/2002, and pending in the Supreme Court of the State of New York
      for the County of New York (the “Mastec Litigation”), and any causes of action
      based on the facts and circumstances of the Company
      CIC Plan Disputed Claim, the Mastec
      Litigation or the WTC Site Cases or the defense thereof or the indemnification
      provided by Seller pursuant to this Section 6.13, and from and against any
      and all liability of the Company or any Subsidiary in the Company
      CIC Plan Disputed Claim, the WTC Site
      Cases and the Mastec Litigation that may be imputed to Buyer.


69


At
      all
      times on and after the Closing Date, Buyer shall make available, and shall
      cause
      Buyer’s Affiliates, including the Company and the Subsidiaries, to make
      available, to Seller, Seller’s Affiliates and their respective counsel (at no
      cost to Seller, Seller’s Affiliates or their respective counsel, other than
      Seller’s reimbursement of the reasonable out-of-pocket expenses incurred by
      Buyer or Buyer’s Affiliates, including the Company or any of the Subsidiaries,
      and paid to third parties in connection with their compliance with this
      sentence): (a) the officers, directors, employees and agents of Buyer and/or
      Buyer’s Affiliates, including the Company and/or the Subsidiaries, as witnesses
      to the extent that such persons may reasonably be required in connection with
      the Company
      CIC Plan Disputed Claim, the WTC Site
      Cases, the Mastec Litigation and/or defending the same, and (b) records and
      other documentation in the possession or control of Buyer and/or Buyer’s
      Affiliates, including the Company and/or any of the Subsidiaries, to the extent
      that the same may be reasonably required in connection with the Company
      CIC Plan Disputed Claim, the WTC Site
      Cases, the Mastec Litigation and/or defending the same . Without
      limiting the foregoing, Seller shall have the right to retain copies of or
      originals of (in which case Seller shall provide Buyer with copies of) any
      books, records and other documentation and information relating to the Company
      or any of the Subsidiaries or their respective businesses to the extent that
      Seller reasonably believes that such books, records and other documentation
      and
      information may be reasonably required in connection with the Company
      CIC Plan Disputed Claim, the WTC Site
      Cases, the Mastec Litigation and/or defending the same. For the avoidance of
      doubt, Seller and Buyer hereby confirm and agree (and, on and after the Closing,
      Buyer, to the extent necessary, shall cause Buyer’s Affiliates to confirm and
      agree) that, on and after the Closing, Seller shall control all defense,
      indemnity and hold harmless obligations that Seller undertakes pursuant to
      this
      Section.


70





Section
      6.14 Release
      of Indemnity Obligations . Seller
      covenants and agrees, on or prior to Closing, to execute and deliver to the
      Company, for the benefit of the Company and each Subsidiary, a release in the
      form attached hereto as Schedule 6.14 (the “Release”) .





Section
      6.15 Non-Competition;
      Confidentiality .





(a) Non-Compete .  
      During the period from the Closing Date until the sixth anniversary thereof
      (the
“Restricted Period”), Seller shall not, and Seller shall cause its Affiliates to
      not, without the prior written consent of Buyer, (i) engage in the Restricted
      Business in the Restricted Area or (ii) engage in any business under the name
      of
      the Company or any Subsidiary; provided , however ,
      that,
      notwithstanding anything to the contrary in this Section 6.15(a), Seller and/or
      its Affiliates (collectively, the “Restricted Parties”) may (A) engage in the
      business of providing communications services over power lines (“Power
      Line Communications”) so long
      as the Restricted Parties do not directly market or sell Power Line
      Communications to end
      use
      customers of such Power Line Communications ( provided that the
      foregoing shall not prohibit or preclude any Restricted Party from (x) marketing
      or selling Power Line Communications to third parties who are not end use
      customers of Power Line Communications, (y) permitting third parties to market
      or sell Power Line Communications to end use customers of Power Line
      Communications, or (z) using Power Line Communications for, or marketing or
      selling Power Line Communications to third parties, including end use customers
      of Power Line Communications, for use in connection with, electric, gas, steam
      or water generation, transmission, distribution or metering systems and their
      performance and state of maintenance and repair, management of load or
      consumption or usage relating to electric, gas, steam or water utility service,
      meter reading and other meter applications, and monitoring and communication
      concerning electric, gas, steam and water utility service pricing); and (B)
      acquire an interest in, merge, consolidate or combine with, be acquired by
      or
      engage in any similar transaction with any Person that is, directly or
      indirectly, engaged in the Restricted Business in the Restricted Area so long
      as  (1)
      with
      respect to any such transaction consummated during the period from the Closing
      Date until the third anniversary thereof,


71


(x)
      such
      Person has not derived more than 50% of its revenue , on a
      consolidated basis, during the twelve month period preceding the date of such
      acquisition, merger, consolidation or combination, from the operation of the
      Restricted Business in the Restricted Area (excluding, for such purpose, any
      revenues from Power Line Communications) and (y) after
      such acquisition, merger, consolidation, combination or similar transaction
      and
      until the expiration of the Restricted Period, (I) no
      Restricted Party (or any surviving corporation of such acquisition, merger,
      consolidation, combination or similar transaction) increases the funding of
      the
      operations of such Restricted Business in the Restricted Area during any twelve
      (12) month period above the funding of such operations during the twelve (12)
      month period immediately preceding such acquisition, merger, consolidation,
      combination or similar transaction and (II)
      the Restricted Business in the Restricted Area is not conducted under any name
      set forth in Section 6.12(b) hereof; and (2) with respect to any such
      transaction consummated during the period after the third anniversary of the
      Closing Date until the sixth anniversary thereof, (x) such Person has not
      derived more than 50% of its revenue , on a
      consolidated basis, during the twelve month period preceding the date of such
      acquisition, merger, consolidation or combination, from the operation of the
      Restricted Business in the Restricted Area (excluding, for such purpose, any
      revenues from Power Line Communications) or such Person has not derived more
      than $20,000,000 of revenue during the twelve month period preceding the date
      of
      such acquisition, merger, consolidation or combination from the operation of
      the
      Restricted Business in the Restricted Area (excluding, for such purpose, any
      revenues from Power Line Communications) (regardless of the percentage of its
      total revenues represented thereby) and (y) after
      such acquisition, merger, consolidation, combination or similar transaction
      and
      until the expiration of the Restricted Period, the
      Restricted Business in the Restricted Area is not conducted under any name
      set
      forth in Section 6.12(b) hereof. During
      the Restricted Period, Seller shall not, and shall not permit its Affiliates
      to,
      engage in any activity through an agent if (i) such activity would be prohibited
      pursuant to this Section 6.15(a) if undertaken directly by Seller or one of
      its Affiliates and (ii) such agent is directed or controlled by Seller or one
      of
      its Affiliates with respect to such activity. As used in this Section 6.15(a),
      the term “controlled” means the power to cause the agent to act or fail to act.
      During the Restricted Period, Seller shall not induce or attempt to induce
      any
      employee of the Company or any Subsidiary to leave the employ of such
      organization.


72





(b) Confidential
      Information .  
      During the Restricted Period, Seller shall keep confidential and retain in
      strictest confidence, and shall not use for the benefit of itself or others
      in
      any way that may be competitive with, or could be detrimental to, the Company
      or
      any Subsidiary, all confidential matters of the Company or any Subsidiary,
      including confidential matters consisting of “know-how,” trade secrets, customer
      lists, details of client or consultant contracts, pricing policies, operational
      methods, marketing plans or strategies, product or service development
      techniques or plans, business acquisition plans, new personnel acquisition
      plans, methods of manufacture, technical processes, designs and design projects,
      inventions and research projects of the Company or any Subsidiary learned by
      Seller heretofore or hereafter. The obligations and restrictions imposed on
      Seller pursuant to this Section 6.15(b) shall not apply to information that
      (i)
      is or becomes generally available to the public other than as a result of a
      disclosure by Seller, (ii) becomes available to Seller on a nonconfidential
      basis from a source other than the Company or any Subsidiary, but only if such
      source is not bound by a confidentiality agreement with the Company or any
      Subsidiary and is not otherwise prohibited from transmitting the information
      to
      Seller by a contractual, legal, fiduciary or other obligation, (iii) is
      independently developed by Seller without reference to any confidential matters
      of the Company or any Subsidiary, or (iv) is requested or required to be
      disclosed by law (including by oral question or written request for information
      or documents in any legal proceeding, interrogatory, subpoena, civil
      investigative demand or similar legal proceeding).





