EXECUTION
COPY


	
		
	


AGREEMENT AND PLAN OF
MERGER

AMONG


SPRINT NEXTEL
CORPORATION,



AHI MERGER SUB
INC.


AND


ALAMOSA HOLDINGS,
INC.


DATED AS OF NOVEMBER 21,
2005

	
		
	









TABLE OF
CONTENTS





											
	 		 		Page
	ARTICLE
I		THE
MERGER		1
	Section
1.1.		The Merger		1
	Section
1.2.		Effective Time;
Closing		2
	Section 1.3.		Effect
of the Merger		2
	Section
1.4.		Conversion of Company Capital
Stock		2
	Section
1.5.		Dissenting
Shares		3
	Section
1.7.		Employee Stock Purchase
Plan		4
	Section 1.8.		Surrender
of Shares of Company Capital Stock; Stock Transfer
Books		5
	ARTICLE
II		THE
SURVIVING CORPORATION		7
	Section
2.1.		Certificate of
Incorporation		7
	Section
2.2.		Bylaws		7
	Section
2.3.		Directors and
Officers		7
	ARTICLE
III		REPRESENTATIONS
AND WARRANTIES OF THE
COMPANY		7
	Section
3.1.		Organization and
Standing		8
	Section
3.2.		Capitalization		8
	Section
3.3.		Authority for
Agreement		9
	Section 3.4.		No
Conflict		10
	Section
3.5.		Required Filings and
Consents		11
	Section
3.6.		Compliance		11
	Section
3.7.		Licenses and
Permits		11
	Section
3.8.		Reports; Financial Statements; Internal
Controls		12
	Section
3.9.		Absence of Certain Changes or
Events		14
	Section
3.10.		Taxes		14
	Section
3.11.		Title to
Assets		15
	Section
3.12.		Change of Control
Agreements		16
	Section
3.13.		Litigation		16
	Section
3.14.		Contracts and
Commitments		16
	Section
3.15.		Information
Supplied		17
	Section
3.16.		Employee Benefit
Plans		17
	Section 3.17.		Labor
and Employment Matters		18
	Section
3.18.		Environmental
Compliance		19
	Section
3.19.		Intellectual
Property		20
	Section
3.20.		Undisclosed
Liabilities		21
	Section
3.21.		Brokers		21
	Section
3.22.		Related Party
Transactions		21
	Section
3.23.		Anti-Takeover
Provisions		22
	Section
3.24.		Company
Indentures		22
	Section
3.25.		Disclaimer		23
	ARTICLE
IV		REPRESENTATIONS
AND WARRANTIES OF PARENT AND
BUYER		23
	Section
4.1.		Organization and
Standing		23
	Section
4.2.		Authority for Agreement;
Enforceability		23
	Section
4.3.		No Conflict		23
	Section
4.4.		Required Filings and
Consents		24
	Section
4.5.		Information
Supplied		24
	Section
4.6.		Brokers		24
	Section
4.7.		No Prior
Activities		24
	Section
4.8.		Available
Funds		25
	Section
4.9.		Ownership of Company Capital Stock; Affiliates and
Associates.		25
	

















											
	 		 		Page
	Section
4.10.		Disclaimer		25
	ARTICLE
V		COVENANTS		25
	Section
5.1.		Conduct of the Business Pending the
Merger.		25
	Section
5.2.		Access to Information;
Confidentiality		27
	Section
5.3.		Notification of Certain
Matters		29
	Section
5.4.		Further
Assurances		29
	Section
5.5.		Board
Recommendations		30
	Section
5.6.		Stockholder
Litigation		31
	Section
5.7.		Indemnification		31
	Section
5.8.		Public
Announcements		33
	Section
5.9.		Acquisition
Proposals		33
	Section
5.10.		Stockholders’ Meeting; Proxy
Statement		34
	Section
5.11.		Stockholder
Lists		35
	Section
5.12.		Director
Resignations		36
	Section
5.13.		Benefits Continuation;
Severance		36
	Section
5.14.		Rule 16b-3		37
	ARTICLE
VI		CONDITIONS		37
	Section
6.1.		Conditions to the Obligation of Each
Party		37
	Section
6.2.		Conditions to Obligations of Parent and Buyer to Effect
the Merger		38
	Section
6.3.		Conditions to Obligations of the Company to Effect the
Merger		39
	ARTICLE
VII		TERMINATION,
AMENDMENT AND WAIVER		40
	Section
7.1.		Termination		40
	Section
7.2.		Effect of
Termination		41
	Section
7.3.		Amendments		42
	Section
7.4.		Waiver		42
	ARTICLE
VIII		GENERAL
PROVISIONS		42
	Section 8.1.		No
Third Party Beneficiaries		42
	Section
8.2.		Entire
Agreement		42
	Section
8.3.		Succession and
Assignment		43
	Section
8.4.		Counterparts		43
	Section
8.5.		Governing Law; Venue; Service of Process, Waiver of Jury
Trial		43
	Section
8.6.		Severability		43
	Section
8.7.		Specific
Performance		44
	Section
8.8.		Construction		44
	Section
8.9.		Non-Survival of Representations and Warranties and
Agreements		44
	Section
8.10.		Certain
Definitions		44
	Section
8.11.		Fees and
Expenses		44
	Section
8.12.		Notices		44
	Section
8.13.		Cross-References to Certain Terms Defined Elsewhere in
This
Agreement		45
	



















AGREEMENT AND PLAN
OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this
‘‘Agreement’’), dated as of November 21,
2005, by and among SPRINT NEXTEL CORPORATION, a Kansas corporation
(‘‘Parent’’), AHI MERGER SUB INC., a
Delaware corporation (‘‘Buyer’’) and wholly
owned subsidiary of Parent, and ALAMOSA HOLDINGS, INC., a Delaware
corporation (the
‘‘Company’’).


W I T N E S
S E T H:


WHEREAS, the parties to this Agreement desire to
effect the acquisition of the Company by Parent through a merger of the
Company and Buyer;

WHEREAS, in furtherance of the foregoing, upon
the terms and subject to the conditions of this Agreement and in
accordance with the Delaware General Corporation Law (the
‘‘DGCL’’), Buyer shall merge with and into
the Company (the ‘‘Merger’’) in accordance
with the provisions of the DGCL, with the Company as the surviving
corporation;

WHEREAS, concurrently with the execution and
delivery of this Agreement, and as a condition and inducement to
Parent’s entering into this Agreement, certain stockholders have
entered into a stockholders agreement, dated as of the date hereof (the
‘‘Stockholders Agreement’’), pursuant to
which, among other things, such stockholders have agreed to vote its
shares of Company Common Stock in favor of the Merger, subject to the
terms and conditions contained therein;

WHEREAS, the Board of
Directors of the Company has approved this Agreement, the Merger and
the transactions contemplated hereby; and

WHEREAS, the Board of
Directors of the Company has determined that the consideration to be
paid for each share of Company Common Stock and for each share of
Series B convertible preferred stock, par value $0.01 per share, of the
Company (‘‘Series B Preferred Stock,’’ and
together with the Company Common Stock, the ‘‘Company
Capital Stock’’) in the Merger is fair to and in the best
interests of the Company and the holders of each series of Company
Capital Stock (the ‘‘Company
Stockholders’’) and resolved to recommend that the
Company Stockholders adopt this Agreement and approve the Merger and
the other transactions contemplated hereby.

NOW, THEREFORE, in
consideration of the foregoing and the respective representations,
warranties, covenants and agreements contained in this Agreement and
intending to be legally bound hereby, the parties agree as
follows:

ARTICLE I


THE MERGER


Section
1.1.    The Merger.    Upon the terms and subject to the
conditions of this Agreement, and in accordance with the DGCL, at the
Effective Time, Buyer shall be merged with and into the Company. As a
result of the Merger, the separate corporate existence of Buyer shall
cease and the Company shall continue as the surviving corporation
following the Merger (the ‘‘Surviving
Corporation’’). The corporate existence of the Company,
with all its purposes, rights, privileges, franchises, powers and
objects, shall continue unaffected and unimpaired by the Merger and, as
the Surviving Corporation, it shall be governed by the
DGCL.

Section 1.2.    Effective Time; Closing.    
As promptly as practicable (and in any event within five business days)
after the satisfaction or waiver of the conditions set forth in Article
VI (other than those conditions which by their terms can only be
satisfied at the Closing, but subject to the satisfaction or waiver of
such conditions at the Closing), the parties shall cause the Merger to
be consummated by filing a certificate of merger (the
‘‘Certificate of Merger’’), with the
Secretary of State of the State of Delaware and by making all other
filings or recordings required under the DGCL in connection with the
Merger, in such form as is required by, and executed in accordance with
the relevant provisions of, the DGCL. The Merger shall become effective
at such time as the Certificate of Merger is duly filed with the
Secretary of State of the State of Delaware, or at such other time (but
not earlier than the time that the Certificate of 

1









Merger is filed) as the parties agree shall be
specified in the Certificate of Merger (the date and time the Merger
becomes effective, the ‘‘Effective Time’’).
On the date of such filing, a closing (the
‘‘Closing’’) shall be held at 10:00 a.m.
Eastern time, at the offices of King & Spalding LLP, 191 Peachtree
Street, Atlanta, Georgia 30303, or at such other time and location as
the parties shall otherwise agree.

Section 1.3.    Effect
of the Merger    . At the Effective Time, the effect of
the Merger shall be as provided in the applicable provisions of the
DGCL. Without limiting the generality of the foregoing, and subject
thereto, at the Effective Time all the property, rights, privileges,
powers and franchises of the Company and Buyer shall vest in the
Surviving Corporation, and all debts, liabilities, obligations,
restrictions, disabilities and duties of the Company and Buyer shall
become the debts, liabilities, obligations, restrictions, disabilities
and duties of the Surviving Corporation.

Section
1.4.    Conversion of Company Capital Stock.     At the
Effective Time, by virtue of the Merger and without any action on the
part of Buyer, the Company or the holders of any of the securities
described in this Section 1.4:

(a)    Each
share of Company Common Stock issued and outstanding immediately prior
to the Effective Time (other than shares canceled pursuant to Section
1.4(c) and Dissenting Shares, if any) shall be canceled and, by virtue
of the Merger and without any action on the part of the holder thereof,
shall be converted automatically into the right to receive an amount in
cash equal to $18.75 payable, less any required withholding taxes as
described in Section 1.8(e) and without interest, to the holder of such
share of Company Common Stock, upon surrender of the certificate that
formerly evidenced such share of Company Common Stock in the manner
provided in Section 1.8 (the ‘‘Common Stock Merger
Consideration’’);

(b)    Each
share of Series B Preferred Stock issued and outstanding immediately
prior to the Effective Time (other than shares canceled pursuant to
Section 1.4(c) and Dissenting Shares, if any) shall be canceled and, by
virtue of the Merger and without any action on the part of the holder
thereof, shall be converted automatically into the right to receive an
amount in cash equal to $1,378.69 plus any accrued and unpaid dividends
as of the Effective Time payable, less any required withholding taxes
as described in Section 1.8(e) and without interest, to the holder of
such share of Series B Preferred Stock, upon surrender of the
certificate that formerly evidenced such share of Series B Preferred
Stock in the manner provided in Section 1.8 (the ‘‘Series
B Merger Consideration’’ and together with the Common
Stock Merger Consideration, the ‘‘Merger
Consideration’’);

(c)    Each
share of Company Capital Stock issued and outstanding immediately prior
to the Effective Time that is owned by Parent or Buyer and each share
of Company Capital Stock that is owned by the Company as treasury stock
shall be canceled and retired and cease to exist and no payment or
distribution shall be made with respect
thereto;

(d)    At the Effective Time, all
shares of the Company Capital Stock converted pursuant to Section
1.4(a) or (b) shall no longer be outstanding and shall automatically be
canceled and retired and cease to exist, and each holder of a
certificate (‘‘Certificate’’) representing
any such shares of Company Capital Stock shall cease to have any rights
with respect thereto, except the right to receive the Merger
Consideration in accordance with Section 1.4(a) or (b), as applicable;
and

(e)    Each share of common stock, par
value $0.01 per share, of Buyer issued and outstanding immediately
prior to the Effective Time shall be converted into and become one
validly issued, fully paid and nonassessable share of common stock, par
value $0.01 per share, of the Surviving Corporation and shall
constitute the only outstanding shares of capital stock of the
Surviving Corporation.

Section 1.5.    Dissenting
Shares.

(a)    Notwithstanding anything
in this Agreement to the contrary, shares of Company Capital Stock that
are issued and outstanding immediately prior to the Effective Time and
which are held by the Company Stockholders who have demanded and
perfected their demands for appraisal of such shares of Company Capital
Stock in the time and manner provided in Section 262 of the DGCL and,
as of the Effective Time, have neither effectively withdrawn nor lost
their rights to such appraisal and 

2









payment under the DGCL (the
‘‘Dissenting Shares’’) shall not be
converted as described in Section 1.4(a) or (b), as applicable, but
shall, by virtue of the Merger, be entitled to only such rights as are
granted by Section 262 of the DGCL; provided, however,
that if such holder shall have failed to perfect or shall have
effectively withdrawn or lost his, her or its right to appraisal and
payment under the DGCL, such holder’s shares of Company Capital
Stock shall thereupon be deemed to have been converted, at the
Effective Time, as described in Section 1.4(a) or (b), as applicable,
into the right to receive the Merger Consideration set forth in such
provisions, without any interest
thereon.

(b)    The Company shall give Parent
(i) prompt notice of any demands for appraisal pursuant to Section 262
of the DGCL received by the Company, withdrawals of such demands, and
any other instruments served pursuant to the DGCL with respect to
demands for appraisal and received by the Company and (ii) the
opportunity to direct all negotiations and proceedings with respect to
demands for appraisal under the DGCL. The Company shall not, except
with the prior written consent of Parent or as otherwise required by
applicable Law, make any payment with respect to any such demands for
appraisal or offer to settle or settle any such demands.

Section
1.6.    Stock Options and
Warrants.

(a)    The Company shall
ensure that all outstanding options to acquire Company Common Stock
(the ‘‘Company Options’’) granted under the
Amended and Restated 1999 Long-Term Incentive Plan (the
‘‘Company Stock Option Plan’’) that are not
exercised prior to the Effective Time shall terminate and expire
immediately after Effective Time. In addition, the Surviving
Corporation shall pay such holder, immediately after the Effective
Time, in exchange for the cancellation of such holder’s Company
Options (regardless of exercise price or whether or not such Company
Options are vested and exercisable), an amount in cash determined by
multiplying (a) the excess, if any, of the Common Stock Merger
Consideration over the applicable exercise price per share of the
Company Option by (b) the number of shares of Company Common Stock such
holder could have purchased had such holder exercised such Company
Option in full immediately after the Effective Time (assuming such
Company Option was fully vested), less any withholding taxes as
described in Section 1.8(e) and without
interest.