(c) Specific
      Performance .  
      Seller acknowledges and agrees that Buyer would be irreparably harmed in the
      event any of the provisions of this Section 6.15 are breached. Accordingly,
      Seller agrees that Buyer shall be entitled to an injunction to prevent breaches
      of the provisions of this Section 6.15 and to enforce specifically this Section
      6.15, in addition to any other remedy to which Buyer may be entitled, at law
      or
      in equity or pursuant to this Agreement.


73





(d) Termination
      of Application of Section 6.15(a) .  
      In the event that, after the Closing Date, Buyer or any of Buyer’s Affiliates
      (including the Company and any Subsidiary) who are party to the 55 Broad Street
      Security Agreement, the 111 Eighth Avenue Security Agreement or the Rider X
      Security Agreement breach any of their obligations under the 55 Broad Street
      Security Agreement, the 111 Eighth Avenue Security Agreement or the Rider X
      Security Agreement, then, unless Buyer shall cause such breach to be cured
      within thirty (30) days after receipt of written notice from Seller, Section
      6.15(a) shall be null and void and without further force and effect and Seller
      shall have no obligations and Buyer shall have no rights pursuant to Section
      6.15(a). The foregoing shall be in addition to, and not in lieu of, any other
      remedies available to Seller for any such breach and the provision immediately
      above providing for notice and an opportunity to cure shall not be deemed to
      condition or otherwise affect any other remedies available to Seller for any
      such breach.





(e) Reasonableness
      of Covenants . 
       Seller and Buyer acknowledge and agree that this Section 6.15 is
      reasonable and valid in all respects.





Section
      6.16 Cooperation . After
      the
      Closing Date, Seller shall make available to Buyer, the Company and the
      Subsidiaries and their respective counsel (at no cost to Buyer, the Company,
      the
      Subsidiaries or their respective counsel ,
      other
      than Buyer’s reimbursement of the reasonable out-of-pocket expenses incurred by
      Seller and paid to third parties in connection with its compliance with this
      sentence ):
      (i)
      the officers and employees of Seller as witnesses to the extent that such
      persons may reasonably be required in connection with the litigation matters
      set
      forth on Schedule 4.8 and/or defending the same, and (ii) records and other
      documentation in the possession or control of Seller to the
      extent that the same may be reasonably required in connection with the
      litigation matters set forth on Schedule 4.8 and/or defending the
      same.





Section
      6.17 Security
      and Reimbursement Obligations .  Seller
      and Buyer shall execute and deliver the Security Agreements as of the Closing
      Date and Buyer shall cause the other signatories thereto to execute and deliver
      the Security Agreements as of the Closing Date. Seller shall cause each guaranty
      that any of the Security Agreements requires to be furnished by Seller to a
      third party on behalf of or for the benefit of the Company or any of the
      Subsidiaries on the Closing Date (the “Retained Seller-Provided Indebtedness,”
which is set forth on Schedule 6.17) to be furnished to such third party on
      the Closing Date and Buyer shall cause each letter of credit that any of the
      Security Agreements requires to be furnished to Seller to be so furnished to
      Seller on the Closing Date. On or prior to the Closing Date, Buyer shall cause
      security replacing all Seller-Provided Indebtedness except the Retained
      Seller-Provided Indebtedness (the “Replaced Seller-Provided Indebtedness”) to be
      furnished to the third party possessing or secured by the Replaced
      Seller-Provided Indebtedness and the Replaced Seller-Provided Indebtedness
      to be
      released and returned to Seller.


74





Section
      6.18 Insurance . Buyer
      acknowledges and agrees that no insurance policy or fidelity bond which is
      maintained by, or on behalf of, the Company or any of the Subsidiaries prior
      to
      the Closing Date or which provides any insurance coverage or other financial
      protection with respect to the assets, business, equipment, properties,
      operations, employees, officers or directors of the Company or any Subsidiary
      prior to the Closing Date (collectively, the “Applicable Insurance Policies”)
      shall be transferred to Buyer or Buyer’s Affiliates, be retained or assumed by
      the Company or any of the Subsidiaries on or after the Closing Date or otherwise
      be required to be continued in force and effect on and after the Closing Date.
      Seller, in its sole discretion, may from time to time on or after the Closing
      Date cause any and all of the Applicable Insurance Policies to be canceled,
      terminated, modified or supplemented, including with regard to coverage relating
      to the Company or the Subsidiaries. **** Seller
      shall have any and all rights to any and all credits, premium refunds and
      premium returns under the Applicable Insurance Policies and as they may be
      canceled, terminated, modified or supplemented.





Section
      6.19 Discharge
      of Certain Inter-Con Edison Company Obligations . 
      Effective as of the Closing Date, Seller hereby releases and discharges the
      Company and the Subsidiaries from any and all liabilities and obligations for
      the payment to Seller of any amount which is or may later become due and owing
      to Seller on account of (a) capital funding or contributions made by Seller
      to
      the Company or the Subsidiaries prior to the Closing Date pursuant to the
      Capital Funding Facility under which Seller made such capital funding or
      contributions, and (b) payments, including liabilities and obligations for
      the
      return or refund of any over-payments, made by Seller to the Company or the
      Subsidiaries prior to the Closing Date pursuant to the Tax Allocation Agreement.
      Effective as of the Closing, Seller shall cause any amount which is or may
      later
      become due and owing by the Company or the Subsidiaries to Seller, CECONY,
      CSS,
      Consolidated Edison Solutions, Inc. or Consolidated Edison Energy, Inc. for
      services rendered by the respective employees of such companies to the Company
      or the Subsidiaries prior to the Closing Date to be paid by Seller or otherwise
      satisfied and discharged.


75





Section
      6.20 Seller’s
      Post-Closing Reimbursement Obligations For MPLS Enhancement
      Project .  
      After Buyer has paid (either through an increase to the Purchase Price resulting
      from the MPLS Enhancement Project Adjustment and/or by direct payment, after
      the
      Closing Date, of MPLS Enhancement Project Capital Expenditures) an amount equal
      to the MPLS Enhancement Project Adjustment Cap, Seller shall reimburse Buyer
      for
      MPLS Enhancement Project Capital Expenditures made and paid for after the
      Closing Date by the Company and the Subsidiaries, on a combined basis, up to
      a
      maximum amount equal to the sum (if a positive number) of (a) the MPLS
      Enhancement Project Overall Cap, minus (b) the
      sum of (i) the MPLS Enhancement Project Adjustment Cap plus (ii) the amount
      of
      MPLS Enhancement Project Capital Expenditures made and paid for prior to the
      Closing Date by the Company and the Subsidiaries, on a combined basis, in excess
      of the MPLS Enhancement Project Adjustment Cap. Seller’s reimbursement to Buyer
      pursuant to this Section shall be made within thirty (30) days after Buyer
      furnishes Seller with a written request for such reimbursement together with
      reasonable evidence of payment of the MPLS Enhancement Project Capital
      Expenditures for which reimbursement is sought.





Section
      6.21 Replacement
      Software Licenses .  
      Prior to Closing, Buyer shall obtain or cause to be obtained licenses or other
      agreements (the “Replacement Software Licenses”) that are sufficient to permit
      the Company and the Subsidiaries, on and after the Closing Date, to continue
      to
      make use of the Intellectual Property Assets in at least the manner and extent
      permitted under the license agreements identified on Schedule 4.12; provided , however ,
      that,
      to the extent that Buyer notifies Seller in writing at least thirty (30) days
      prior the Closing Date that it will not make use of any such Intellectual
      Property Assets on and after the Closing Date (the “Unnecessary Software List”),
      then the Replacement Software Licenses that Buyer must otherwise obtain or
      cause
      to be obtained pursuant to this Section need not include rights to make use
      of
      the Intellectual Property Assets set forth in such Unnecessary Software
      List.


76


**ARTICLE
      VII** ****


**TAX
      MATTERS**


Section
      7.1 Indemnity .