(b)    All holders of Company
Warrants shall be entitled to receive the excess, if any, of the
applicable Common Stock Merger Consideration over the applicable
exercise price of the Company Warrant upon the surrender of any Company
Warrant to the Paying Agent in accordance with Section 1.8(f). At the
Effective Time, the Company Warrants will be automatically exercisable
for the Merger Consideration to which the holder of the Company Warrant
would have received immediately after the Effective Time if the holder
had exercised the Company Warrant immediately prior to the Effective
Time.

Section 1.7.    Employee Stock Purchase
Plan.     The ‘‘Offering Period’’
(as defined in the ESPP) that started on September 1, 2005 under the
Company’s Third Amended and Restated Employee Stock Purchase
Plan (the ‘‘ESPP’’) may continue through
February 28, 2006 or until the end of the last business day before the
Effective Time; provided, (a) no person shall be allowed to elect to
increase his or her payroll deductions or other contributions to
purchase Company Common Stock for such Offering Period after the date
hereof; (b) the Company shall not commence any new Offering Periods
under the ESPP on or after the date hereof; and (c) if any whole shares
of Company Common Stock purchased in such Offering Period by a
participant have not been issued before the Effective Time to such
participant, in lieu of the issuance of such shares, the Surviving
Corporation shall pay such participant, immediately after the Effective
Time, a cash payment determined by multiplying (i) such number of whole
shares    by (ii) the Common Stock Merger Consideration, plus a cash
payment equal to the balance, if any, in his or her account in the ESPP
after the purchase of such whole shares of Company Common Stock, less
any withholding taxes as described in Section 1.8(e) and without
interest. Effective as of the Effective Time, the ESPP shall be
terminated.

Section 1.8.    Surrender of Shares of Company
Capital Stock; Stock Transfer
Books.

(a)    Prior to the Effective
Time, Parent shall designate a bank or trust company, reasonably
acceptable to the Company, to act as agent (the ‘‘Paying
Agent’’) for the Company Stockholders to 

3









receive the funds necessary to make the
payments to the Company Stockholders pursuant to Section 1.4 upon
surrender of the Company Stockholders’ Certificates and pursuant
to Section 1.6 in the case of holders who exercise Company Warrants.
Parent shall, at or prior to the Effective Time, deposit with the
Paying Agent the aggregate Merger Consideration to be paid in respect
of the shares of Company Capital Stock (the
‘‘Fund’’). The Fund shall be invested by
the Paying Agent as directed by Parent. Any net profit resulting from,
or interest or income produced by, such investments, shall be payable
to Parent. Parent shall replace any monies lost through any investment
made pursuant to this Section 1.8(a). The Paying Agent shall make the
payments provided in Section
1.4.

(b)    Promptly after the Effective
Time, Parent shall cause to be mailed to each person who was, at the
Effective Time, a holder of record of shares of Company Capital Stock
entitled to receive the Merger Consideration pursuant to Section 1.4 a
form of letter of transmittal (which shall specify that delivery shall
be effected, and risk of loss and title to the Certificates shall pass,
only upon proper delivery of the Certificates to the Paying Agent) and
instructions for use in effecting the surrender of the Certificates
pursuant to such letter of transmittal. Upon surrender to the Paying
Agent of a Certificate, together with such letter of transmittal, duly
completed and validly executed in accordance with the instructions
thereto, and such other documents as may be required pursuant to such
instructions, the holder of such Certificate shall be entitled to
receive, in exchange therefor, the Merger Consideration for each share
of each series of Company Capital Stock formerly evidenced by such
Certificate, and such Certificate shall then be canceled. Until so
surrendered, each such Certificate shall, at and after the Effective
Time, represent for all purposes only the right to receive Merger
Consideration. No interest shall accrue or be paid to any beneficial
owner of shares of Company Capital Stock or any holder of any
Certificate with respect to the Merger Consideration payable upon the
surrender of any Certificate. If payment of the Merger Consideration is
to be made to a person other than the person in whose name the
surrendered Certificate is registered on the stock transfer books of
the Company, it shall be a condition of payment that the Certificate so
surrendered shall be endorsed in blank or to the Paying Agent or
otherwise be in proper form for transfer, in the sole discretion of the
Paying Agent, and that the person requesting such payment shall have
paid all transfer and other taxes required by reason of the payment of
the Merger Consideration to a person other than the registered holder
of the Certificate surrendered or shall have established to the
satisfaction of Parent that such taxes either have been paid or are not
applicable. If any Certificate shall have been lost, stolen or
destroyed, upon making of an affidavit of that fact by the person
claiming such Certificate to be lost, stolen or destroyed and, if
required by Parent, the posting by such person of a bond, in such
reasonable amount as Parent may direct, as indemnity against any claim
that may be made against it with respect to such Certificate, the
Paying Agent shall issue in exchange for such lost, stolen or destroyed
Certificate the applicable Merger Consideration such holder is entitled
to receive pursuant to Section 1.4.

(c)    At
any time following the date that is six months after the Effective
Time, Parent shall be entitled to require the Paying Agent to deliver
to it any portion of the Fund that had been made available to the
Paying Agent and not disbursed to the Company Stockholders (including
all interest and other income received by the Paying Agent in respect
of all amounts held in the Fund or other funds made available to it),
and thereafter each such holder shall be entitled to look only to
Parent (subject to abandoned property, escheat and other similar Laws),
and only as general creditors thereof, with respect to any Merger
Consideration that may be payable upon due surrender of the
Certificates held by such holder. If any Certificates representing
shares of Company Capital Stock shall not have been surrendered
immediately prior to such date on which the Merger Consideration in
respect of such Certificate would otherwise escheat to or become the
property of any Governmental Entity, any such cash, shares, dividends
or distributions payable in respect of such Certificate shall become
the property of Parent, free and clear of all claims or interest of any
person previously entitled thereto. Notwithstanding the foregoing, none
of the Surviving Corporation, Parent, Buyer or the Paying Agent shall
be liable to any Company Stockholder for any Merger Consideration
delivered in respect of such share of Company Capital Stock to a public
official pursuant to any abandoned property, escheat or other similar
Law.

4








(d)    At the Effective
Time, the stock transfer books of the Company shall be closed, and
thereafter there shall be no further registration of transfers of
shares of Company Capital Stock on the records of the Company. From and
after the Effective Time, except for Parent and Buyer, the Company
Stockholders holding shares of Company Capital Stock outstanding
immediately prior to the Effective Time shall cease to have any rights
with respect to such shares of Company Capital Stock except as
otherwise provided herein or by applicable Law, and the Merger
Consideration paid pursuant to this Article I upon the surrender or
exchange of Certificates shall be deemed to have been paid in full
satisfaction of all rights pertaining to the shares of Company Capital
Stock theretofore represented by such
Certificates.

(e)    Parent, Buyer, the
Surviving Corporation and the Paying Agent, as the case may be, shall
be entitled to deduct and withhold from the Merger Consideration and
any other amount otherwise payable pursuant to this Agreement to any
Company Stockholder, any holder of Company Options or Company Warrants
and any participant in the ESPP (each, a
‘‘Payee’’) such amounts that Parent, Buyer,
the Surviving Corporation or the Paying Agent is required to deduct and
withhold with respect to the making of such payment under the Internal
Revenue Code of 1986 (the ‘‘Code’’), the
rules and regulations promulgated thereunder or any provision of state,
local or foreign tax Law. Any amounts so withheld shall be treated for
all purposes of this Agreement as having been paid to
Payee.

(f)    Upon the surrender to the
Paying Agent of an original copy of a Company Warrant, the Paying Agent
shall pay to such holder the excess, if any, of the Common Stock Merger
Consideration for each share of Company Common Stock represented by
such Company Warrant over the applicable exercise price. The procedures
set forth in this Section 1.8 shall apply to any surrender of a Company
Warrant.

ARTICLE II

THE SURVIVING
CORPORATION

Section 2.1.    Certificate of
Incorporation.     The certificate of incorporation of the
Surviving Corporation shall be amended as of the Effective Time to be
substantially the same as the certificate of incorporation attached
hereto as Exhibit A, until the same shall thereafter be
altered, amended or repealed in accordance with applicable Law or such
certificate of incorporation.

Section
2.2.    Bylaws.     The bylaws of the Surviving
Corporation shall be amended as of the Effective Time to be
substantially the same as the bylaws attached hereto as Exhibit
B, until the same shall thereafter be altered, amended or repealed
in accordance with applicable Law, the certificate of incorporation of
the Surviving Corporation or such bylaws.

Section
2.3.    Directors and Officers.     From and after the
Effective Time, until the earlier of their resignation or removal or
until their respective successors are duly elected or appointed and
qualified in accordance with applicable Law, (a) the directors of Buyer
at the Effective Time shall be the directors of the Surviving
Corporation and (b) the officers of Buyer at the Effective Time shall
be the officers of the Surviving Corporation.

ARTICLE
III

REPRESENTATIONS AND WARRANTIES OF THE
COMPANY

Except as disclosed in (a) a publicly available
final registration statement, prospectus, report, form, schedule or
proxy statement filed since January 1, 2005 by the Company with the
Securities and Exchange Commission
(‘‘SEC’’) pursuant to the Securities Act of
1933, as amended (the ‘‘Securities Act’’)
or the Securities Exchange Act of 1934, as amended (the
‘‘Exchange Act’’) (collectively, the
‘‘Company SEC Reports’’) and prior to the
date hereof, but excluding any risk factor disclosure contained in any
such Company SEC Report under the heading ‘‘Risk
Factors’’ or ‘‘Cautionary Note Regarding
Forward-Looking Statements’’ or similar heading, or (b)
the disclosure letter (the ‘‘Company Disclosure
Letter’’) delivered by the Company to the other parties
concurrently with the execution of this Agreement (which 

5









letter sets forth items of disclosure with
specific reference to the particular Section or subsection of this
Agreement to which the information in the Company Disclosure Letter
relates; provided, however, that any information set forth in
one section of the Company Disclosure Letter will be deemed to apply to
each other Section or subsection of this Agreement to which its
relevance is reasonably apparent; provided, further, that,
notwithstanding anything in this Agreement to the contrary, the
inclusion of an item in such letter as an exception to a representation
or warranty will not be deemed an admission that such item represents a
material exception or material fact, event or circumstance or that such
item has had or would reasonably be expected to have a Material Adverse
Effect), the Company represents and warrants to each of the other
parties as follows:

Section 3.1.    Organization and
Standing.     Each of the Company and each direct or indirect
subsidiary of the Company (a
‘‘Subsidiary’’) (a) is a corporation,
limited liability company or partnership duly organized, validly
existing and in good standing under the Laws of the jurisdiction of its
organization, (b) has full corporate or other power and authority to
own, lease and operate its properties and assets and to conduct its
business as presently conducted and (c) is duly qualified or licensed
to do business as a foreign corporation or other entity and is in good
standing in each jurisdiction where the character of the properties
owned, leased or operated by it or the nature of its business makes
such qualification or licensing necessary, except where failure to have
such approvals or to be so qualified or licensed has not had, and would
not reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect. The Company has furnished or made available to
Parent true and complete copies of the Company’s certificate of
incorporation (the ‘‘Company Certificate of
Incorporation’’) and the Company’s bylaws (the
‘‘Company Bylaws’’) and the certificate of
incorporation and bylaws (or equivalent organizational documents) of
each Subsidiary, each as amended to date. Such certificates of
incorporation and bylaws (or equivalent organizational documents) are
in full force and effect, and neither the Company nor any Subsidiary is
in violation of any provision of its certificate of incorporation or
bylaws (or equivalent organizational documents).

Section
3.2.    Capitalization.     The authorized capital stock
of the Company consists of 290,000,000 shares of Company Common Stock
and 10,000,000 shares of preferred stock, par value $0.01 per share, of
which 300,000 have been designated as Series A Preferred Stock, 750,000
have been designated as Series B Preferred Stock and 500,000 have been
designated as Series C Convertible Preferred Stock. As of the date
hereof, (a) 163,413,654 shares of Company Common Stock are issued and
outstanding, all of which are validly issued, fully paid and
nonassessable and free of preemptive rights, (b) no shares of Company
Common Stock are held in the treasury of the Company, (c) 8,487,770
Company Options are outstanding pursuant to the Company Stock Option
Plan, each such option entitling the holder thereof to purchase one
share of Company Common Stock, (d) 266,963 shares of Company Common
Stock are authorized and reserved for future issuance pursuant to the
ESPP, (e) 300,000 shares of Series A Preferred Stock, par value $0.01,
of the Company are reserved for issuance, (f) 220,301 shares of Series
B Preferred Stock are issued and outstanding, all of which are validly
issued, fully paid and nonassessable and free of preemptive rights and
which are convertible into 16,198,603 shares of Company Common Stock,
(g) no shares of Series C Preferred Stock are issued and outstanding
and (h) no shares of Company Common Stock are reserved for issuance
upon exercise of outstanding stock options or otherwise, except for (x)
8,487,770 shares of Company Common Stock reserved for issuance pursuant
to Company Options, (y) shares of Company Common Stock reserved for
issuance upon conversion of the outstanding shares of Series B
Preferred Stock and (z) 298,631 shares of Company Common Stock reserved
for issuance under the outstanding warrants to purchase shares of
Company Common Stock (the ‘‘Company
Warrants’’). Section 3.2 of the Company Disclosure Letter
sets forth a true and complete list of the outstanding Company Options
and Company Warrants, with the exercise price of each such Company
Option and each such Company Warrant. Except as set forth above and
except for rights (‘‘Company Rights’’)
distributed to holders of Company Common Stock pursuant to the Rights
Agreement, dated as of February 14, 2001, between the Company and
Mellon Investor Services LLC, as Rights Agent (the
‘‘Rights Agreement’’), there are no
options, warrants, convertible securities, subscriptions, stock
appreciation rights, phantom stock plans or stock equivalents or other
rights, agreements, arrangements or commitments (contingent or
otherwise) of any character issued or authorized by the Company or any
Subsidiary relating to the issued or unissued capital stock of the
Company or any Subsidiary or obligating 

6









the Company or any Subsidiary to issue or sell
any shares of capital stock of, or options, warrants, convertible
securities, subscriptions or other equity interests in, the Company or
any Subsidiary. All shares of Company Common Stock subject to issuance
as aforesaid, upon issuance on the terms and conditions specified in
the instruments pursuant to which they are issuable, shall be duly
authorized, validly issued, fully paid and nonassessable. There are no
outstanding contractual obligations of the Company or any Subsidiary to
repurchase, redeem or otherwise acquire any shares of Company Capital
Stock or any capital stock of any Subsidiary or to pay any dividend or
make any other distribution in respect thereof or to provide funds to,
or make any investment (in the form of a loan, capital contribution or
otherwise) in, any person. Each outstanding share of capital stock of
each Subsidiary is duly authorized, validly issued, fully paid and
nonassessable and free of any preemptive rights. The Company owns
(either directly or indirectly) beneficially and of record all of the
issued and outstanding capital stock of each Subsidiary, free and clear
of all security interests, liens, claims, pledges, options, rights of
first refusal, agreements, limitations on the Company’s or such
other Subsidiary’s voting rights, charges and other encumbrances
of any nature whatsoever and does not own an equity interest in any
other corporation, partnership or entity, other than in the
Subsidiaries. No bonds, debentures, notes or other indebtedness of the
Company or the Subsidiaries having the right to vote on any matter on
which stockholders may vote are issued or outstanding.