(a) Subject
      to the terms of Section 7.1(c), and except
      to the extent of any amount for Taxes that
      are
      taken into account in determining the adjustments to the Purchase Price pursuant
      to Section 3.3, Seller
      agrees to indemnify and hold harmless Buyer and its
      directors, employees, Affiliates and their respective successors and assigns,
      and the
      Company and each Subsidiary against the following Taxes and from
      and against
      any Loss ,
      including reasonable fees for other
      outside consultants, incurred in contesting or otherwise in connection with
      any
      such Taxes: ( i )
      Taxes
      imposed on the Company or any Subsidiary with respect to taxable periods ending
      on or before the Closing Date; ( ii )
      Taxes
      imposed on any member of any consolidated, combined or unitary group with which
      any of the Company and the Subsidiaries file or have filed a Tax Return on
      a
      consolidated, combined or unitary basis for a taxable period ending on or before
      the Closing Date ; ( iii )
      with
      respect to taxable periods beginning before the Closing Date and ending after
      the Closing Date, Taxes imposed on the Company or any Subsidiary which are
      allocable, pursuant to Section 7.1(b), to the portion of such Tax period ending
      on the Closing Date ;
      (iv)
      Taxes described in Section 7.9; and (v) based upon or arising out of the failure
      by Seller to perform any unwaived covenant or agreement in this Article 7 on
      its
      part to be performed .
      Seller’s indemnity obligations under this Section 7.1(a) shall exist
      regardless of the accuracy of the representations and warranties set forth
      in
      Section 4.14 and regardless of any disclosure made on Schedule 4.14, and
      t he
      representations and warranties of Seller set forth in Section 4.14 of this
      Agreement shall terminate on the Closing Date . For the
      avoidance of doubt, all Taxes attributable to the Elections (as defined in
      Section 7.6) shall be considered allocable to the taxable period or portion
      thereof ending on the Closing Date, and subject to the foregoing indemnification
      by Seller.


77





(b) In
      the
      case of Taxes that are payable with respect to a taxable period that begins
      before the Closing Date and ends after the Closing Date the portion of any
      such
      Tax that is allocable to the portion of the period ending on the Closing Date
      shall be:





(i) in
      the
      case of Taxes that are either (A) based upon or related to income or receipts
      (including franchise fees under any franchise agreements between the Company
      or
      any Subsidiary and any franchisor (“Franchise Fees”) to the extent based upon or
      related to income or receipts), or (B) imposed in connection with any sale
      or
      other transfer or assignment of property (real or personal, tangible or
      intangible) (other than conveyances pursuant to this Agreement, as provided
      under Section 7.9), deemed equal to the amount which would be payable if the
      taxable period ended with the Closing Date; and





(ii) in
      the
      case of Taxes (including Franchise Fees) imposed on a periodic basis with
      respect to the assets of the Company or any Subsidiary, or otherwise measured
      by
      the level of any item, deemed to be the amount of such Taxes for the entire
      period, multiplied by a fraction the numerator of which is the number of
      calendar days in the period ending on the Closing Date and the denominator
      of
      which is the number of calendar days in the entire period.





(c) Seller
      shall only be obligated to Buyer pursuant to the provisions of Section 7.1(a)
      for Taxes for which (i) Buyer, the Company or any Subsidiary, as the case may
      be, (A)
      is
      required to pay pursuant to Section 7.3 or (B) has
      received a notice of proposed adjustment (or similar written notice) in writing
      from a Taxing Authority ( or
      has
      paid or borne the economic effect of such Taxes upon
      written request of a Taxing Authority ),
      and
      (ii) Seller has received written notice of claim thereof from Buyer on or prior
      to sixty
      ( 60)
      days
      after the expiration of the applicable statute of limitations relating to the
      proposed Tax (determined with regard
      to any and
      all tolling
      or other extensions
      of the applicable statute of limitations, which, in the aggregate, do not toll
      or extend the applicable statute of limitations more than five (5) years beyond
      the expiration of the applicable statute of limitations determined without
      any
      such tolling or extension). Seller
      shall not have any liability under this Section 7.1(c) after the date that
      is
      sixty ( 60)
      days
      after the expiration of the applicable statute of limitations relating to the
      proposed Tax (determined with regard to any and all tolling or other extensions of the
      applicable statute of limitations, which, in the aggregate, do not toll or
      extend the applicable statute of limitations more than five (5) years beyond
      the
      expiration of the applicable statute of limitations determined without any
      such
      tolling or extension) unless
      and to the extent that proper notice of claim under this Section 7.1(c) shall
      be
      given to Seller on or before such date.


78





Section
      7.2 Tax
      Allocation Agreement Payments .  On
      or
      before the Closing Date or January 1, 2006 (whichever is earlier),
      the Tax
      Allocation Agreement
      shall be terminated respecting the Company and the Subsidiaries, and no payments shall thereafter be
      owing
      to or from Seller, Buyer, the Company or any Subsidiary under the Tax Allocation Agreement.
      Buyer acknowledges and agrees that as of the Closing or January 1, 2006
      (whichever is earlier) any account receivable or other notation on the books
      or
      records of the Company and any Subsidiary relating to any amount that is then
      or
      may later be owing from Seller to Buyer, the Company or any Subsidiary under
      the
      Tax Allocation Agreement shall be without effect and Seller shall have no
      liability obligation to pay or refund Buyer, the Company or any Subsidiary
      any
      such amount (or any portion thereof) nor shall the Purchase Price be reduced
      by
      any such amount (or any portion thereof).





Section
      7.3 Returns
      and Payments .





(a) Seller
      shall prepare and file or otherwise furnish in proper form to the appropriate
      Taxing Authority (or cause to be prepared and filed or so furnished) in a timely
      manner all (i) consolidated, combined and unitary Tax Returns (each a “ Consolidated
      Return ” ) and
      (ii)
      Tax Returns relating to the Company and the Subsidiaries that are attributable
      to periods ending on or before the Closing Date .
      Buyer
      shall prepare and file or otherwise furnish in proper form to the appropriate
      Taxing Authority (or cause to be prepared and filed or so furnished) in a timely
      manner with
      respect to any non-Consolidated Return relating
      to the
      Company and the Subsidiaries attributable to periods ending after the Closing
      Date). Tax Returns of the Company and the Subsidiaries not yet filed for any
      taxable period that begins before the Closing Date shall be prepared in a manner
      consistent with past practices employed with respect to the Company and the
      Subsidiaries (except to the extent that
      a
      Tax Return cannot be so prepared and filed without a
      reasonable possibility of being
      subject to penalties). With respect to any non-Consolidated Return required
      to
      be filed by Buyer or Seller with respect to the Company and the Subsidiaries
      and
      as to which an amount of Tax is allocable to the other party under Section
      7.1(b), the filing party shall provide the other party and its authorized
      representatives with a copy of such completed Tax Return and a statement of the
      amount of Tax shown on such Tax Return that is allocable to such other party
      pursuant to Section 7.1(b), together with appropriate supporting information
      and
      schedules at least fifteen
      (15 )
      days
      prior to the due date (including any extension thereof) for the filing of such
      Tax Return, and such other party and its authorized representatives shall have
      the right to review and comment on such Tax Return and statement prior to the
      filing of such Tax Return.


79





(b) After
      the
      Closing Date, Seller shall pay when due and payable all Taxes with respect
      to
      the Company and the Subsidiaries that are unpaid as of the Closing Date and
      are
      allocable to Seller pursuant to Sections 7.1(a) and 7.1(b) (either directly
      to
      the appropriate Taxing Authority or as appropriate to Buyer, the Company or
      any
      Subsidiary as the case may be).





(c) All
      Taxes
      with respect to the Company and the Subsidiaries not allocated to Seller
      pursuant to Section 7.1(a) and 7.1(b) shall be allocated to Buyer. Buyer shall
      indemnify and hold harmless Seller against, and shall or shall cause the Company
      or the Subsidiaries to pay, all Taxes that are allocable to Buyer pursuant
      to
      the preceding sentence (either directly to the appropriate Taxing Authority
      or,
      as appropriate, to Seller). Buyer shall indemnify and hold harmless Seller
      against any and all Taxes allocated to Buyer pursuant to the first sentence
      of
      this Section 7.3(c) and against any loss, damage, liability or expense,
      including reasonable fees for attorneys and other outside consultants, in
      connection with such Taxes.