Section
3.3.    Authority for
Agreement.

(a)    The Company has all
necessary corporate power and authority to execute and deliver this
Agreement, to perform its obligations hereunder and, subject to
obtaining necessary stockholder approval, to consummate the Merger and
the other transactions contemplated by this Agreement. The execution,
delivery and performance by the Company of this Agreement, and the
consummation by the Company of the Merger and the other transactions
contemplated by this Agreement have been duly authorized by all
necessary corporate action (including the approval of the Board of
Directors of the Company), and no other corporate proceedings on the
part of the Company are necessary to authorize this Agreement or to
consummate the Merger or the other transactions contemplated by this
Agreement (other than, with respect to the Merger, the approval and
adoption of this Agreement by the affirmative vote of holders of a
majority of the voting power of the then issued and outstanding shares
of Company Capital Stock and the filing and recordation of the
certificate of merger as required by the DGCL). This Agreement has been
duly executed and delivered by the Company and, assuming the due
authorization, execution and delivery by Parent and Buyer, constitutes
a legal, valid and binding obligation of the Company enforceable
against the Company in accordance with its terms. The affirmative vote
of holders of a majority of the issued and outstanding shares of
Company Capital Stock is the only vote of the Company’s equity
holders necessary to approve this Agreement, the Merger and the other
transactions contemplated by this
Agreement.

(b)    At a meeting duly called
and held on November 21, 2005, the Board of Directors of the Company
(i) determined that this Agreement and the other transactions
contemplated hereby, including the Merger, are fair to and in the best
interests of, the Company and the Company Stockholders, (ii) approved,
authorized and adopted this Agreement and approved and authorized the
Merger and the other transactions contemplated hereby and (iii)
resolved to recommend approval and adoption by the Company Stockholders
of this Agreement, the Merger and the other transactions contemplated
by this Agreement. The Blackstone Group and UBS Investment Bank (the
‘‘Independent Advisors’’), the independent
financial advisors to the Board of Directors of the Company, have
delivered to the Board of Directors of the Company their opinions,
dated as of the date of this Agreement, that, as of such date and based
on the assumptions, qualifications and limitations contained in such
opinions, the consideration to be received by the Company Stockholders
in the Merger is fair, from a financial point of view, to such
holders.

Section 3.4.    No Conflict.     The
execution and delivery of this Agreement by the Company do not, and the
performance of this Agreement by the Company and the consummation of
the Merger and the other transactions contemplated by this Agreement
and the Stockholders Agreement will not, (a) conflict with or violate
the Company Certificate of Incorporation or the Company Bylaws or
equivalent organizational documents of any of the Subsidiaries, (b)
subject to Section 3.5, conflict with or violate any 

7









United States federal, state or local or any
foreign statute, law, rule, regulation, ordinance, code, order,
judgment, decree or any other requirement or rule of law (a
‘‘Law’’) applicable to the Company or any
of the Subsidiaries or by which any property or asset of the Company or
any of the Subsidiaries is bound or affected, or (c) result in a breach
of or constitute a default (or an event which with notice or lapse of
time or both would become a default) under, give to others any right of
termination, amendment, acceleration or cancellation of, result in
triggering any payment or other obligations, or result in the creation
of a lien or other encumbrance on any property or asset of the Company
or any of the Subsidiaries pursuant to, any note, bond, mortgage,
indenture, contract, agreement, lease, license, permit, franchise or
other instrument or obligation to which the Company or any of the
Subsidiaries is a party or by which the Company or any of the
Subsidiaries or any property or asset of any of them is bound or
affected, except in the case of clauses (b) and (c) above for any such
conflicts, violations, breaches, defaults or other occurrences that
have not had, and would not reasonably be expected to have,
individually or in the aggregate , a Material Adverse Effect.
‘‘Material Adverse Effect shall mean (i) a
material adverse effect on the business, operations or financial
condition of the Company and the Subsidiaries taken as a whole
(provided, however, that with respect to this clause (i),
Material Adverse Effect will be deemed not to include effects to the
extent resulting from (A) changes, after the date hereof, in U.S.
generally accepted accounting principles
(‘‘GAAP’’) or the accounting rules and
regulations of the SEC, (B) the public announcement of the Merger, (C)
any action or failure to act by Parent or any of its affiliates under
agreements between Parent or any of its affiliates, on the one hand,
and the Company or any of the Subsidiaries, on the other hand, (D)
Parent’s acquisition of Nextel or any action by Parent or any of
its affiliates in connection with the integration thereof, (E) changes
in or relating to the United States economy or United States financial,
credit or securities markets in general or (F) changes in or relating
to the industries in which the Company or the Subsidiaries operate or
the markets for any of such entity’s products or services in
general, which changes in the case of clauses (E) and (F) do not affect
the Company or any Subsidiary to a materially disproportionate degree
relative to other entities operating in such markets or industries or
serving such markets) or (ii) a material adverse effect on the ability
of the Company to perform its obligations under this Agreement and to
consummate the Merger and the other transactions contemplated by this
Agreement.

Section 3.5.    Required Filings and
Consents.     The execution and delivery of this Agreement by
the Company do not, and the performance of this Agreement by the
Company will not, require any consent, approval, authorization or
permit of, or filing with or notification to, any United States
federal, state or local or any foreign government or any court,
administrative or regulatory agency or commission or other governmental
authority or agency, domestic or foreign (a
‘‘Governmental Entity’’) or any consent,
approval or authorization of, or notification to, any other person,
except (a) for applicable requirements, if any, of state securities or
‘‘blue sky’’ Laws (‘‘Blue Sky
Laws’’) and filing and recordation of the certificate of
merger as required by the DGCL, (b) for those required by the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the
‘‘HSR Act’’), (c) for those required by the
Federal Communications Commission or any successor entity (the
‘‘FCC’’) under the Communications Act of
1934 and the rules, regulations and policies of the FCC promulgated
thereunder (the ‘‘FCC Filings’’), (d) for
such filings and approvals as are required to be made or obtained with
or from any state public service or public utility commission or
similar state regulatory bodies in connection with the consummation of
the Merger and the other transactions contemplated by this Agreement,
(e) for the filing of the Proxy Statement with the SEC and any national
securities exchange or trading system and (f) where failure to obtain
such consents, approvals, authorizations or permits, or to make such
filings or notifications, has not had, and would not reasonably be
expected to have, individually or in the aggregate, a Material Adverse
Effect.

Section 3.6.    Compliance.     Subject to
Section 3.7, each of the Company and the Subsidiaries has been operated
at all times in compliance with all Laws applicable to the Company or
any of the Subsidiaries or by which any property, business or asset of
the Company or any of the Subsidiaries is bound or affected, except for
any such failures to comply or violations that have not had, and would
not reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect.

Section 3.7.    Licenses and
Permits.

(a)    Except as set forth in
Section 3.7(a) of the Company Disclosure Letter, neither the Company
nor any of the Subsidiaries has any Licenses issued or granted by the
FCC.

8








(b)    The Company and
each of the Subsidiaries each has all governmental permits, licenses,
franchises, variances, exemptions, orders issued or granted by a
Governmental Entity and all other authorizations, consents,
certificates of public convenience and/or necessity and approvals
issued or granted by a Governmental Entity (collectively,
‘‘Licenses’’) necessary to conduct its
business as presently conducted (the ‘‘Company Material
Licenses’’), except those the absence of which have not
had, and would not reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect. Each Company Material License
is listed on Section 3.7(b) of the Company Disclosure
Letter.

Each of the Company and the Subsidiaries is in
compliance with (i) its obligations under each of the Company Licenses
and (ii) the rules and regulations of the Governmental Entity issuing
such Company Licenses, except, in either case, for such failures to be
in compliance as have not had, and would not reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect.
There is no pending or, to the Knowledge of the Company, threatened by
or before the FCC, the Federal Aviation Administration (the
‘‘FAA’’) or any other Governmental Entity,
any proceeding, notice of violation, order of forfeiture or complaint
or investigation against the Company or any of the Subsidiaries
relating to any of the Company Material Licenses, except as have not
had, and would not reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect. The term
‘‘Company Licenses’’ means, to the extent
not otherwise Company Material Licenses, all Licenses issued or granted
to the Company or any of the Subsidiaries by a Governmental Entity of
any state of the United States regulating telecommunications businesses
and all Licenses issued or granted to the Company or any of the
Subsidiaries by foreign Governmental Entities regulating
telecommunications businesses. For purposes of this Agreement, the term
‘‘Knowledge’’ means the actual knowledge of
the following officers of the Company: David Sharbutt (Chief Executive
Officer), Kendall Cowan (Chief Financial Officer), Steve Richardson
(Chief Operation Officer), Anthony Sabatino (Chief Technology Officer),
Loyd Rinehart (Senior Vice President — Corporate Finance), Paula
Sexton (Vice President — Administration) and Margaret Z. Couch
(Chief Integration Officer).

Section 3.8.    Reports;
Financial Statements; Internal
Controls.

(a)    The Company and each of
the Subsidiaries have timely filed all reports, registrations,
schedules, forms, statements and other documents, together with any
amendments required to be made with respect thereto (each, a
‘‘Report’’), that they were required to
file since January 1, 2003 with (i) the FCC, (ii) the SEC, (iii) any
state or other federal regulatory authority (other than any taxing
authority, which is dealt with exclusively in covered by Section 3.10)
and (iv) any foreign regulatory authority (other than any taxing
authority, which is dealt with exclusively in Section 3.10), and have
paid all fees and assessments due and payable in connection therewith,
except in each case where the failure to file such Report, or to pay
such fees and assessments, has not had, and would not reasonably be
expected to have, individually or in the aggregate, a Material Adverse
Effect. No Report of the Company made with the SEC, as of the date of
such Report, contained any untrue statement of a material fact or
omitted to state any material fact required to be stated therein or
necessary in order to make the statements made therein, in the light of
the circumstances in which they were made, not misleading, except that
information as of a later date (but before the date of this Agreement)
shall be deemed to modify information as of an earlier date. Since
January 1, 2003, as of their respective dates, all Reports of the
Company made with the SEC complied as to form in all material respects
with the applicable requirements of the Securities Act, the Exchange
Act, the Sarbanes-Oxley Act of 2002 (the ‘‘SOX
Act’’) and the rules and regulations thereunder with
respect thereto. No executive officer of the Company has failed in any
respect to make the certifications required of him or her under Section
302 or 906 of the SOX Act, and no enforcement action has been initiated
against the Company by the SEC relating to disclosures contained in any
Report of the Company made with the
SEC.

(b)    The Company has previously made
available to Parent copies of (i) the consolidated balance sheet of the
Company and the Subsidiaries as of December 31, 2004, and the related
consolidated statements of operations, stockholders’ equity and
cash flows for each of the two years in the period ended December 31,
2004, as reported in the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2004, including any amendments
thereto filed with the SEC 

9









(collectively, the ‘‘Company
2004 10-K’’), filed with the SEC under the Exchange Act,
accompanied by the audit report by PricewaterhouseCoopers LLP, the
independent registered public accounting firm with respect to the
Company for such periods (such balance sheets and statements, the
‘‘Audited Company Financial Statements’’)
and (ii) the unaudited consolidated balance sheet of the Company and
the Subsidiaries as of September 30, 2005 and the related consolidated
statements of operations, stockholders’ equity and cash flows
for the nine-month period ended September 30, 2005, as reported in the
Company’s Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2005, including any amendments (collectively, the
‘‘Company 10-Q’’) (such balance sheets and
statements, the ‘‘Unaudited Company Financial
Statements’’ and, together with the Audited Company
Financial Statements, the ‘‘Company Financial
Statements’’). The consolidated balance sheets of the
Company (including the related notes, where applicable) included in the
Company Financial Statements fairly present in all material respects
the consolidated financial position of the Company and the Subsidiaries
as of the dates thereof, and the other financial statements included in
the Company Financial Statements (including the related notes, where
applicable) fairly present in all material respects the consolidated
results of the operations and changes in stockholders’ equity
and cash flows of the Company and the Subsidiaries for the respective
fiscal periods therein set forth, subject in the case of the Unaudited
Company Financial Statements to normal year-end audit adjustments that
are consistent with past experience; each of such statements (including
the related notes, where applicable) complies in all material respects
with the published rules and regulations of the SEC with respect
thereto; and each of the Company Financial Statements (including the
related notes, where applicable) has been prepared in all material
respects in accordance with GAAP consistently applied during the
periods involved, except, in each case, as indicated in such statements
or in the notes thereto.

(c)    The Company
and the Subsidiaries have designed and maintain a system of internal
controls over financial reporting (as defined in Rules 13a-15(f) and
15d-15(f) of the Exchange Act) sufficient to provide reasonable
assurances regarding the reliability of financial reporting. The
Company (i) has designed and maintains disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange
Act) to ensure that material information required to be disclosed by
the Company in the Reports that it files or submits under the Exchange
Act is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules and forms and is
accumulated and communicated to the Company’s management as
appropriate to allow timely decisions regarding required disclosure and
(ii) has disclosed, based on its most recent evaluation of such
disclosure controls and procedures prior to the date hereof, to the
Company’s auditors and the audit committee of the Board of
Directors of the Company (A) any significant deficiencies and material
weaknesses in the design or operation of internal controls over
financial reporting that are reasonably likely to adversely affect in
any material respect the Company’s ability to record, process,
summarize and report financial information and (B) any fraud, whether
or not material, that involves management or other employees who have a
significant role in the Company’s internal controls over
financial reporting.

Section 3.9.    Absence of Certain
Changes or Events.     Except as contemplated by this Agreement,
(a) since December 31, 2004, there has not been any event or occurrence
of any condition that has had or would reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect, and (b)
since December 31, 2004 through the date of this Agreement, the Company
and the Subsidiaries have conducted their respective businesses in all
material respects in the ordinary course and consistent with prior
practice and there has not been (i) any declaration, setting aside or
payment of any dividend or any other distribution with respect to any
of the capital stock of the Company or any Subsidiary, (ii) any
material change in accounting methods, principles or practices employed
by the Company, (iii) any material change in the Company’s
internal controls over financial reporting (as defined in Rules
13a-15(f) and 15d-15(f) of the Exchange Act) or (iv) any action of the
type described in Section 5.1(b) (other than Section 5.1(b)(iv)) or
Section 5.1(c) that had such action been taken after the date of this
Agreement would be in violation of any such Section.

Section
3.10.    Taxes.     (a) The Company and each of the
Subsidiaries have timely filed all material Tax Returns required to be
filed by any of them; (b) all such Tax Returns are true, correct
and complete 

10









in all material respects; (c) all
Taxes of the Company and the Subsidiaries that are (i) shown as
due on such Tax Returns, (ii) otherwise due and payable or
(iii) claimed or asserted by any taxing authority to be due,
have been paid, except for those Taxes being contested in good faith
and for which adequate reserves have been established in the Company
Financial Statements; (d) there are no liens for any Taxes upon
the assets of the Company or any of the Subsidiaries, other than
statutory liens for real estate Taxes not yet due and payable and liens
for Taxes contested in good faith; (e) the Company does not have
any Knowledge of any proposed or threatened Tax claims or assessments
that, if upheld, would, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect; (f) neither the
Company nor any of the Subsidiaries has waived any statute of
limitations in respect of Taxes or agreed to any extension of time with
respect to a Tax assessment or deficiency; (g) the Company and
each Subsidiary has withheld and paid over to the relevant taxing
authority all Taxes required to have been withheld and paid in
connection with payments to employees, independent contractors,
creditors, stockholders or other third parties, except for such Taxes
that individually or in the aggregate would not reasonably be expected
to have a Material Adverse Effect; (h) except as would not
reasonably be expected, individually or in the aggregate, to have a
Material Adverse Effect, the unpaid Taxes of the Company and the
Subsidiaries did not exceed the accrual for Tax liability (disregarding
any reserve for deferred Taxes established to reflect timing
differences between book and Tax income) set forth on the face of the
balance sheet in the most recent Company Financial Statement
(disregarding any notes thereto); (i) neither the Company nor
any Subsidiary (A) has been a member of any other affiliated
group filing a consolidated federal income Tax Return (except the
affiliated group of which the Company is the common parent) or
(B) has any liability for the Taxes of any person under Treasury
Regulations Section 1.1502-6 (or any similar provision of state,
local, or foreign law), as a transferee or successor, by contract, or
otherwise; (j) all Tax Returns filed by or on behalf of the
Company or any Subsidiary have been examined by the relevant
Governmental Entity or the statute of limitations with respect to such
Tax Returns has expired; (k) no claim has been made by any
Governmental Entity in a jurisdiction in which the Company or any of
the Subsidiaries does not file a Tax Return that the Company or any of
the Subsidiaries is or may be subject to taxation by such jurisdiction;
(l) neither the Company nor any Subsidiary is a party to or
bound by any tax allocation or sharing agreement; (m) no closing
agreement pursuant to Section 7121 of the Code (or any similar
provision of state, local or foreign Tax law), private letter rulings,
technical advice memoranda or similar agreement or ruling has been
entered into by or with respect to the Company or any of the
Subsidiaries; (n) neither the Company nor any of the
Subsidiaries is a party to any agreement, contract, arrangement or plan
that has resulted or could result, separately or in the aggregate, in
the payment of any amount that will not be fully deductible as a result
of Section 162(m) of the Code (or any corresponding provision of
state, local or foreign Tax law); (o) neither the Company nor
any Subsidiary has entered into, or otherwise participated (directly or
indirectly) in, any ‘‘reportable
transaction’’ within the meaning of Treasury Regulations
Section 1.6011-4(b) or has received a written opinion from a tax
advisor that was intended to provide protection against a tax penalty;
and (p) the Company has not made any distribution of stock, and
no distribution of stock of the Company has been made, in a transaction
described in Section 355 of the Code. For purposes of this
Agreement, ‘‘Tax’’ (and, with correlative
meaning, ‘‘Taxes’’) means any federal,
state, local or foreign income, gross receipts, property, sales, use,
license, excise, franchise, employment, payroll, premium, withholding,
alternative or added minimum, ad valorem, transfer or excise tax, or
any other tax, custom, duty, governmental fee or other like assessment
or charge of any kind whatsoever, together with any interest or penalty
or addition thereto, whether disputed or not, imposed by any
Governmental Entity; and ‘‘Tax Return’’
means any return, report or similar statement required to be filed with
respect to any Tax (including any attached schedules), including any
information return, claim for refund, amended return or declaration of
estimated Tax.

Section 3.11.    Title to Assets.    
The Company and each of the Subsidiaries have good and marketable title
to, or a valid leasehold interest in, all of their real and personal
properties and assets reflected in the Company 2004 10-K or acquired
after December 31, 2004 (other than assets disposed of since December
31, 2004 in the ordinary course of business consistent with past
practice) or otherwise used in the conduct of business of the Company
and the Subsidiaries, in each case free and clear of all title defects,
liens, encumbrances and restrictions, except for (a) liens,
encumbrances or restrictions that secure indebtedness that are
reflected in the Company 10-Q; (b) liens for Taxes accrued but not yet
payable; (c) liens arising as a matter of Law in the ordinary course of
business with respect to obligations incurred after 

11









December 31, 2004; provided that the
obligations secured by such liens are not delinquent; and (d) such
title defects, liens, encumbrances and restrictions, if any, as
individually or in the aggregate, have not had, and would not
reasonably be expected to have a Material Adverse Effect (each a
‘‘Company Permitted Lien’’). The Company
and each of the Subsidiaries either own, or have valid leasehold
interests in, all properties and assets used by them in the conduct of
their business, except where the absence of such ownership or leasehold
interest has not had, and would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse
Effect.

Section 3.12.    Change of Control
Agreements.     Neither the execution and delivery of this
Agreement nor the consummation of the Merger or the other transactions
contemplated by this Agreement, will (either alone or in conjunction
with any other event) result in, cause the accelerated vesting or
delivery of, or increase the amount or value of, any payment or benefit
to any director, officer or employee of the Company. Without limiting
the generality of the foregoing, no amount paid or payable by the
Company in connection with or by reason of the Merger or the other
transactions contemplated by this Agreement, including accelerated
vesting of options (either solely as a result thereof or as a result of
such transactions in conjunction with any other event) will be an
‘‘excess parachute payment’’ within the
meaning of Section 280G of the Code.

Section
3.13.    Litigation.     Section 3.13 of the Company
Disclosure Letter sets forth a true, correct and complete list of all
claims, suits, actions, governmental investigations, indictments or
administrative, arbitration or other legal proceedings
(‘‘Litigation’’) pending or, to the
Knowledge of the Company, threatened against the Company or any of the
Subsidiaries. No Litigation pending or, to the Knowledge of the
Company, threatened against the Company or any of the Subsidiaries has
had, or would reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect. Except for such matters which
have not had, and would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect, there are
no judgments, orders, injunctions, decrees, stipulations or awards
(whether rendered by a court, administrative agency, or by arbitration,
pursuant to a grievance or other procedure) against or relating to the
Company or any of the Subsidiaries.

Section
3.14.    Contracts and
Commitments.

(a)    As of the date of
this Agreement, neither the Company nor any of the Subsidiaries is a
party to or bound by any contract, arrangement, commitment or
understanding (whether written or oral) (i) that is a
‘‘material contract’’ (as such term is
defined in Item 601(b)(10) of Regulation S-K promulgated under the
Securities Act) to be performed after the date of this Agreement that
has not been filed or incorporated by reference in the Reports filed
prior to the date hereof, (ii) that materially restricts the conduct of
any material line of business by the Company, or the ability of the
Company to operate in any geographic area or upon consummation of the
Merger will materially restrict the ability of the Surviving
Corporation to engage in any line of business material to the Company
or to operate in any geographical area, (iii) with or to a labor union
or guild (including any collective bargaining agreement), (iv) relating
to the borrowing of money or any guarantee in respect of any
indebtedness of any person (other than the endorsement of negotiable
instruments for collection in the ordinary course of business),
(v) that extends ‘‘most favored
nations’’ or similar pricing to the counterparty to such
contract or (vi) between the Company and any of the Subsidiaries, on
the one hand, and any of the Company’s stockholders (in their
capacity as such), on the other hand. In addition, neither the Company
nor any of the Subsidiaries is a party to or bound by any written
employment contract. Each contract, arrangement, commitment or
understanding of the type described in the preceding two sentences of
this Section 3.14(a), whether or not set forth in the Company
Disclosure Letter, is referred to as a ‘‘Material
Contract,’’ and neither the Company nor any of the
Subsidiaries has Knowledge of any violation of any Material Contract by
any of the other parties thereto that has had, or would reasonably be
expected to have, individually or in the aggregate, a Material Adverse
Effect.

(b)    With such exceptions that
have not had, or would not reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect, (i) each Material
Contract is valid and binding on the Company or the applicable
Subsidiary, as applicable, and is in full force and effect, (ii) the
Company or the applicable Subsidiary has performed all obligations
required to be performed by 

12









it to date under each Material Contract, and
(iii) no event or condition exists that constitutes or, after notice or
lapse of time or both, will constitute, a default on the part of the
Company or any of the Subsidiaries under any such Material
Contract.

Section 3.15.    Information Supplied.    
The proxy statement to be mailed to the Company Stockholders in
connection with the meeting (the ‘‘Stockholders’
Meeting’’) to be called to consider the Merger (the
‘‘Proxy Statement’’) at the date the Proxy
Statement is filed with the SEC, first published, sent or delivered to
Company Stockholders or, unless promptly corrected, at any time during
the pendency of the Stockholders’ Meeting, as the case may be,
shall not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in
order to make the statements made therein, in the light of the
circumstances under which they were made, not misleading. The Proxy
Statement filed with the SEC will comply as to form in all material
respects with the requirements of the Exchange Act. Notwithstanding the
foregoing, no representation or warranty is made by the Company with
respect to statements made or incorporated by reference therein based
on information supplied by Parent or Buyer for inclusion or
incorporation by reference in the Proxy Statement.

Section
3.16.    Employee Benefit Plans.     All employee benefit
plans (as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974 (‘‘ERISA’’)) and all
other agreements, plans, programs and policies which provide
compensation or benefits to current or former employees or directors or
independent contractors of the Company or any of the Subsidiaries and
with respect to which the Company or any Subsidiary has any material
liability, whether contingent or otherwise (individually a
‘‘Company Benefit Plan’’ and collectively
the ‘‘Company Benefit Plans’’), are
identified in Section 3.16 of the Company Disclosure Letter by the name
shown on their plan documents, and there are no Company Benefit Plans
other than the Company Benefit Plans identified in Section 3.16 of the
Company Disclosure Letter. A true and complete copy of each Company
Benefit Plan as currently in effect, any related trust agreement, any
ERISA required summary plan description and any Form 5500 filed for
2004, 2003 and 2002 (together with all related schedules, exhibits and
attachments) have been furnished to Parent. No Company Benefit Plan is
subject to Title IV of ERISA or Code Section 412. Except as would not,
individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect, (a) each Company Benefit Plan complies by its
terms and in its operation with all the applicable requirements of
ERISA, the Code and other applicable Law, (b) no Company Benefit Plan
is under audit or investigation by any government agency and to the
Knowledge of the Company no such audit or investigation is pending or
threatened, (c) each Company Benefit Plan intended to be qualified
under Section 401(a) of the Code is so qualified, and each plan has
received a favorable determination letter from the Internal Revenue
Service or a favorable opinion letter from the Internal Revenue Service
regarding the status of such plan as an approved prototype plan, (d)
neither the Company nor any of the Subsidiaries nor any ERISA Affiliate
has any liability, contingent or otherwise, under any benefit plan that
is subject to Title IV of ERISA or Section 412 of the Code or is
described in Section 413 of the Code or Section 3(37) or Section 3(40)
of ERISA, (e) neither any Company Benefit Plan nor the Company nor any
Subsidiary or ERISA Affiliate has any liability under Chapter 43 of the
Code or Section 409 or Section 502(i) of ERISA which has not been
satisfied in full or, to the Knowledge of the Company, has engaged in
any transaction that would reasonably be expected to result in any such
liability, (f) all contributions which are called for under the terms
of any Company Benefit Plan or ERISA or the Code or other applicable
Law have been made in full on or before the deadline for making such
contributions, (g) there is no Litigation against or otherwise
involving any of the Company Benefit Plans and no Litigation (excluding
claims for benefits incurred in the ordinary course of Company Benefit
Plan activities) has been brought against or with respect to any such
Company Benefit Plan and, to the Knowledge of the Company, no such
Litigation is pending or threatened and (h) except as required by Law,
neither the Company nor any of the Subsidiaries has any liability,
contingent or otherwise, under any Company Benefit Plan to provide life
insurance or medical or other employee welfare benefits to any current
or former employee or director or independent contractor upon his or
her retirement or termination of employment or service, and neither the
Company nor any of the Subsidiaries has ever agreed (whether in oral or
written form) to provide any such benefits any current or former
employee or director or independent contractor. ‘‘ERISA


13









Affiliate’’ means any entity
whose employees are treated as employees of the Company or a Subsidiary
under Sections 414(b), (c), (m) or (o) of the Code or Section
4001(a)(14) of ERISA.

Section 3.17.    Labor and Employment
Matters.

(a)    Neither the Company nor
any of the Subsidiaries is a party to, or bound by, any collective
bargaining agreement or other contracts, arrangements, agreements or
understandings with a labor union or labor organization that was
certified by the National Labor Relations Board
(‘‘NLRB’’) or any other Governmental
Entity. There is no existing, pending or, to the Knowledge of the
Company, threatened (i) unfair labor practice charge or complaint,
labor dispute, labor arbitration proceeding or any other matter before
the NLRB or any other comparable state agency against or involving the
Company or any of the Subsidiaries, (ii) activity or proceeding by a
labor union or representative thereof to organize any employees of the
Company or any of the Subsidiaries, (iii) certification or
decertification question relating to collective bargaining units at the
premises of the Company or any of the Subsidiaries or (iv) lockout,
strike, organized slowdown, work stoppage or work interruption with
respect to such employees.