80





Section
      7.4 Refunds . Any Tax
      refund (including any interest with respect thereto) relating to the Company
      or
      any Subsidiary for Taxes paid for any taxable period or portion thereof ending
      on or prior to the Closing Date shall be the property of Seller, and if received
      by Buyer or the Company or any Subsidiary shall be paid over promptly to
      Seller.





Section
      7.5 Contests.





(a) After
      the
      Closing, each
      of Buyer and
      Seller shall
      promptly notify the
      other
      party in
      writing of any written notice of a proposed assessment, audit, contest,
      proceeding or litigation (a "Contest") of Buyer or Seller or of any of the
      Company and the Subsidiaries which could reasonably be expected to result in
      grounds for payment
      by such other party under
      this Article VII.





(b) For
      all
      Contests for which either
      party alone bears the economic burden under Article VII, such party shall
      control all such Contests in connection therewith. In
      other
      cases, (i) prior to the
      Closing Date, Seller shall control all Contests relating to the Company and
      the
      Subsidiaries ,
      and
      Seller shall not settle or compromise any Contest without the written consent
      of
      Buyer, which consent shall not be unreasonably withheld, delayed or conditioned;
      and (ii) after
      the Closing Date, in the case of a Contest that relates to a non-Consolidated Tax Return
      (or any item relating thereto or reported thereon) for a taxable period that
      includes the
      Closing Date, Buyer
      shall control, and Seller
      shall have the right at its expense to participate in the
      conduct of , such
      Contest, and for all taxable periods thereafter, Buyer shall control such
      Contests; provided , however ,
      that
      Seller shall control any contest that relates to a Consolidated Return of
      Seller. If Seller does not assume the defense of any such Contest for a taxable
      period ending on or before the Closing Date, Buyer may defend the same in such
      manner as it may deem appropriate, including settling
      such Contest after giving 30 days ’ prior
      written notice to Seller setting forth the terms and conditions of settlement.
      Notwithstanding the foregoing, Buyer shall control any Contests relating to,
      and
      shall be under no obligation to dispute or otherwise litigate, any Franchise
      Fees with respect to which Buyer receives a bona fide request for payment from
      the applicable Franchisor and such
      Franchise Fees shall be paid by Seller to the extent such Franchise Fees relate
      to the period prior to the Closing Date, as determined in accordance with
      Section 7.1 above; provided that
      Buyer shall not (and shall cause its Affiliates not to) solicit or enter into
      any arrangement with any Franchisor under
      which payment of Franchise Fees relating to the period prior to the Closing
      Date
      is made in return for a reduction in Franchise Fees relating to the period
      on or
      after the Closing Date or other benefit to Buyer or its
      Affiliates.


81





(c) Buyer
      and
      Seller agree to cooperate, and Buyer agrees to cause the Company and the
      Subsidiaries to cooperate, in the defense against or compromise of any claim
      in
      any Contest.





Section
      7.6 Section
      338(h)(10) Election .




(a) Seller
      and
      Buyer shall make joint elections pursuant
      to Section 338(h)(10) of the Code and similar provisions of state and local
      laws, to the extent permitted (the “ Elections ”)
      to
      treat Buyer’s acquisition of the Shares as a deemed acquisition of the Company’s
      and the Subsidiaries’ assets. Buyer and Seller shall cooperate in timely making
      such Elections and in
      filing all returns, documents, statements, and other forms that are required
      to
      be submitted to any federal, state or local Taxing
      Authority in
      connection with the Elections ,
      including any
“statement of Section 338 elections ”
and
      IRS Forms 8023 or
      any successor form (together with any schedules or attachments thereto) pursuant
      to applicable Treasury
      Regulations.





(b) For
      purposes of making such Elections ,
      Seller
      shall determine the value of the tangible and intangible assets of the affected
      entities and shall timely provide Buyer with an allocation of Buyer’s “ adjusted
      grossed-up basis ” in the
      Shares (within the meaning of the Treasury Regulations under Section 338 of
      the
      Code) to such assets for
      Tax
      purposes in the manner required under Section 338 of the Code and the Treasury
      Regulations promulgated thereunder (the “Allocation”)
      and Buyer shall have reasonable opportunity to review
      and comment on such Allocation. Seller shall make such revisions to such
      Allocation as may be reasonably requested by Buyer. After consideration of
      Buyer’s comments, Seller’s Allocation shall be binding, the Allocation shall be binding upon Buyer and Seller for purposes of allocating
      the “ deemed
      selling price ” (within
      the meaning of the Treasury Regulations) among the assets of the affected
      entities; provided , however ,
      that
      if, upon the advice of tax counsel reasonably acceptable to Seller, Buyer
      believes that the Allocation is materially incorrect, the Independent Accounting
      Firm shall determine whether the Allocation is materially incorrect and the
      determination of such Independent Accounting Firm shall be final. If the
      Independent Accounting Firm determines that the Allocation is not materially
      incorrect, Seller and Buyer shall be bound by the Allocation. If the Independent
      Accounting Firm determines that the Allocation (or any portion thereof) is
      materially incorrect, Seller and Buyer shall be bound by the Allocation as
      adjusted by such Independent Accounting Firm.


82





(c) Neither
      Buyer nor Seller shall agree to any proposed adjustment to the Allocation by
      any
      Taxing Authority without first giving the other prior written notice and the
      opportunity to challenge such proposed adjustment.





(d) Buyer
      shall not, without the prior written consent of Seller, make any election under
      Section 338(g) of the Code .
      Neither
      Buyer nor Seller shall take any action
      which may cause Buyer’s acquisition of the Shares to fail to qualify as a deemed
      acquisition of the Company’s and
      of
      the Subsidiaries’ assets
      pursuant to Section 338(h)(10)
      of the Code and similar provisions of state and local laws.





Section
      7.7 Time
      of Payment .  Payment of any
      amounts due under this Article VII in respect of Taxes shall be made (i) at
      least three Business Days before the due date of the applicable Tax Return
      required to be filed by either Buyer or Seller, as the case may be, that shows
      Taxes due for which the other party is responsible under this Agreement, or
      (ii)
      within three Business Days following an agreement between Seller and Buyer
      that
      an indemnity amount is payable, an assessment of a Tax by a Taxing Authority,
      or
      a “ determination ” having
      been made as such term is defined in Section 1313(a) of the Code. If liability
      under this Article VII is in respect of costs or expenses other than Taxes,
      payment of any amounts due under this Article VII shall be made within five
      Business Days after the date when the relevant entity has been notified that
      such entity has a liability for a determinable amount under this Article VII
      and
      is provided with calculations or other materials supporting such
      liability.




83




Section
      7.8 Cooperation
      and Exchange of Information . Upon the terms set forth in Section 6.4 of this Agreement, Seller and Buyer
      will
      provide each other with such cooperation and information as either of them
      reasonably may request of the other in filing any Tax Return, amended Tax Return
      or claim for refund, determining a liability for Taxes or a right to a refund
      of
      Taxes, participating in or conducting any Contest in respect of Taxes or making
      representations to or furnishing information to parties subsequently desiring
      to
      purchase any of the Company or the Subsidiaries or any part of the business
      from
      Buyer. Such cooperation and information shall include providing copies of
      relevant Tax Returns or portions thereof, together with accompanying schedules,
      related work papers and documents relating to rulings or other determinations
      by
      Taxing Authorities. Seller shall make its employees available on a basis
      mutually convenient to both parties to provide explanations of any documents
      or
      information provided hereunder. Each of Seller and Buyer shall retain all Tax
      Returns, schedules and work papers, records and other documents in its
      possession relating to Tax matters of the Company and the Subsidiaries for
      each
      taxable period first ending after the Closing Date and for all prior taxable
      periods until the later of (i) the expiration of the statute of limitations
      of
      the taxable periods to which such Tax Returns, schedules and work papers,
      records and other documents relate, without regard to extensions except to
      the
      extent notified in writing of such extensions for the respective Tax periods,
      or
      (ii) three years following the due date (without extension) for such Tax
      Returns, provided , however ,
      that
      Seller may satisfy its obligations hereunder by delivering all such Tax Returns,
      schedules and work papers, records and other documents to Buyer. Any information
      obtained under this Section 7.8 shall be kept confidential in accordance with
      Section 6.4 except as may be otherwise necessary in connection with the filing
      of Tax Returns or claims for refund or in conducting a Contest.





Section
      7.9 Conveyance
      Taxes .  Buyer
      and
      Seller shall each be liable for one half of any real
      property transfer or gains, sales, use, transfer, value added, stock transfer,
      and stamp taxes, any transfer, recording, registration, and other fees, and
      any
      similar Taxes which become payable in connection with the transactions
      contemplated by this Agreement, and shall
      file such applications and documents as shall permit any such Tax to be assessed
      and paid on or prior to the Closing Date in accordance with any available
      pre-sale filing procedure. Buyer or Seller, as appropriate, shall execute and
      deliver all instruments and certificates necessary to enable the other to comply
      with any filing requirements relating to any such Taxes.


84





Section
      7.10 Miscellaneous . Seller and Buyer agree to treat all payments made by either of them to or for
      the benefit of the other (including any payments to the Company or any
      Subsidiary) under this Article VII and under other indemnity provisions of
      this
      Agreement as adjustments to the Purchase Price solely for federal and applicable
      state and local income tax purposes.





**ARTICLE
      VIII**


**CONDITIONS
      TO CLOSING**





Section
      8.1 Conditions
      to Buyer’s Obligations . In
      addition to the conditions set forth in Section 8.3, the obligations of Buyer
      to
      effect the Closing shall be subject to the following conditions, any one or
      more
      of which may be waived in writing by Buyer:





(a) The
      representations and warranties of Seller set forth in this Agreement shall
      be
      true and correct in all material respects (i) as
      of the
      date of this Agreement and (ii) as
      of the
      Closing Date as though made as
      of the
      Closing Date ( giving
      effect to the Updated Schedules), except
      that any such representation and warranty that is given as of a particular
      date
      or period and relates solely to such particular date or period shall be true
      and
      correct in
      all
      material respects only
      as
      of such date or period; provided , however ,
      that
      with respect to any representation or warranty or portion thereof that is
      qualified by Material Adverse Effect, materiality or similar qualifier, such
      representation or warranty or portion thereof shall be true and correct in
      all
      respects;





(b) Seller
      shall have performed and complied with in all material respects all agreements,
      covenants, obligations and conditions required by this Agreement to be performed
      or complied with by Seller on or prior to the Closing Date;


85





(c) Seller
      shall have caused to be delivered to Buyer a certificate executed by a duly
      authorized officer of Seller certifying that the conditions set forth in Sections 8.1(a)
      and (b) have been satisfied;





(d) Except
      as
      set forth on Schedule 8.1(d), Seller shall deliver to Buyer certificates as
      to
      the good standing of the Company and the Subsidiaries in the respective
      jurisdictions of their organization, together with a copy of the Certificate
      of
      Incorporation of the Company certified by the Secretary of State of the State
      of
      New York;





(e) Seller
      shall deliver to Buyer resolutions of the board of directors of Seller and
      the
      finance committee of the board of directors of Seller, certified by the
      Secretary or Assistant Secretary of Seller, approving and authorizing the
      execution, delivery and performance of this Agreement and the consummation
      of
      the transactions contemplated hereby;





(f) Seller
      shall deliver a certificate of the Secretary or Assistant Secretary of Seller
      as
      to the incumbency of the officer executing this Agreement on behalf of Seller
      and the genuineness of such officer’s signature;





(g) No
      event
      or condition shall have occurred since the date hereof which, individually
      or in
      the aggregate, has had any Material Adverse Effect;





(h) Buyer
      shall have received an opinion from counsel to Seller, with respect to the
      matters set forth on Schedule 8.1(h) hereto;





(i) The
      agreement with the City of New York, in substantially the form attached hereto
      as Schedule 8.1(i), shall have been executed by the parties thereto;





(j) Buyer
      shall have received the Release from Seller;





(k) Seller
      shall have provided Buyer with the resignations of the members of the boards
      of
      directors of the Company and the Subsidiaries resigning their respective
      positions as such directors;


86





(l) All
      authorizations, filings, notifications, consents, orders and approvals set
      forth
      on Schedule 5.3 other than the Excluded Consents shall, as applicable, have
      been
      made or obtained, and shall be in full force and effect; provided , however ,
      that
      any such authorization, filing, notification, consent, order or approval which
      requires, as a condition to its effectiveness or continued effectiveness, that
      Buyer (or any of its Affiliates) pay or provide any compensation or service
      to
      or at the direction of a Governmental Authority or to or at the direction of
      a
      third party other than a Governmental Authority or otherwise incur any
      obligation to such a Governmental Authority or its designee or to a third party
      other than a Governmental Authority or such third party’s designee (other than
      as may be specifically set forth in the Permit, Lease, or contract at issue
      and
      except for the payment of routine filing fees), shall not be considered an
      authorization, filing, notification, consent, order or approval satisfying
      this
      Section 8.1(l) unless Buyer agrees in its sole and unfettered discretion to
      pay
      or provide such compensation or service or incur such obligation (or to cause
      or
      permit any of its Affiliates to pay or provide such compensation or service
      or
      incur such obligation); and





(m) To
      the
      extent that an Excluded Consent has not been obtained, any authorization,
      filing, notification, consent, order or approval required to be made to or
      obtained from a Governmental Authority or a third party other than a
      Governmental Authority in order to terminate, on or prior to the Closing Date,
      the certificate of public convenience and necessity (or comparable authority)
      to
      which such Excluded Consent relates shall, as applicable, have been made or
      obtained and shall be in full force and effect; provided , however ,
      that
      any such authorization, filing, notification, consent, order or approval which
      requires, as a condition to its effectiveness or continued effectiveness, that
      Buyer (or any of its Affiliates) pay or provide any compensation or service
      to
      or at the direction of a Governmental Authority or to or at the direction of
      a
      third party other than a Governmental Authority or otherwise incur any
      obligation to such a Governmental Authority or its designee or to a third party
      other than a Governmental Authority or such third party’s designee (other than
      as may be specifically set forth in the Permit, Lease, or contract at issue
      and
      except for the payment of routine filing fees), shall not be considered an
      authorization, filing, notification, consent, order or approval satisfying
      this
      Section 8.1(m) unless Buyer agrees in its sole and unfettered discretion to
      pay
      or provide such compensation or service or incur such obligation (or to cause
      or
      permit any of its Affiliates to pay or provide such compensation or service
      or
      incur such obligation).


87





Section
      8.2 Conditions
      to Seller’s Obligations . In addition to the conditions set forth in Section 8.3, the obligations of
      Seller to effect the Closing shall be subject to the following conditions,
      any
      one or more of which may be waived in writing by Seller:





(a) The
      representations and warranties of Buyer set forth in this Agreement shall be
      true and correct in all material respects as of the date of this Agreement
      and
      as of the Closing Date as though made on and as of the Closing Date ,  except
      that any such representation and warranty that is given as of a particular
      date
      or period and relates solely to such particular date or period shall be true
      and
      correct only as of such date or period; provided , however ,
      that
      with respect to any representation or warranty or portion thereof that is
      qualified by Material Adverse Effect, materiality or similar qualifier, such
      representation or warranty or portion thereof shall be true and correct in
      all
      respects;





(b) Buyer
      shall have performed and complied with in all material respects all agreements,
      covenants, obligations and conditions required by this Agreement to be performed
      or complied with by Buyer on or prior to the Closing Date;





(c) Buyer
      shall have caused to be delivered to Seller a certificate executed by a duly
      authorized officer of Buyer certifying that the conditions set forth in Sections 8.2(a)
      and (b) have been satisfied;





(d) Buyer
      shall deliver to Seller resolutions of the board of directors of Buyer,
      certified by the Secretary or Assistant Secretary of Buyer, approving and
      authorizing the execution, delivery and performance of this Agreement and the
      consummation of the transactions contemplated hereby;


88





(e) Buyer
      shall deliver a certificate of the Secretary or Assistant Secretary of Buyer
      as
      to the incumbency of the officer executing this Agreement on behalf of Buyer
      and
      the genuineness of such officer’s signature;