(b)    Since
January 1, 2003, neither the Company nor any of the Subsidiaries has
experienced any labor strike, work slowdown or stoppage or other
material labor dispute and there is no such strike, slowdown, stoppage,
or dispute actually pending or, to the Knowledge of the Company,
threatened against or affecting the Company or any of the
Subsidiaries.

(c)    There are no
investigations, administrative proceedings, charges or formal
complaints of discrimination (including discrimination based upon sex,
age, marital status, race, national origin, sexual preference,
disability, handicap, veteran status, or other protected category)
pending or, to the Knowledge of the Company, threatened before the
Equal Employment Opportunity Commission or any federal, state or local
agency or court against or involving the Company or any of the
Subsidiaries that involve allegations of disparate impact, pattern or
practice or class-wide discrimination.

Section
3.18.    Environmental
Compliance.

(a)    Except as otherwise
does not have, and would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect, (i) the
Company possesses, and is in compliance in all material respects with,
all permits, licenses and government authorizations and has filed all
notices that are required under local, state and federal Laws relating
to protection of the environment or human health, pollution control,
product registration and hazardous materials
(‘‘Environmental Laws’’) applicable to the
Company, and (ii) the Company is in compliance with all applicable
limitations, restrictions, conditions, standards, prohibitions,
requirements, obligations, schedules and timetables contained in those
Laws or contained in any Law or demand letter issued, entered,
promulgated or approved
thereunder.

(b)    There are no pending or,
to the Knowledge of the Company, threatened legal, administrative,
arbitral or other proceedings, claims, actions, causes of action,
private environmental investigations or remediation activities, or
governmental investigations, requests for information or notices of
violation of any nature seeking to impose, or that are reasonably
likely to result in the imposition, on the Company or any of the
Subsidiaries, of any liability or obligation arising under common law
or under any Environmental Law (including the federal Comprehensive
Environmental Response, Compensation and Liability Act), which
liability or obligation, individually or in the aggregate, has or would
reasonably be expected to have a Material Adverse Effect. To the
Knowledge of the Company, there is no reasonable basis for any such
proceeding, claim, action, investigation or remediation that would
impose any liability or obligation that, individually or in the
aggregate, has or would reasonably be expected to have a Material
Adverse Effect. Neither the Company nor any of the Subsidiaries is
subject to any agreement, order, judgment, decree, directive or lien by
or with any Governmental Entity or third party with respect to any
environmental liability or obligation that, individually or in the
aggregate, has or would reasonably be expected to have a Material
Adverse Effect.

Section 3.19.    Intellectual
Property.     Except as does not have and would not reasonably
be expected to have, individually or in the aggregate, a Material
Adverse Effect:

14








(a)    (i) the
Company has good and exclusive title to each item of the Intellectual
Property Rights; (ii) the Intellectual Property Rights are free and
clear of any liens, claims or encumbrances, are not subject to any
license (royalty bearing or royalty free) and are not subject to any
other arrangement requiring any payment to any person or the obligation
to grant such rights to any person in exchange for payment or other
consideration; (iii) to the Knowledge of the Company, the
Company’s rights in the Licensed Rights and all other material
rights in the Licensed Rights are free and clear of any liens, claims,
encumbrances, royalties or other obligations; and (iv) the Intellectual
Property Rights and the Licensed Rights are all those material
intellectual property rights necessary to the conduct of the business
of each of the Company and the Subsidiaries as presently conducted. The
validity of the Intellectual Property Rights and title thereto, (A)
have not been questioned in any prior Litigation; (B) are not being
questioned in any pending Litigation; and (C) to the Knowledge of the
Company, are not the subject of any threatened or proposed
Litigation.

(b)    To the Knowledge of the
Company, the business of each of the Company and the Subsidiaries, as
presently conducted, does not conflict with or infringe on and has not
been alleged to conflict with or infringe on any patents, trademarks,
trade names, service marks, copyrights, trade secrets or other
intellectual property rights of others or to constitute unfair
competition or trade practices under the laws of any jurisdiction in
which the Company and the Subsidiaries
operate.

(c)    The consummation of the
transactions contemplated hereby will not result in the loss or
impairment of any of the Intellectual Property Rights or the
Company’s or the Subsidiaries’ right to use any of the
Licensed Rights. To the Knowledge of the Company, there are no third
parties using any of the Intellectual Property Rights material to the
business of the Company or the Subsidiaries as presently
conducted.

(d)    Each of the Company and the
Subsidiaries exclusively owns, or possesses valid rights to, all
computer software programs that are material to the conduct of the
business of the Company and the Subsidiaries. To the Company’s
Knowledge, there are no infringement or misappropriation suits, actions
or proceedings pending or threatened against the Company or any
Subsidiary with respect to any software owned or licensed by the
Company or any Subsidiary. The use by each of the Company and the
Subsidiaries of computer software licensed by others to the Company or
the Subsidiaries does not breach any terms of any license or other
contract between the Company or the Subsidiaries and any third party.
The Company and the Subsidiaries are in compliance with the terms and
conditions of all license agreements in favor of the Company and the
Subsidiaries relating to computer software programs licensed by others
for use by the Company or the
Subsidiaries.

(e)    For purposes of this
Section 3.19, (i) ‘‘Intellectual Property
Rights’’ means all United States and foreign patents and
patent applications, all United States and foreign trademark, service
mark and copyright registrations and applications therefor, all
internet uniform resource locator and domain name registrations and
applications therefor, and all material trademarks, trade names,
service marks, domain names and copyrights owned by the Company and the
Subsidiaries, and (ii) ‘‘Licensed Rights’’
means all United States and foreign patents, trademarks, trade names,
service marks and copyrights licensed to the Company or any of the
Subsidiaries.

Section 3.20.    Undisclosed
Liabilities.     Except for those liabilities that are reflected
or reserved against on the Company’s consolidated balance sheet
or disclosed in the notes to the Unaudited Company’s Financial
Statements, in each case included in the Company 10-Q, and for
liabilities incurred in the ordinary course of business consistent with
past practice since September 30, 2005 or liabilities incurred in
connection with this Agreement and the transactions contemplated
hereby, neither the Company nor any of the Subsidiaries has any
liability or obligation of any nature whatsoever (whether absolute,
accrued, contingent or otherwise and whether due or to become due and
including any off-balance sheet loans, financings, indebtedness,
make-whole or similar liabilities or obligations) that, individually or
in the aggregate, has had or would reasonably be expected to have a
Material Adverse Effect.

Section
3.21.    Brokers.     Except pursuant to the engagement
letters between each of the Independent Advisors and the Company, no
broker, finder or investment banker is entitled to any brokerage,
finder’s or other fee or commission in connection with this
Agreement, the Merger or the other 

15









transactions contemplated by this Agreement
based upon arrangements made by or on behalf of the Company. Section
3.21 of the Company Disclosure Letter includes a complete and correct
copy of all agreements between the Company and each Independent Advisor
pursuant to which each such firm would be entitled to any payment
relating to this Agreement, the Merger or the other transactions
contemplated by this Agreement.

Section 3.22.    Related
Party Transactions.     To the Knowledge of the Company, no
officer or director of the Company or any of the Subsidiaries owns or
holds, directly or indirectly, any interest in (excepting holdings
solely for passive investment purposes of securities of publicly held
and traded entities constituting less than 5% of the equity of
any such entity), or is an officer, director, employee or consultant of
any person that is, a competitor, lessor, lessee or supplier of the
Company or which conducts a business similar to any business conducted
by the Company. No officer or director of the Company or any of the
Subsidiaries (a) owns or holds, directly or indirectly, in whole or in
part, any intellectual property used by the Company or any of the
Subsidiaries, (b) to the Knowledge of the Company, has any claim,
charge, action or cause of action against the Company or any of the
Subsidiaries, except for claims for reasonable unreimbursed travel or
entertainment expenses, accrued vacation pay or accrued benefits under
any employee benefit plan existing on the date hereof, (c) to the
Knowledge of the Company, has made, on behalf of the Company or any of
the Subsidiaries, any payment or commitment to pay any commission, fee
or other amount to, or to purchase or obtain or otherwise contract to
purchase or obtain any goods or services from, any other person of
which any officer or director of the Company or any of the Subsidiaries
is a partner or shareholder (except holdings solely for passive
investment purposes of securities of publicly held and traded entities
constituting less than 5% of the equity of any such entity), (d)
owes any money to the Company or any of the Subsidiaries or (e) to the
Knowledge of the Company, has any material interest in any property,
real or personal, tangible or intangible, used in or pertaining to the
business of the Company or any of the Subsidiaries.

Section
3.23.    Anti-Takeover
Provisions.

(a)    No
‘‘moratorium,’’ ‘‘control
share,’’ ‘‘fair price,’’
‘‘business combination’’ or other
antitakeover Laws are applicable to the Merger or any of the other
transactions contemplated by this Agreement or the Stockholders
Agreement. Except for Company Rights and related plan, the Company is
not a party to any stockholder rights agreement or otherwise subject to
a stockholder rights plan or similar
arrangement.

(b)    The Company has or will
have as of the date hereof amended the Rights Agreement to provide that
(i) neither Parent nor Buyer shall be deemed an Acquiring Person and
(ii) the Company Rights will not separate from the Shares, in each case
as a result of entering into this Agreement or the Stockholders
Agreement or consummating the Merger and the other transactions
contemplated hereby and thereby. The Company has taken all necessary
action with respect to all of the outstanding Company Rights so that,
as of the Effective Time, (A) neither the Company, Parent nor Buyer
will have any obligations under the Company Rights or the Rights
Agreement, and (B) the holders of the Company Rights will have no
rights with respect to the Company Rights or under the Rights
Agreement.

Section 3.24.    Company
Indentures.

(a)    Neither the Company
nor any of the Subsidiaries has made any ‘‘Restricted
Payments’’ pursuant to, nor has any of them otherwise
utilized any of the capacity provided for under, clause (b) of Section
4.03 of the Indentures. ‘‘Indentures’’
means (i) the Indenture, dated as of November 10, 2003, related to the
11% Senior Notes due 2010 issued by Alamosa (Delaware), Inc.,
(ii) the Indenture, dated as of November 10, 2003, related to the
12% Senior Discount Notes due 2009 issued by Alamosa (Delaware),
Inc., (iii) the Indenture, dated as of January 20, 2004, related to the
8 1/2% Senior Notes due 2012 issued by Alamosa (Delaware), Inc.,
(iv) the Indenture, dated as of January 31, 2001, related to the 12
1/2% Senior Notes due 2011 issued by Alamosa (Delaware) Inc.,
(v) the Indenture, dated as of August 15, 2011, related to the 13
5/8% Senior Notes due 2011 issued by Alamosa (Delaware) Inc.,
(vi) the Indenture, dated as of February 20, 2004, related to the 9
7/8% Senior Subordinated Secured Notes due 2009 issued by
AirGate PCS, Inc., AGW Leasing Company, Inc., AirGate Network Services,
LLC and AirGate Service Company, Inc. (collectively, the
‘‘AirGate 

16









Entities’’) and (vii) the
Indenture, dated as of October 25, 2004, related to the First Priority
Senior Secured Floating Rate Notes due 2011 issued by the AirGate
Entities.

(b)    No ‘‘Event of
Default’’ (as defined in each of the Indentures) has
occurred and is continuing under either of the Indentures, and neither
the Company nor any of the Subsidiaries has previously received a
waiver of any Event of Default under either of the
Indentures.

Section 3.25.    Disclaimer.    
Notwithstanding anything in this Agreement to the contrary, the Company
does not make (and shall not be deemed to make) any representation or
warranty regarding any contract, agreement, arrangement, development,
fact or circumstance involving or relating to Parent or any of its
affiliates, other than this Agreement and the Merger.

ARTICLE
IV

REPRESENTATIONS AND WARRANTIES OF PARENT AND
BUYER

Each of Parent and Buyer jointly and severally
represents and warrants to the Company as follows:

Section
4.1.    Organization and Standing.     Such person (a) is
a corporation duly organized, validly existing and in good standing
under the Laws of its jurisdiction of incorporation and (b) is duly
qualified or licensed to do business as a foreign corporation and is in
good standing in each jurisdiction where the character of the
properties owned, leased or operated by it or the nature of its
business makes such qualification or licensing necessary, except where
the failure to be so qualified or licensed has not had, and would not
reasonably be expected to have, individually or in the aggregate, a
material adverse effect on the ability of Parent or Buyer to perform
its respective obligations under this Agreement and to consummate the
Merger and the other transactions contemplated by this
Agreement.

Section 4.2.    Authority for Agreement;
Enforceability.     Such person has all necessary corporate
power and authority to execute and deliver this Agreement, to perform
its obligations hereunder and to consummate the Merger and the other
transactions contemplated by this Agreement. The execution, delivery
and performance by such person of this Agreement, and the consummation
by each such person of the Merger and the other transactions
contemplated by this Agreement, have been duly authorized by all
necessary corporate action and no other corporate proceedings on the
part of such person are necessary to authorize this Agreement or to
consummate the Merger or the other transactions contemplated by this
Agreement (other than, with respect to the Merger, the filing and
recordation of the certificate of merger as required by the DGCL). This
Agreement has been duly executed and delivered by such person and,
assuming due authorization, execution and delivery by the Company,
constitutes a legal, valid and binding obligation of each such person
enforceable against such person in accordance with its
terms.

Section 4.3.    No Conflict.     The
execution and delivery of this Agreement by such person do not, and the
performance of this Agreement by such person and the consummation of
the Merger and the other transactions contemplated by this Agreement
and the Stockholders Agreement will not, (a) conflict with or violate
the articles or certificate of incorporation or bylaws of such person,
(b) conflict with or violate any Law applicable to such person, or (c)
result in a breach of or constitute a default (or an event which with
notice or lapse of time or both would become a default) under, give to
others any right of termination, amendment, acceleration or
cancellation of, or result in triggering any payment or other
obligations, or result in the creation of a lien or other encumbrance
on any property or asset of such person pursuant to, any note, bond,
mortgage, indenture, contract, agreement, lease, license, permit,
franchise or other instrument or obligation to which such person is a
party or by which such person or any property or asset of either of
them is bound or affected, except in the case of clauses (b) and (c)
for any such conflicts, violations, breaches, defaults or other
occurrences that have not, and would not reasonably be expected to,
individually or in the aggregate, prevent or materially delay the
performance by such person of any of its respective obligations under
this Agreement or the consummation of the Merger or the other
transactions contemplated by this Agreement.