(f) Seller
      shall have received an opinion from counsel to Buyer, with respect to the
      matters set forth on Schedule 8.2(f) hereto;





(g) Buyer
      shall deliver to Seller a duly executed copy of each Security Agreement,
      together with any letters of credit and other documents required to be furnished
      by Buyer thereunder;





(h ) Buyer
      shall deliver to Seller a copy of each Replacement Software License, duly
      executed by each party thereto;





(i ) All
      authorizations, filings, notifications, consents, orders and approvals set
      forth
      on Schedule 4.4 other than the Excluded Consents shall have been obtained and
      shall remain in full force and effect; provided , however ,
      that
      any such authorization, filing, notification, consent, order or approval which
      requires, as a condition to its effectiveness or continued effectiveness, that
      Seller (or any of its Affiliates) pay or provide any compensation or service
      to
      or at the direction of a Governmental Authority or to or at the direction of
      a
      third party other than a Governmental Authority or otherwise incur any
      obligation to such a Governmental Authority or its designee or to a third party
      other than a Governmental Authority or such third party’s designee (other than
      as may be specifically set forth in the Permit, Lease, or contract at issue
      and
      except for the payment of routine filing fees), shall not be considered an
      authorization, consent, order or approval satisfying this Section
      8.2( i )
      unless
      Seller agrees in its sole and unfettered discretion to pay or provide such
      compensation or service or incur such obligation (or to cause or permit any
      of
      its Affiliates to pay or provide such compensation or service or incur such
      obligation); and





( j ) To
      the
      extent that an Excluded Consent has not been obtained, any authorization,
      filing, notification, consent, order and approval required to be made to or
      obtained from a Governmental Authority or a third party other than a
      Governmental Authority in order to terminate, on or prior to the Closing Date,
      the certificate of public convenience and necessity (or comparable authority)
      to
      which such Excluded Consent relates shall, as applicable, have been made or
      obtained and shall be in full force and effect; provided , however ,
      that
      any such authorization, filing, notification, consent, order or approval which
      requires, as a condition to its effectiveness or continued effectiveness, that
      Seller (or any of its Affiliates) pay or provide any compensation or service
      to
      or at the direction of a Governmental Authority or to or at the direction of
      a
      third party other than a Governmental Authority or otherwise incur any
      obligation to such a Governmental Authority or its designee or to a third party
      other than a Governmental Authority or such third party’s designee (other than
      as may be specifically set forth in the Permit, Lease, or contract at issue
      and
      except for the payment of routine filing fees), shall not be considered an
      authorization, filing, notification, consent, order or approval satisfying
      this
      Section 8.2( j )
      unless
      Seller agrees in its sole and unfettered discretion to pay or provide such
      compensation or service or incur such obligation (or to cause or permit any
      of
      its Affiliates to pay or provide such compensation or service or incur such
      obligation).


89





Section
      8.3 Mutual
      Condition . The obligations of each of Buyer and Seller to effect the Closing shall be
      subject to no
      temporary restraining order, preliminary or permanent injunction or other order
      issued by a court of competent jurisdiction or other legal restraint or
      prohibition preventing the consummation of the transactions contemplated by
      this
      Agreement being in effect.





**ARTICLE
      IX**


**SURVIVAL
      OF REPRESENTATIONS, WARRANTIES,**


**COVENANTS
      AND AGREEMENTS; INDEMNIFICATION**





Section
      9.1 Survival.





(a) Except
      as
      may be otherwise specified in this Agreement with regard to any specific
      representation and warranty (including Article VII hereof), the representations
      and warranties of the parties set forth in this Agreement shall terminate on
      the
      date that is fifteen
      (15) months
      after the Closing Date; provided , however ,
      that
      (i) the representations and warranties set forth in Sections 4.1(a), 4.3(a),
      4.5, 5.1 and 5.2(a) shall survive indefinitely, (ii) the representations and
      warranties set forth in Section 4.13 shall terminate on the date that is three
      (3) years after the Closing Date, (iii) the representations and warranties
      set
      forth in Section 4.18 shall terminate on the date that is four (4) years after
      the Closing Date and (iv) the representations and warranties set forth in
      Section 4.14 shall terminate on the Closing Date .
      Notice
      with respect to any claim in respect of any inaccuracy in or breach of any
      representation or warranty shall be in writing and shall be given to the party
      against which such claim is asserted on or before the date on which such
      representation or warranty terminates. Neither Seller nor Buyer shall have
      any
      liability whatsoever with respect to any representation or warranty after the
      date on which such representation or warranty terminates unless and to the
      extent that proper notice with respect to a claim in respect of an inaccuracy
      in
      or breach of any representation or warranty shall be given to the party against
      which such claim is asserted on or before the date on which such representation
      or warranty expires.


90





(b) The
      covenants and agreements made by the parties in Sections 3.3, 6.2, 6.3, 6.6,
      6.9, 6.10, 6.12, 6.13, 6.15, 6.16, 6.17, 6.18, 6.19, 6.20 and 6.21 and Articles
      VII, IX and XI of this Agreement shall survive the Closing Date  in
      accordance with their respective terms. All
      other
      covenants and agreements shall not survive the Closing Date and shall terminate
      as of the Closing Date.





Section
      9.2 Obligation
      of Seller to Indemnify.  Subject
      to the limitations set forth in Sections 9.1 and 9.8, Seller
      shall indemnify, defend
      and hold harmless Buyer and its directors, officers, employees, Affiliates,
      and
      their respective successors and assigns , from and
      against any Loss incurred by any of them based upon or arising
      out of (i)
      any breach
      of
      any representation or warranty made
      by
      Seller in this Agreement; and (ii )
      the
      failure by Seller to perform any unwaived covenant or agreement in this
      Agreement on its part to be performed; provided that such covenant or agreement
      survives the Closing Date in accordance with Section 9.1.





Section
      9.3 Obligation
      of Buyer to Indemnify.  Subject
      to the limitations set forth in Sections 9.1 and 9.8, Buyer
      shall indemnify, defend and hold harmless Seller and its directors, officers,
      employees, Affiliates, and their respective successors and assigns , from and
      against any Loss incurred by any of them based upon or arising
      out of (i)
      any breach
      of
      any representation or warranty made
      by
      Buyer in this Agreement; and (ii )
      the
      failure by Buyer to perform any unwaived covenant or agreement in this Agreement
      on its part to be performed; provided that such covenant or agreement survives
      the Closing Date in accordance with Section 9.1.


91





Section
      9.4 Notice
      and Opportunity to Defend Against Third Party Claims.





(a) Promptly
      after receipt from any third party by either party hereto (the “Indemnitee”) of
      a notice of any demand, claim or circumstance that, immediately or with the
      lapse of time, would give rise to a claim or the commencement (or threatened
      commencement) of any action, proceeding or investigation (an “Asserted
      Liability”) that may result in a Loss for which indemnification may be sought
      hereunder, the Indemnitee shall give written notice thereof (the “Claims
      Notice”) to the party obligated to provide indemnification pursuant to Section
      9.2 or 9.3 (the “Indemnifying Party”); provided , however ,
      that a
      failure to give such notice shall not prejudice the Indemnitee’s right to
      indemnification hereunder except to the extent that the Indemnifying Party
      is prejudiced or
      forfeits substantive rights or defenses as a result of such failure .
      The
      Claims Notice shall describe the Asserted Liability in reasonable detail, and
      shall indicate the amount (estimated, if necessary) of the Loss that has been
      or
      may be suffered by the Indemnitee. For the avoidance of doubt, nothing in this
      Section 9.4 with regard to Claims Notices shall be deemed to affect the
      limitations set forth in Section 9.1.