Section
4.4.    Required Filings and Consents.     The execution
and delivery of this Agreement by such person do not, and the
performance of this Agreement by such person will not, require any
consent, 

17









approval, authorization or permit of, or
filing with or notification to, any Governmental Entity, except (a) for
applicable requirements, if any, of Blue Sky Laws and filing and
recordation of the certificate of merger as required by the DGCL, (b)
for those required by the HSR Act, (c) for the FCC Filings, (d) for
such filings and approvals as are required to be made or obtained with
or from any state public service or public utility commission or
similar state regulatory bodies in connection with the consummation of
the Merger and the other transactions contemplated by this Agreement
and (e) where failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or notifications,
would not, and would not reasonably be expected to, individually or in
the aggregate, prevent or materially delay the performance by such
person of any of its respective obligations under this Agreement or the
consummation of the Merger or the other transactions contemplated by
this Agreement.

Section 4.5.    Information
Supplied.     None of the information supplied or to be supplied
by such person for inclusion or incorporation by reference in the Proxy
Statement will, at the date the Proxy Statement is filed with the SEC,
first published, sent or delivered to Company Stockholders or, unless
promptly corrected, at any time during the pendency of the
Stockholders’ Meeting, as the case may be, contain any untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the
statements made therein, in light of the circumstances under which they
were made, not misleading. Notwithstanding the foregoing, no
representation or warranty is made by such person with respect to
statements made or incorporated by reference therein based on
information supplied by the Company for inclusion or incorporation by
reference in the Proxy Statement.

Section
4.6.    Brokers.     No broker, finder or investment
banker (other than Citigroup Global Markets Inc.) is entitled to any
brokerage, finder’s or other fee or commission payable by such
person in connection with this Agreement, the Merger or the other
transactions contemplated by this Agreement based upon arrangements
made by or on behalf of such person.

Section 4.7.    No
Prior Activities.     Except for obligations or liabilities
incurred in connection with its incorporation or organization or the
negotiation and consummation of this Agreement, the Merger and the
transactions contemplated hereby, Buyer has not incurred any
obligations or liabilities, and has not engaged in any business or
activities of any type or kind whatsoever or entered into any
agreements or arrangements with any person or entity.

Section
4.8.    Available Funds.     At the Effective Time, Parent
and Buyer will have available all of the funds necessary for the
acquisition of all shares of Company Capital Stock pursuant to the
Merger and to perform their respective obligations under this
Agreement.

Section 4.9.    Ownership of Company Capital
Stock; Affiliates and
Associates.

(a)    Neither Parent, Buyer
nor any of their respective affiliates or associates (as such terms are
defined under the Exchange Act) (i) beneficially owns, directly or
indirectly, or (ii) is a party to any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting or
disposing of, any shares of capital stock of the Company, except in
each case for (A) shares held solely for passive investment purposes
and (B) any Company Warrants, provided that the aggregate of the shares
of capital stock held by Parent, Buyer and their respective affiliates
and associates constitute less than 5% of the outstanding shares
of Company Capital Stock; and

(b)    Neither
Parent, Buyer or any of their respective subsidiaries is an
‘‘interested stockholder’’ of the Company
or an ‘‘associate’’ or
‘‘affiliate’’ of any
‘‘interested stockholder’’ of the Company
(as such terms are defined in Section 203 of the DGCL).

Section
4.10.    Disclaimer.     Notwithstanding anything
in this Agreement to the contrary, neither Parent nor Buyer makes (and
shall not be deemed to make) any representation or warranty regarding
any contract, agreement, arrangement, development, fact or circumstance
involving or relating to the Company or any of its affiliates, other
than this Agreement and the Merger and the ownership of capital stock
of the Company.

18








ARTICLE
V

COVENANTS

Section 5.1.    Conduct of the
Business Pending the Merger.

(a)    The
Company covenants and agrees that between the date of this Agreement
and the Effective Time, except as otherwise provided in Section 5.1(a)
of the Company Disclosure Letter or unless Parent shall otherwise
consent in writing (such consent not to be unreasonably withheld), (i)
the business of the Company and the Subsidiaries shall be conducted
only in the ordinary course of business and in a manner consistent with
prior practice, (ii) the Company and the Subsidiaries shall use all
commercially reasonable efforts to preserve substantially intact their
business organizations, to keep available the services of their current
officers and employees and to preserve the current relationships of the
Company and the Subsidiaries with customers, suppliers and other
persons with which the Company or the Subsidiaries have significant
business relations such that their ongoing businesses shall not be
impaired in any material respect at the Effective Time, and (iii) the
Company will comply in all material respects with all applicable Laws
wherever its business is conducted, including the filing of all
reports, forms or other documents with the FCC and with the SEC
required pursuant to the Securities Act or the Exchange
Act.

(b)    The Company covenants and agrees
that between the date of this Agreement and the Effective Time, the
Company shall not, nor shall the Company permit any of the Subsidiaries
to, (i) declare or pay any dividends on or make other distributions
(whether in cash, stock or property) in respect of any of its capital
stock, except for dividends by a wholly owned Subsidiary of the Company
to the Company or another wholly owned Subsidiary of the Company; (ii)
split, combine or reclassify any of its capital stock or issue or
authorize or propose the issuance of any other securities in respect
of, in lieu of or in substitution for shares of its capital stock;
(iii) repurchase or otherwise acquire any shares of its capital stock;
or (iv) except as set forth in Section 5.1(b) of the Company Disclosure
Letter, issue, deliver or sell, or authorize or propose the issuance,
delivery or sale of, any shares of its capital stock or any securities
convertible into any such shares of its capital stock, or any rights,
warrants or options to acquire any such shares or convertible
securities or any stock appreciation rights, phantom stock plans or
stock equivalents, other than the issuance of shares of Company Common
Stock (A) upon the exercise of Company Warrants or Company Options
outstanding as of the date of this Agreement, (B) upon the conversion
of any Series B Preferred Stock or (C) under the ESPP as described in
Section 1.7.

(c)    Except as set forth in
Section 5.1(c) of the Company Disclosure Letter, the Company covenants
and agrees that between the date of this Agreement and the Effective
Time without the prior written consent of Parent (which consent shall
not be unreasonably withheld), the Company shall not, nor shall the
Company permit any of the Subsidiaries to, (i) amend its certificate of
incorporation or bylaws (or other equivalent organizational documents);
(ii) incur any indebtedness for borrowed money or guaranty any such
indebtedness of another person, other than (A) borrowings under
existing lines of credit (or under any refinancing of such existing
lines) or (B) indebtedness owing to, or guaranties of indebtedness
owing to, the Company; (iii) make any loans or advances to any other
person other than loans or advances between any Subsidiary or between
the Company and any Subsidiary (other than loans or advances less than
$100,000 made in the ordinary course of business consistent with past
practice); (iv) except as permitted in Section 5.5(b), merge or
consolidate with any other entity in any transaction, or acquire (other
than capital expenditures permitted by Section 5.1(d)) or sell any
business or assets in a single transaction or series of transactions in
which the aggregate consideration is $200,000 or greater or enter into
any partnership, joint venture or similar arrangement; (v) change any
material accounting policies or methods of accounting in effect at
September 30, 2005, except as required by the SEC or as required by
GAAP as concurred with by the Company’s independent auditors;
(vi) make any change in employment terms for any of its directors or
officers; (vii) alter, amend or create any obligations with respect to
compensation, severance, benefits, change of control payments or any
other payments to employees, directors or affiliates of the Company or
the Subsidiaries, other than with respect to alterations, amendments or
creations made with respect to non-officers and non-directors in the
ordinary course 

19









of business consistent with past practice or
required by applicable Law or as expressly contemplated by this
Agreement or consented to in writing by Parent; (viii) other than as
required by applicable Law, make any change to the Company Benefit
Plans; (ix) acquire, or participate in any auction or other process
related to the acquisition of, personal communications service licenses
or wireless spectrum; (x) settle any material claim, action or
proceeding, except to the extent subject to and not in excess of
reserves that relate to the matter being settled existing as of
September 30, 2005; (xi) other than the renewal in the ordinary course
of business, amend in any material respect, waive any of its material
rights under, or enter into any agreements, arrangements or commitments
that would be required to be disclosed in Section 3.14 or Section 3.22
of the Company Disclosure Letter; (xii) except as required by Law, make
or change any election with respect to Taxes or change any accounting
method, file any claim for refund or any amended Tax Return, settle any
Tax dispute or waive or extend the statute of limitations relating to
any Taxes of the Company or any Subsidiary; or (xiii) apply for or
otherwise seek to obtain any License issued or granted by the FCC; or
(xiv) commit or agree to take any of the actions described in this
Section 5.1.


(d)    Section 5.1(d) of
the Company Disclosure Letter sets forth the projected capital
expenditures for the Company and the Subsidiaries on a consolidated
basis from the date of this Agreement through December 31, 2006. The
Company agrees that it shall not incur capital expenditures, in the
aggregate, in excess of such projected capital
expenditures.

Section 5.2.    Access to Information;
Confidentiality.

(a)    From the date
hereof to the Effective Time, the Company shall, and shall cause the
officers, directors, employees, auditors, attorneys, financial
advisors, lenders and other agents (collectively, the
‘‘Representatives’’) of the Company to,
afford the Representatives of Parent and Buyer reasonable access at all
reasonable times to the officers, employees, agents, properties,
offices and other facilities, books and records of the Company and the
Subsidiaries, and shall furnish Parent and Buyer with all financial,
operating and other data and information as Parent or Buyer, through
its Representatives, may reasonably request, except in each case with
respect to any document or other information with respect to any
potential or current litigation between the Company and the
Subsidiaries, on the one hand, and Parent or any of its affiliates, on
the other hand, that is subject to an attorney-client or other
privilege or constitutes attorney work product (collectively with all
analyses, compilations, studies or other documents or records prepared
by Parent, Buyer or any of their Representatives that contain or are
otherwise reflect or are generated from such information, the
‘‘Confidential Information’’); provided,
however, that ‘‘Confidential Information’’
does not include any information provided by the Company or any of its
subsidiaries to Parent or any of its subsidiaries pursuant to any
Sprint PCS Management Agreement or related agreement in effect between
the Company or any of its subsidiaries, on the one hand, or Parent or
any of its subsidiaries, on the other hand (each a
‘‘Sprint PCS Management Agreement’’, and
collectively, the ‘‘Sprint PCS Management
Agreements’’), which information shall be treated in
accordance with the terms of the applicable Sprint PCS Management
Agreement (the ‘‘Management Agreement
Information’’). In addition, from the date hereof to the
Effective Time, the Company shall, and shall cause its Representatives
to, cooperate and consult with Parent regarding transition planning and
post-closing integration issues as reasonably requested by Parent. To
facilitate such cooperation and consultation, the Company shall make
available to such Representatives of Parent office space and
secretarial or other administrative services as reasonably requested by
Parent. The use of any information, including Confidential Information
or Management Agreement Information, for the purpose of evaluating the
Merger or the other transactions contemplated by this Agreement that
Parent or Buyer or any of their affiliates may possess regarding the
Company or any of its affiliates, including information provided under
any agreement to which Parent, Buyer or any of its affiliates, on the
one hand, and the Company or any of its affiliates, on the other hand,
are a party, shall not be deemed a breach of any non-competition,
non-disclosure or non-use agreement or other restrictive agreement
between the Company and Parent with respect
thereto.

(b)    All Confidential Information
furnished by Company or its Representatives to Parent, Buyer or their
respective Representatives, as the case may be, shall be treated as the
sole property of the Company and, if the Merger shall not occur,
Parent, Buyer and their respective representatives 

20









shall return to the Company all documents
furnished by the Company or its Representatives without retaining
copies thereof and shall destroy all other information and all
documents, notes, summaries or other materials containing, reflecting
or referring to, or derived from, such Confidential Information (except
that Management Agreement Information shall not be required to be so
destroyed pursuant to this Section 5.2(b)) and upon the
Company’s request, an officer of Parent shall certify the same
to the Company. Each of Parent and Buyer shall, and shall use all
commercially reasonable efforts to cause their Representatives to, keep
confidential all Confidential Information, and shall not directly or
indirectly use any Confidential Information for any competitive or
other commercial purpose. The obligation to keep Confidential
Information confidential shall continue for two years from the date the
proposed Merger is abandoned and shall not apply to (i) any
Confidential Information which (x) was already in Parent's
possession prior to the disclosure thereof by the Company or its
Representatives and that is not otherwise subject to obligations of
confidentiality (for purposes of clarity, Confidential Information that
is also Management Agreement Information will remain subject to the
confidentiality terms of the applicable Sprint PCS Management
Agreement); (y) was then generally known to the public other than as a
result of a disclosure by Parent, Buyer or any of their Representatives
in violation of this Agreement or other obligations of confidentiality
(including those under any Sprint PCS Management Agreement); or (z) was
disclosed to Parent, Buyer or their respective Representatives by a
third party not bound by an obligation of confidentiality or (ii)
disclosures made as required by Law. If in the absence of a protective
order or the receipt of a waiver hereunder Parent or Buyer is
nonetheless, in the opinion of its independent outside legal counsel,
compelled to disclose Confidential Information to any tribunal or
governmental body or agency or else stand liable for contempt or suffer
other censure or penalty, Parent or Buyer, as the case may be, may
disclose such Confidential Information, after written notice to the
Company, to such tribunal or governmental body or agency. Parent and
Buyer shall use commercially reasonable efforts to obtain reliable
assurance that confidential treatment will be accorded to the
Confidential Information so disclosed and will furnish only that
portion of Confidential Information that Parent or Buyer is advised by
its independent outside legal counsel is required. It is further agreed
that Parent and Buyer shall not be liable for the disclosure of
Confidential Information hereunder to a tribunal or governmental body
or agency compelling such disclosure unless such disclosure was not in
accordance with this Agreement or was caused by or resulted from a
previous disclosure by Parent, Buyer or any of their Representatives
not permitted hereunder.

(c)    No
investigation pursuant to this Section 5.2 shall affect any
representation or warranty in this Agreement of any party or any
condition to the obligations of the parties.