(b) The
      Indemnifying Party may elect to compromise or defend, at its own expense and
      by
      its own counsel, any Asserted Liability. If the Indemnifying Party elects to
      compromise or defend such Asserted Liability, it shall, within twenty (20)
      Business Days following its receipt of the Claims Notice notify
      the Indemnitee of its intent to do so, and the Indemnitee shall cooperate,
      at
      the expense of the Indemnifying Party, in the compromise of, or defense against,
      such Asserted Liability. If the Indemnifying Party elects not to compromise
      or
      defend the Asserted Liability, fails to notify the Indemnitee of its election
      as
      herein provided or contests its obligation to provide indemnification under
      this
      Agreement, the Indemnitee may pay, compromise or defend such Asserted Liability.
      Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee
      may settle or compromise any Asserted Liability without the consent of the
      other
      party; provided , however ,
      that
      such consent to settlement or compromise shall not be unreasonably delayed
      or withheld.
      In any event, the Indemnitee and the Indemnifying Party may participate, at
      their own expense, in the defense of such Asserted Liability. If the
      Indemnifying Party chooses to compromise
      or defend
      any Asserted Liability, the Indemnitee shall make available to the Indemnifying
      Party any books, records or other documents within its control that are
      necessary or appropriate for such defense.


92





Section
      9.5 Tax
      Indemnification . Notwithstanding any provision of this Article IX or any other provision of
      this
      Agreement, any issue or matter relating to Taxes shall be governed solely by
      Article VII, except that the termination of the representations and warranties
      contained in Section 4.14 shall be governed by both Article VII and Section
      9.1
      hereof.





Section
      9.6 Certain
      Litigation Indemnification .
      Notwithstanding any provision of this Article IX or any other provisions of
      this
      Agreement, any indemnification relating to the Mastec Litigation and the WTC
      Site Cases shall be governed solely by Section 6.13.




Section
      9.7 Reimbursement **** for
      Pre-Closing Unnecessary Lease Rents . Subject
      to the other provisions of this Section 9.7, Seller agrees to reimburse Buyer
      for an amount equal to 50% of any rents due under any Unnecessary Lease for
      periods prior to the Closing Date (“Pre-Closing Unnecessary Lease Rents”) that
      are actually paid by Buyer, the Company or any Subsidiary during the two year
      period following the Closing Date; provided , however ,
      that in
      no event shall Seller be obligated to reimburse Buyer for Pre-Closing
      Unnecessary Lease Rents in excess of an aggregate of $700,000. Seller shall
      only
      be obligated to Buyer pursuant to the provisions of this Section 9.7 for
      Pre-Closing Unnecessary Lease Rents with respect to which Buyer receives a
      bona
      fide request for payment from the applicable lessor and such Pre-Closing
      Unnecessary Lease Rents are actually paid by Buyer, the Company or any
      Subsidiary; provided that
      Buyer shall not (and shall cause its Affiliates not to) solicit or enter into
      any arrangement with any lessor under which payment of Pre-Closing Unnecessary
      Lease Rents is made in return for a reduction in rents under any Unnecessary
      Lease for the period on or after the Closing Date or any other benefit to Buyer
      or its Affiliates. Seller shall not have any liability whatsoever with respect
      to Pre-Closing Unnecessary Lease Rents unless and to the extent that the
      Pre-Closing Unnecessary Lease Rents with respect to which Buyer seeks
      reimbursement are actually paid by Buyer, the Company or any Subsidiary on
      or
      before the second anniversary of the Closing Date and Seller receives a written
      request for reimbursement from Buyer within thirty (30) days after such second
      anniversary. Notwithstanding any other provision of this Agreement, any and
      all
      liabilities and obligations of Seller relating to Pre-Closing Unnecessary Lease
      Rents shall be governed solely by this Section 9.7.


93





Section
      9.8 Limits
      on Indemnification . (a) No
      party shall have any right to seek indemnification under this Agreement (i)
      with
      respect to Losses contemplated by Section 9.2 which would otherwise be
      indemnifiable hereunder (including Losses incurred by all other Indemnitees
      affiliated with or related to such party) until such Losses exceed $160,000  in
      the
      aggregate, or (ii) for punitive, special, indirect or consequential damages,
      including lost profits, lost revenues, lost savings and increased costs of
      operations; provided , however ,
      that
      the provisions of clause (i) immediately above shall not apply to any breach
      by
      Seller of the representations and warranties contained in Section 4.3(a)
      and 4.5 or of any unwaived covenant or agreement set forth in Section 6.10
      or
      6.15(a). After the Closing, the remedies provided by this Article IX shall be
      the sole and exclusive remedy for the parties to this Agreement with respect
      to
      any dispute arising from, or related to, this Agreement, except in the case
      of
      fraud and except that injunctive relief (including specific performance) shall
      continue to be available to the extent such remedy is in respect of a then
      surviving representation, warranty, covenant or agreement.





(b) Notwithstanding
      any provision of this Agreement, the liability of Seller under this Article
      IX
      shall be limited to an amount equal
      to
      Twelve Million Dollars ($12,000,000) ; provided , however ,
      that
      the limitation set forth in this Section 9.8 (b)
      shall
      not apply to: (i) any breach by Seller of the representations, warranties and
      covenants contained in Sections 4.3(a), 4.5,
      6.10 and
      6.15(a); (ii) any breach by Seller of the representation and warranty contained
      in Section 4.15(a)(iv) relating to the identification on Schedule 4.15(a) (or
      any update thereto) of any contract or agreement relating to Indebtedness, provided , however ,
      that
      Seller shall have no liability whatsoever for any failure to identify on
      Schedule 4.15(a) (or any update thereto) any contract or agreement relating
      to
      Indebtedness to the extent that the Indebtedness under such unidentified
      contract or agreement was taken into account for purposes of any adjustment
      to
      the Purchase Price pursuant to Section 3.3 hereof; or (iii) any breach by Seller
      of the representation and warranty contained in Section 4.15(d) relating to
      the
      identification on Schedule 4.15(d) (or any update thereto) of any contract
      or
      agreement relating to Seller-Provided Indebtedness.


94





**ARTICLE
      X**


**TERMINATION**




Section
      10.1 Termination . (a)
      This Agreement may be terminated on or prior to the Closing Date as
      follows:





(i) by
      mutual
      written consent of Buyer and Seller;





(ii) by
      either
      Buyer or Seller if a condition to its obligation to perform set forth in Article
      VIII hereof becomes incapable of fulfillment, which termination may be effective
      at any time after such condition becomes incapable of fulfillment (including
      termination by Buyer if any events or conditions shall have occurred between
      the
      date of this Agreement and the Closing Date which, individually or in the
      aggregate, have had any Material Adverse Effect), provided , however ,
      that
      the right to terminate this Agreement pursuant to this Section 10.1(a)(ii)
      shall
      not be available to any party if the condition to its obligation to perform
      became incapable of fulfillment due to its failure to fulfill any obligation
      under this Agreement; or





(iii) by
      either
      Buyer or Seller upon written notice to the other if the Closing shall not have
      occurred by the date that is nine (9) months after the date of this Agreement; provided , however ,
      that
      the right to terminate this Agreement pursuant to this clause ( iii )
      shall
      not be available to any party whose breach
      of any provision of  this
      Agreement resulted in the Closing not occurring by such date.


95





(b) The
      termination of this Agreement shall be effectuated by the delivery of a written
      notice of such termination from the party terminating this Agreement to the
      other party.





Section
      10.2 Obligations
      upon Termination.  In the
      event that this Agreement shall be terminated pursuant to Section 10.1, all
      obligations of the parties hereto under this Agreement shall terminate and
      there
      shall be no liability of either party
      hereto to the other
      party hereto ,
      except
      (i) as set forth in Section 6.2 and Section 6.3 ,
      and
      (ii) that nothing herein will relieve any party from liability for any breach
      of
      this Agreement and the non-breaching party shall have the right to pursue all
      available legal and
      equitable remedies.




**ARTICLE
      XI**


**MISCELLANEOUS**




Section
      11.1 Amendment .


This
      Agreement may not be amended, altered or modified except by written instrument
      executed by Buyer and Seller .





Section
      11.2 Entire
      Agreement.





(a) This
      Agreement, the Confidentiality Agreement and the other Seller Transaction
      Documents and Buyer Transaction Documents constitute the entire understanding
      of
      the parties hereto with respect to the transactions contemplated hereby, and
      supersede all prior agreements and understandings, written and oral, among
      the
      parties with respect to the subject matter hereof.