Section
5.3.    Notification of Certain Matters.     The Company
shall give prompt notice to Parent of any change or event (i) that has
or would reasonably be expected to have a Material Adverse Effect or
(ii) that it believes results or would reasonably be expected to result
in a failure of the condition set forth in Section 6.2(a). Parent shall
give prompt notice to the Company of any change or event (i) that has
or would reasonably be expected to have a material adverse effect on
the ability of Parent or Buyer to perform its respective obligations
under this Agreement or to consummate the Merger and the other
transactions contemplated by this Agreement or (ii) that it believes
results or would reasonably be expected to result in a failure of the
conditions set forth in Section 6.3. The delivery of any notice
pursuant to this Section 5.3, however, shall not limit or
otherwise affect the remedies available hereunder to the party
receiving such notice. If any event or matter arises after the date of
this Agreement that, if existing or occurring at the date of this
Agreement, would have been required to be set forth or described in the
Company Disclosure Letter or that is necessary to correct any
information in the Company Disclosure Letter that has been rendered
inaccurate thereby, then the Company shall promptly supplement, or
amend the Company Disclosure Letter that it has delivered pursuant to
this Agreement and deliver such supplement or amendment to Parent;
provided that such supplement or amendment shall be for
informational purposes only and shall not enlarge, reduce or otherwise
modify the rights of the parties hereunder (including the right of any
party to assert the failure of a condition to Closing set forth in
Article VI without regard to any such supplement or
amendment).

21








Section 5.4.    Further
Assurances.

(a)    Upon the terms and
subject to the conditions hereof, each of the parties shall use all
commercially reasonable efforts to take, or cause to be taken, all
appropriate action, and to do, or cause to be done, all things
necessary, proper or advisable under Law, subject to Section 5.5,
to consummate and make effective the Merger and the other
transactions contemplated by this Agreement, including using all
commercially reasonable efforts to obtain all licenses, permits,
consents, approvals, authorizations, qualifications and orders of each
Governmental Entity and parties to contracts with the Company and the
Subsidiaries as are necessary for the consummation of the Merger and
the other transactions contemplated by this Agreement and to fulfill
the conditions set forth in Article VI. If at any time after the
Effective Time any further action is necessary or desirable to carry
out the purposes of this Agreement, the proper officers of each party
to this Agreement and the Surviving Corporation, subject to Section
5.5, shall use all commercially reasonable efforts to take all
such action.

(b)    In connection with, and
without limiting the foregoing, the Company shall (i) take all
commercially reasonable actions necessary to ensure that no state
antitakeover statute or similar statute or regulation is or becomes
operative with respect to this Agreement, the Merger or any other
transactions contemplated by this Agreement and (ii) if any state
antitakeover statute or similar statute or regulation is or becomes
operative with respect to this Agreement, the Merger or any other
transaction contemplated by this Agreement, take all commercially
reasonable actions necessary to ensure that this Agreement, the Merger
and any other transactions contemplated by this Agreement may be
consummated as promptly as practicable on the terms contemplated by
this Agreement and otherwise to minimize the effect of such statute or
regulation on the Merger and the other transactions contemplated by
this Agreement.

Section 5.5.    Board
Recommendations.

(a)    In connection
with the Merger and the Stockholders’ Meeting, the Board of
Directors of the Company shall (i) subject to Section 5.5(b),
recommend to the Company Stockholders to vote in favor of the
approval of the Merger Agreement and the Merger and use all
commercially reasonable efforts to obtain the necessary approvals by
the Company Stockholders of this Agreement, the Merger and the other
transactions contemplated by this Agreement and (ii) otherwise comply
with the legal requirements applicable to such
meeting.

(b)    Neither the Board of
Directors of the Company nor any committee thereof shall, except as
expressly permitted by this Section 5.5(b), (i) withdraw,
qualify or modify, or propose publicly to withdraw, qualify or modify
the approval or recommendation of such Board of Directors or such
committee of the Merger or this Agreement, (ii) approve or recommend,
or propose publicly to approve or recommend, any Alternative
Transaction (any action described in clause (i) above or in this clause
(ii) being referred to as an ‘‘Adverse Recommendation
Change’’), or (iii) cause the Company to enter into any
letter of intent, agreement in principle, acquisition agreement or
other similar agreement (other than a confidentiality agreement in
compliance with the provisions of Section 5.9(b) (each, an
‘‘Acquisition Agreement’’) related to any
transaction involving an Acquisition Proposal from a third party (an
‘‘Alternative Transaction’’).
Notwithstanding the foregoing, if prior to the adoption of this
Agreement by the Company Stockholders, the Board of Directors of the
Company determines in good faith, after it has received a Superior
Proposal in compliance with this Section 5.5(b) and after receipt of
advice from outside counsel, that it is required to do so to comply
with fiduciary duties to the Company Stockholders under applicable
Delaware Law, the Board of Directors of the Company may (subject to
this and the following sentences) make an Adverse Recommendation
Change, but only at a time that is after the fourth business day
following Parent’s receipt of written notice advising Parent
that the Board of Directors of the Company has received a Superior
Proposal or an Acquisition Proposal that is reasonably likely to be a
Superior Proposal. Such written notice shall specify the material terms
and conditions of such Superior Proposal or Acquisition Proposal (and
include a copy thereof with all accompanying documentation, if in
writing), identify the person making such Superior Proposal and state
that the Board of Directors of the Company is considering making an
Adverse Recommendation Change. 

22









During such four business day period, the
Company shall provide an opportunity for Parent to propose such
adjustments to the terms and conditions of this Agreement as would
enable the Company to proceed with its recommendation to the Company
Stockholders without an Adverse Recommendation Change; provided,
however, that any such proposed adjustment shall be at the
discretion of Parent at the time. For purposes of this Agreement, a
‘‘Superior Proposal’’ means any proposal
(on its most recently amended or modified terms, if amended or
modified) made by a third party to enter into an Alternative
Transaction that the Board of Directors of the Company determines in
its good faith judgment (based on the advice of an independent
financial advisor) to be more favorable to the Company Stockholders
than the Merger, taking into account all relevant factors (including
whether, in the good faith judgment of the Board of Directors of the
Company, after obtaining the advice of such independent financial
advisor, the third party is reasonably able to finance the transaction,
and any proposed changes to this Agreement that may be proposed by
Parent in response to such Alternative Transaction). Notwithstanding
any such Adverse Recommendation Change, the Company shall submit this
Agreement to the Company Stockholders, with such disclosures as shall
be required by Law, and provided that in the event of an Adverse
Recommendation Change permitted under this Section 5.5(b), the Company
may submit this Agreement to the Company Stockholders without a
recommendation or with a negative recommendation, in which event the
Board of Directors of the Company may communicate the basis for its
lack of recommendation or negative recommendation to the Company
Stockholders in the Proxy Statement or an appropriate amendment or
supplement thereto. Nothing contained in this Agreement shall prohibit
the Company or the Board of Directors of the Company from taking and
disclosing to the Company Stockholders pursuant to Rule 14e-2
promulgated under the Exchange Act a position with respect to a tender
or exchange offer by a third party or from making any similar
disclosure, in either case to the extent required by applicable Law;
provided, that the Company may not, except as provided by this
Section 5.5(b), withdraw, qualify or modify, in a manner adverse to
Parent, the approval or recommendation of such Board of Directors of
the Merger or this Agreement

Section 5.6.    Stockholder
Litigation.     The Company or Parent shall give the other party
the opportunity to participate in the defense or settlement of any
stockholder Litigation against the Company and its directors or Parent
and its directors, as the case may be, relating to the transactions
contemplated by this Agreement or the Merger; provided, however,
that no such settlement shall be agreed to without Parent’s
consent, which consent will not be unreasonably withheld.

Section
5.7.    Indemnification.

(a)    It
is understood and agreed that all rights to indemnification by the
Company now existing in favor of each present and former director,
officer, employee and agent of the Company or the Subsidiaries (the
‘‘Indemnified Parties’’) as provided in the
Company Certificate of Incorporation or the Company Bylaws, in each
case as in effect on the date of this Agreement, or pursuant to any
other agreements in effect on the date hereof, copies of which have
been made available to Parent, shall survive the Merger, and Parent
shall, subject to Section 5.7(c), (i) cause the Surviving Corporation
to continue in full force and effect for a period of at least six years
from the Effective Time and (ii) perform, or cause the Surviving
Corporation to perform, in a timely manner, the Surviving
Corporation’s obligation with respect thereto (without regard to
any discharge of such obligation in any bankruptcy or similar
proceeding). Parent and Buyer agree that any claims for indemnification
hereunder as to which they have received written notice prior to the
sixth anniversary of the Effective Time shall survive, whether or not
such claims shall have been finally adjudicated or
settled.

(b)    Parent shall cause the
Surviving Corporation to, and the Surviving Corporation shall, maintain
in effect for six years from the Effective Time, if available, the
Company’s current directors’ and officers’
liability insurance policies covering acts or omissions occurring at or
prior to the Effective Time with respect to those persons who are
currently (and any additional persons who prior to the Effective Time
become) Indemnified Parties (‘‘D&O
Insurance’’) (provided that the Surviving Corporation may
substitute therefor policies with reputable and financially sound
carriers of at least the same coverage containing terms and conditions
that are not materially less favorable to the Indemnified Parties);
provided, however, that in no event shall the Surviving
Corporation be required to expend pursuant to this Section 5.7(b) more
than an amount per year equal to 200% of current 

23









annual premiums paid by the Company for such
insurance. In the event that, but for the proviso to the immediately
preceding sentence, the Surviving Corporation would be required to
expend more than 200% of current annual premiums, the Surviving
Corporation shall obtain the maximum amount of such insurance
obtainable by payment of annual premiums equal to 200% of
current annual premiums. If the Surviving Corporation elects to reduce
the amount of insurance coverage pursuant to the preceding sentence, it
will furnish to the officers and directors currently covered by such
D&O Insurance reasonable notice of such reduction in coverage and
shall, to the extent additional coverage is available, afford such
persons the opportunity to pay such additional premiums as may be
necessary to maintain the existing level of D&O Insurance coverage.
In lieu of the foregoing, the Company may purchase, prior to the
Effective Time, a six-year ‘‘tail’’ prepaid
officers’ and directors’ liability insurance policy in
respect of acts or omissions occurring prior to the Effective Time
covering each such Indemnified Party; provided that the premium
and terms of such insurance are reasonably acceptable to Parent (it
being understood that a policy with a one-time premium not in excess of
250% of the current annual premium shall be deemed to be
reasonably acceptable to Parent).

(c)    If
the Surviving Corporation or any of its successors or assigns (i)
consolidates with or merges into any other person and shall not be the
continuing or surviving corporation or entity of such consolidation or
merger or (ii) transfers all or substantially all of its properties and
assets to any person, then, and in each such case, proper provision
shall be made so that the successors and assigns of the Surviving
Corporation shall assume the obligations set forth in this Section
5.7.

(d)    The provisions of this Section
5.7 are intended to be for the benefit of, and shall be enforceable by,
each Indemnified Party, his or her heirs and his or her
representatives.

Section 5.8.    Public
Announcements.     Parent and the Company shall consult with
each other before issuing any press release or otherwise making any
public statements with respect to this Agreement or the Merger and
shall not issue any such press release or make any such public
statement prior to such consultation, except as may be required by Law
or any listing agreement with a national securities exchange or trading
system to which Parent or the Company is a party. The parties agree
that the initial press release to be issued with respect to the
transactions contemplated by this Agreement will be substantially in
the form attached as Exhibit C.

Section
5.9.    Acquisition
Proposals.

(a)    The Company shall, on
the date hereof, terminate (and shall cause each Subsidiary to
terminate) all direct and indirect negotiations and discussions with
all other parties with respect to any Acquisition Proposal or any
potential Acquisition Proposal.

(b)    The
Company shall not, nor shall it authorize or permit any of the
Subsidiaries or Representatives to, directly or indirectly, (i)
solicit, initiate or knowingly encourage the submission of any
Acquisition Proposal or (ii) participate in or knowingly encourage any
discussion or negotiations regarding, or furnish to any person any
non-public information with respect to, or take any other action to
knowingly facilitate any inquiries or the making of, any proposal that
constitutes, or may reasonably be expected to lead to, any Acquisition
Proposal; provided, however, that the foregoing shall not
prohibit the Board of Directors of the Company from furnishing
information to, or entering into discussions or negotiations with, any
person or entity that makes an unsolicited Acquisition Proposal prior
to the adoption of this Agreement by the Company Stockholders if, and
only to the extent that, (A) the Board of Directors of the Company,
based upon the advice of independent outside legal counsel, determines
in good faith that such action is required for the Board of Directors
of the Company to comply with its fiduciary obligations to the Company
Stockholders under applicable Delaware Law, (B) prior to taking such
action, the Company receives from such person or entity an executed
agreement in reasonably customary form relating to the confidentiality
of information to be provided to such person or entity containing
provisions no less favorable to the Company than those set forth in
Section 5.2(b) (provided that such agreement need not contain any
‘‘standstill’’ or similar provision) and
(C) the Board of Directors of the Company concludes in good faith,
based upon advice from its independent financial advisor, that the
Acquisition Proposal is reasonably likely to lead to a Superior
Proposal. The Company shall provide prompt (and at least within 24
hours) oral and written notice to Parent of (1) the receipt of any such
Acquisition Proposal 

24









or any inquiry that could reasonably be
expected to lead to any Acquisition Proposal, (2) the material terms
and conditions of such Acquisition Proposal or inquiry, (3) the
identity of such person or entity making any such Acquisition Proposal
or inquiry and (4) the Company’s intention to furnish
information to, or enter into discussions or negotiations with, such
person or entity. The Company shall continue to keep Parent fully and
promptly informed of the status and material changes to the terms of
any such Acquisition Proposal or inquiry. For purposes of this
Agreement, ‘‘Acquisition Proposal’’ means
any proposal with respect to (i) a transaction pursuant to which any
person (or group of persons) other than Parent or its affiliates,
directly or indirectly, acquires or would acquire more than 20%
of the outstanding shares of common stock of the Company or of the
outstanding voting power of the Company, whether from the Company or
pursuant to a tender offer or exchange offer or otherwise, (ii) a
merger, share exchange, consolidation, business combination,
recapitalization or any other transaction involving the Company (other
than the Merger) or any of the Subsidiaries pursuant to which any
person or group of persons (other than Parent or its affiliates) party
thereto, or its stockholders, owns or would own more than 20% of
the outstanding shares of common stock or the outstanding voting power
of the Company or, if applicable, the parent entity resulting from any
such transaction immediately upon consummation thereof, or (iii) any
transaction pursuant to which any person (or group of persons) other
than Parent or its affiliates acquires or would acquire control of
assets (including for this purpose the outstanding equity securities of
the Subsidiaries of the Company and securities of the entity surviving
any merger or business combination involving any of the Subsidiaries of
the Company) of the Company or any of the Subsidiaries representing
more than 20% of the fair market value of all the assets of the
Company and the Subsidiaries, taken as a whole, immediately prior to
such transaction.