(b) THE
      REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN THIS AGREEMENT ARE IN LIEU
      OF
      AND ARE EXCLUSIVE OF ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING ANY
      IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE
      AND
      ANY OTHER EXPRESS OR IMPLIED WARRANTIES OF SELLER. SELLER HEREBY DISCLAIMS,
      AND
      NEITHER SELLER, ITS AFFILIATES, NOR ANY OF ITS OR THEIR RESPECTIVE DIRECTORS,
      TRUSTEES, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL HAVE ANY
      RESPONSIBILITY OR LIABILITY PURSUANT TO, ANY SUCH OTHER EXPRESS OR IMPLIED
      REPRESENTATIONS OR WARRANTIES, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE BY
      SELLER OR ANY OTHER PERSON TO BUYER OR ANY OF ITS DIRECTORS, OFFICERS,
      EMPLOYEES, AGENTS OR REPRESENTATIVES, OF ANY DOCUMENTATION OR OTHER INFORMATION
      IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY.
      WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER HEREBY ACKNOWLEDGES
      THAT
      IT HAS INVESTIGATED AND REVIEWED THE DESIGN, ARCHITECTURE, PROTOCOLS AND
      SOFTWARE RELATING TO THE NETWORK FACILITIES AND THEIR OPERATION, AND SELLER
      MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT
      THERETO.


96





Section
      11.3 Interpretation . When
      reference is made in this Agreement to any Article, Section, Exhibit or
      Schedule, such reference is to an Article, Section, Exhibit or Schedule of
      this
      Agreement unless otherwise indicated. The table of contents and headings
      contained in this Agreement are for reference purposes only and shall not affect
      in any way the meaning or interpretation of this Agreement. Whenever the words
      “include,” “includes” or “including” are used in this Agreement, they shall be
      deemed to be followed by the words “without limitation.” The phrases “the date
      of this Agreement,” “the date hereof” and terms of similar import, unless the
      context otherwise requires, shall be deemed to refer to the date set forth
      in
      the first paragraph of this Agreement. The words “hereof”, “herein”, “hereby”
and other words of similar import refer to this Agreement as a whole unless
      otherwise indicated. The phrase “to the knowledge of Seller” or any similar
      phrase shall be deemed to refer to the actual knowledge of any of the executive
      officers of Seller, the
      President or General Counsel of the Company or
      the
      Subsidiaries or the CFO of CSS, after
      due
      inquiry with regard to the subject matter to which the phrase “to the knowledge
      of Seller” or any similar phrase applies. Whenever the singular is used herein,
      the same shall include the plural, and whenever the plural is used herein,
      the
      same shall include the singular, where appropriate.





Section
      11.4 Severability . Any term
      or provision of this Agreement which is invalid or unenforceable in any
      jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
      such invalidity or unenforceability without rendering invalid or unenforceable
      the remaining terms and provisions of this Agreement or affecting the validity
      or enforceability of any of the terms or provisions of this Agreement in any
      other jurisdiction. If any provision of this Agreement is so broad as to be
      unenforceable, that provision shall be interpreted to be only so broad as is
      enforceable.


97





Section
      11.5 Notices . All
      notices and other communications hereunder shall be in writing and shall be
      deemed given and delivered if they are: (a) delivered in person, (b) transmitted
      by facsimile (followed by delivery by mail or courier), (c) delivered by
      certified or registered mail (return receipt requested), or (d) delivered by
      a
      nationally recognized express courier (with confirmation) to a party at its
      address listed below (or at such other address as such party shall deliver
      to
      the other party by like notice):





If
                to Seller, to:Consolidated
                Edison, Inc.4
                Irving Place, Room 1810-SNew
                York, NY 10003Facsimile:
                (212) 677-5850Attention:
                General Counsel





With
                a concurrentcopy to:Steptoe
                & Johnson LLP1330
                Connecticut Avenue, NWWashington,
                DC 20036Facsimile:(202)
                429-3902Attn:
                Julie A. S. Vinyard, Esq.








If
                to Buyer, to:RCN
                Corporation196
                Van Buren StreetHerndon,
                Virginia 20170Facsimile:
                (703) 434-8442Attention:
                Stephen Bogiages





With
                a concurrentcopy to:Andrews
                Kurth LLP111
                Congress Avenue, Suite 1700Austin,
                Texas 78701Facsimile:
                (512) 320-9292Attention:
                Kinloch Gill


98





Section
      11.6 Binding
      Effect; Persons Benefiting; No Assignment . This
      Agreement shall inure to the benefit of and be binding upon the parties hereto
      and their respective successors and permitted assigns. Nothing in this Agreement is
      intended or shall be construed to confer upon any Person other
      than the parties hereto and their respective successors and permitted assigns
      any right, remedy or claim under or by reason of this Agreement or any part
      hereof. This Agreement may not be assigned by either party hereto without the
      prior written consent of the other party.





Section
      11.7 Counterparts . This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which taken together shall constitute one and
      the
      same agreement, it being understood that all of the parties need not sign the
      same counterpart.





Section
      11.8 No
      Prejudice . This Agreement has been jointly prepared by the parties hereto and the terms
      hereof shall not be construed in favor of or against any party on account of
      its
      participation in such preparation.





Section
      11.9 Governing
      Law . THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE
      WITH THE LAW OF THE STATE OF NEW YORK WITHOUT RECOURSE TO SUCH STATE’S CHOICE OF
      LAW PRINCIPLES.





Section
      11.10 Limited
      Liability . Notwithstanding anything to the contrary set forth in this Agreement, no party
      to this Agreement shall be liable for any punitive, special, indirect or
      consequential damages, including lost profits, lost revenues, lost savings
      and
      increased costs of operations.





Section
      11.11 J urisdiction
      and Enforcement .




(a) Each
      of
      Seller and Buyer irrevocably submits to the exclusive jurisdiction of
      (i) the Supreme Court of the State of New York, New York County and
      (ii) the United States District Court for the Southern District of New
      York, for the purposes of any suit, action or other proceeding arising out
      of
      this Agreement or any transaction contemplated hereby. Each of Seller and Buyer
      agrees to commence any action, suit or proceeding arising out of this Agreement
      or any transaction contemplated hereby either in the United States District
      Court for the Southern District of New York or, if such suit, action or
      proceeding may not be brought in such court due to subject matter jurisdictional
      reasons, in the Supreme Court of the State of New York, New York County. Each
      of
      the parties further agrees that service of process, summons, notice or document
      by hand delivery or U.S. certified mail at the address specified for such party
      in Section 11.5 (or such other address specified by such party from time to
      time pursuant to Section 11.5) shall be effective service of process for
      any action, suit or proceeding brought against such party in any such court.
      Each of the parties irrevocably and unconditionally waives any objection to
      the
      laying of venue of any action, suit or proceeding arising out of this Agreement
      or any transaction contemplated hereby in (i) the Supreme Court of the
      State of New York, New York County, or (ii) the United States District
      Court for the Southern District of New York, and hereby further irrevocably
      and
      unconditionally waives and agrees not to plead or claim in any such court that
      any such action, suit or proceeding brought in any such court has been brought
      in an inconvenient forum.  Nothing
      herein shall affect the right to effect service of process in any other manner
      permitted by law.


99





Section
      11.12 WAIVER
      OF TRIAL BY JURY. EACH
      PARTY TO THIS AGREEMENT AGREES THAT ANY SUIT, ACTION OR PROCEEDING, WHETHER
      CLAIM OR COUNTERCLAIM, BROUGHT OR INSTITUTED BY ANY PARTY HERETO OR ANY
      SUCCESSOR OR ASSIGN OF ANY PARTY, WHICH ARISES FROM THIS AGREEMENT OR ANY OF
      THE
      TRANSACTIONS CONTEMPLATED HEREBY SHALL BE TRIED ONLY BY A COURT AND NOT BY
      A
      JURY. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY
      SUCH SUIT, ACTION OR PROCEEDING. EACH PARTY HAS ENTERED INTO THIS AGREEMENT
      IN
      RELIANCE UPON THIS WAIVER OF JURY TRIAL.











[REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]


100





IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      as
      of the date first set forth above.








CONSOLIDATED
                EDISON, INC.By:Name:
            Stephen
                B. BramTitle:
            Group
                President Energyand CommunicationsRCN
                CORPORATIONBy:Name:
            Peter
                D. AquinoTitle:
            President
                and Chief Executive Officer




101