Section 5.10.    Stockholders’
Meeting; Proxy Statement.

(a)    At the
request of Parent, the Company shall cause the Stockholders’
Meeting to be duly called and held as soon as practicable after the
Proxy Statement is cleared by the SEC, for the purpose of voting on the
approval and adoption of this Agreement and the
Merger.

(b)    The Company shall take all
action necessary in accordance with applicable Law and the Company
Certificate of Incorporation and Company Bylaws to duly call, give
notice of, and convene the Stockholders’
Meeting.

(c)    Subject to Sections 5.5 and
5.9, the Company shall (i) solicit from the Company Stockholders
entitled to vote at the Stockholders’ Meeting proxies in favor
of such approval and (ii) take all other action reasonably necessary to
secure the vote or consent of such holders required by the DGCL or this
Agreement to effect the Merger.

(d)    Parent
and the Company will as promptly as practicable after the date of this
Agreement jointly prepare the Proxy Statement, and the Company shall
file the Proxy Statement with the SEC, and shall use all commercially
reasonable efforts to respond to the comments of the SEC and to cause
the Proxy Statement to be mailed to the Company Stockholders at the
earliest practical time. The Company shall furnish all information
concerning it and the holders of its capital stock as Parent may
reasonably request in connection with such actions, and Parent shall
furnish all information concerning it and Buyer as the Company may
reasonably request in connection with such actions. Each party to this
Agreement will notify the other parties and the Board of Directors of
the Company promptly of the receipt of the comments of the SEC, if any,
and of any request by the SEC for amendments or supplements to the
Proxy Statement or for additional information with respect thereto, and
will supply the other parties with copies of all correspondence between
such party or its Representatives, on the one hand, and the SEC or
members of its staff, on the other hand, with respect to the Proxy
Statement or the Merger. If (i) at any time prior to the
Stockholders’ Meeting, any event should occur relating to the
Company or any of the Subsidiaries that should be set forth in an
amendment of, or a supplement to, the Proxy Statement, the Company
shall promptly inform Parent and (ii) if at any time prior to the
Stockholders’ Meeting, any event should occur relating to Parent
or Buyer or any of their respective associates or affiliates, or
relating to the plans of any such persons for the Company after the
Effective Time that should be set forth in an amendment of, or a
supplement to, the Proxy Statement, Parent will promptly inform the
Company, and in the case of 

25









(i) or (ii) the Company and Parent, will,
upon learning of such event, promptly prepare, and the Company shall
file with the SEC and, if required, mail such amendment or supplement
to the Company Stockholders; provided, prior to such filing, the
Company and Parent shall consult with each other with respect to such
amendment or supplement and shall incorporate the other’s
comments, except with respect to any comment that would create a
misstatement of fact or an omission of a material fact. Each of Parent
and Buyer shall vote, or cause to be voted, in favor of the Merger and
this Agreement all shares of Company Capital Stock directly or
indirectly beneficially owned by
it.

(e)    The Company hereby consents to the
inclusion in the Proxy Statement of the recommendation of the Board of
Directors of the Company described in Section 3.3, subject to any
modification, amendment or withdrawal thereof in accordance with
Section 5.5.

Section 5.11.    Stockholder Lists.    
The Company shall promptly upon the request by Parent, or shall cause
its transfer agent to promptly, furnish Parent and Buyer with mailing
labels containing the names and addresses of all record holders of
shares of Company Capital Stock and with security position listings of
shares of Company Capital Stock held in stock depositories, each as of
the most recent practicable date, together with all other available
listings and computer files containing names, addresses and security
position listings of record holders and beneficial owners of shares of
Company Capital Stock. The Company shall furnish Parent and Buyer with
such additional information, including updated listings and computer
files of the Company Stockholders, mailing labels and security position
listings, and such other assistance as Parent, Buyer or their agents
may reasonably request. Subject to the requirements of applicable Law,
and except for such steps as are necessary to disseminate the Proxy
Statement and any other documents necessary to consummate the Merger,
Parent shall hold in confidence the information contained in any such
labels, listings and files, and the additional information referred to
in the preceding sentence, will use such information only in connection
with the Merger and, if this Agreement shall be terminated, shall, upon
request, deliver to the Company all copies of such information then in
its possession or control or in the possession or control of its agents
or representatives.

Section 5.12.    Director
Resignations.     The Company shall cause to be delivered to
Parent resignations of all the directors of the Company’s
Subsidiaries to be effective upon the consummation of the Merger. The
Company shall cause such directors, prior to resignation, to appoint
new directors nominated by Parent to fill such vacancies.

Section
5.13.    Benefits Continuation;
Severance.

(a)    For a period of not
less than 12 months following the Effective Time, Parent, the Company
and the Surviving Corporation shall provide, or shall cause their
subsidiaries to provide, benefits that are substantially comparable in
the aggregate to those provided under the Company Benefit Plans (other
than the Company Stock Option Plan) as in effect on the date hereof for
the employees of the Company and the Subsidiaries as of the Effective
Time (‘‘Affected Employees’’);
notwithstanding the foregoing, however, Parent, the Company and the
Surviving Corporation shall not be obligated to make matching
contributions or any other payments under the Company Retirement
Savings Plan (the ‘‘Company 401(K) Plan’’)
in amounts or percentage levels comparable to matching contributions or
other payments made by the Company prior to the consummation of the
Merger but will provide matching contributions and other such payments
in amounts and percentage levels comparable to similarly situated
employees of Parent. Parent, the Company and the Surviving Corporation
shall comply with the terms of all Company Benefit Plans in effect
immediately prior to the Effective Time, subject to any reserved right
to amend or terminate any Company Benefit Plan; provided,
however, that no such amendment or termination may be inconsistent
with Parent’s and the Surviving Corporation’s obligations
pursuant to the first sentence of this Section 5.13(a). Without
limiting the generality of the foregoing, Parent, the Company and the
Surviving Corporation agree to honor all obligations to Affected
Employees, including, but not limited to, obligations for severance pay
and other severance benefits (x) pursuant to the terms of the written
employment and separation agreements listed in Section 3.16 of the
Company Disclosure Letter or pursuant to Section 5.1(c) of the Company
Disclosure Letter and (y) who are terminated prior to the date that is
12 months following the Effective Time in accordance with the
Company’s severance policies set forth in Section 5.13(a) of the
Company Disclosure Letter.

26








(b)    Affected
Employees shall be given credit for all service with the Company and
the Subsidiaries (or service credited by the Company or the
Subsidiaries) under all employee benefit plans and arrangements
currently maintained or established in the future by Parent or any of
its subsidiaries (including the Surviving Corporation) in which they
are or become participants for purposes of participation, eligibility,
vesting and level of benefits (but not for benefit accruals under any
defined benefit pension plan or any plan providing post-retirement
medical, dental or prescription drug benefits or as would otherwise
result in duplication of benefits). Parent and its subsidiaries
(including the Surviving Corporation) shall cause any pre-existing
conditions or limitations, eligibility waiting periods or required
physical examinations under any welfare benefit plans of Parent and its
subsidiaries (including the Surviving Corporation) to be waived with
respect to Affected Employees and their eligible dependents to the
extent waived under the corresponding Company Benefit Plan in which the
applicable Affected Employee participated prior to the Effective Time
and, with respect to life insurance coverage, up to the Affected
Employee’s current level of insurability. Parent and its
subsidiaries (including the Surviving Corporation) shall give Affected
Employees and their eligible dependents credit for the plan year in
which the Effective Time (or, if later, the commencement of
participation in any benefit plan) occurs toward applicable deductibles
and annual out-of-pocket limits for expenses incurred prior to the
Effective Time (or, if later, the date of commencement of participation
in such benefit plan).

(c)    Prior to the
Effective Time, the Company will agree to make retention bonus payments
to the individuals listed on Section 5.13(c) of the Company Disclosure
Letter for continuing in the employ of the Company after the Effective
Time in such amounts and subject to such terms and conditions as
satisfactory to Parent.

(d)    As an
inducement to Buyer and Parent’s willingness to enter into this
Agreement, the Company has entered into amendments to certain
employment agreements between the Company the individuals listed on
Section 5.13(d) of the Company Disclosure
Letter.

(e)    Nothing in this Section 5.13
shall confer any rights or remedies upon any person, individual or
whomsoever other than the Company, Parent and Buyer.

Section
5.14.    Rule 16b-3.     Prior to the Effective Time, the
Company may approve in accordance with the procedures set forth in Rule
16b-3 promulgated under the Exchange Act and the Skadden, Arps, Slate,
Meagher & Flom LLP SEC No-Action Letter (January 12, 1999) any
dispositions of equity securities of the Company (including derivative
securities with respect to equity securities of the Company) resulting
from the transactions contemplated by this Agreement by each officer or
director of the Company who is subject to Section 16 of the Exchange
Act with respect to equity securities of the Company.

ARTICLE
VI

CONDITIONS

Section 6.1.    Conditions to the
Obligation of Each Party.    The respective obligations of
Parent, Buyer and the Company to effect the Merger are subject to the
satisfaction of the following conditions, unless waived in writing by
all parties at or prior to the Effective
Time:

(a)    This Agreement and the Merger
shall have been adopted by the requisite vote of the Company
Stockholders, as required by the DGCL, the Company Certificate of
Incorporation and the Company
Bylaws;

(b)    No temporary restraining
order, preliminary or permanent injunction or other order issued by any
Governmental Entity of competent jurisdiction preventing the
consummation of the Merger (an
‘‘Injunction’’) shall be in effect;
provided, however, that each of the parties shall use all
commercially reasonable efforts to prevent the entry of any such
Injunction and to cause any such Injunction that may be entered to be
vacated or otherwise rendered of no
effect;

(c)    No statute, rule or regulation
shall have been enacted or promulgated by any Governmental Entity of
competent jurisdiction which temporarily, preliminarily or permanently
restrains, precludes, enjoins or otherwise prohibits the consummation
of the Merger or makes the Merger illegal; and

27








(d)    All actions by
or in respect of or filings with any Governmental Entity required to
permit the consummation of the Merger shall have been obtained or made
(including the expiration or termination of any applicable waiting
period under the HSR Act).

Section 6.2.    Conditions to
Obligations of Parent and Buyer to Effect the Merger.     The
obligations of Parent and Buyer to effect the Merger are further
subject to satisfaction or waiver at or prior to the Effective Time of
the following conditions:

(a)    (i)    the
representations and warranties of the Company set forth in this
Agreement (other than those set forth in Section 3.2 or Section 3.23)
shall be true and correct as of the date of this Agreement and (except
to the extent such representations and warranties speak as of an
earlier date) as of the Closing Date as though made on and as of the
Closing Date, except where the failure of such representations and
warranties to be so true and correct has not had and would not
reasonably be expected to have a Material Adverse Effect (disregarding
for these purposes (A) any qualification or exception for, or reference
to, materiality in any such representation or warranty and (B) any use
of the terms ‘‘material,’’
‘‘materiality,’’ ‘‘in all
material respects,’’ ‘‘material adverse
change,’’ ‘‘Material Adverse
Effect’’ or similar terms or phrases in any such
representation or warranty); and the representations and warranties of
the Company set forth in Section 3.2 and Section 3.23 of this Agreement
shall be true and correct in all material respects as of the date of
this Agreement and (except to the extent such representations and
warranties speak as of an earlier date) as of the Closing Date as
though made on and as of the Closing
Date;

(ii)    the Company shall have
performed in all material respects each of its obligations under this
Agreement required to be performed by it at or prior to the Effective
Time pursuant to the terms of this Agreement;
and

(iii)    an executive officer of the
Company shall have delivered to Parent a certificate to the effect that
each of the conditions specified in clauses (i) and (ii) of this
Section 6.2(a) is satisfied in all respects.

(b)    The Company
and the Subsidiaries shall have procured all consents identified in
Section 6.2(b) of the Company Disclosure
Letter.

(c)    There shall not be pending any action,
investigation or proceeding by any Governmental Entity, and there shall
not be pending any action or proceeding by any other person, domestic
or foreign, before any Governmental Entity, which is reasonably likely
to be determined adversely to Parent, (i) challenging or seeking to
make illegal, to delay materially or otherwise, directly or indirectly,
to restrain or prohibit the consummation of the Merger, (ii) seeking to
restrain, prohibit or delay the exercise of full rights of ownership or
operation by Parent or its subsidiaries of all or any portion of the
business or assets of the Company and the Subsidiaries, taken as a
whole, or of Parent or any of its subsidiaries, or to compel Parent or
any of its subsidiaries to dispose of or hold separate all or any
material portion of the business or assets of the Company and the
Subsidiaries, taken as a whole, or of Parent or any of its subsidiaries
or (iii) seeking to require divestiture by Parent or any of its
subsidiaries of the shares of Company Common Stock; provided,
however, that if (A) all of the conditions set forth in this
Article VI other than (x) this Section 6.2(c) and (y) those conditions
which by their terms can only be satisfied at the Closing (the
conditions set forth in this Article VI, other than those described in
the foregoing clauses (x) and (y) are referred to herein as the
‘‘Relevant Conditions’’) shall have been
satisfied or waived and (B) the Company shall have provided notice to
Parent that the Relevant Conditions have been satisfied or waived, and
within five business days after the later of (I) the satisfaction or
waiver of the last of the Relevant Conditions and (II) the date the
Company provides notice thereof to Parent, Parent shall not have waived
the condition set forth in this Section 6.2(c) with respect to facts
then known to Parent, then at any time after such five business day
period, the Company, upon written notice to Parent, shall be entitled
to terminate this Agreement; provided, further, however, that if
following any such waiver by Parent, the Closing shall not occur due to
the failure of any condition set forth in this Article VI (including
this Section 6.2(c)), then the foregoing proviso shall apply to any
further satisfaction or waiver of the Relevant
Conditions.

28








Section 6.3.    Conditions to
Obligations of the Company to Effect the Merger.    The
obligations of the Company to effect the Merger are further subject to
satisfaction or waiver at or prior to the Effective Time of the
following conditions:

(a)    (i)    the
representations and warranties of Parent and Buyer in this Agreement
that are qualified by materiality shall be true and correct in all
respects as of the date of this Agreement and (except to the extent
such representations and warranties speak as of an earlier date) as of
the Closing Date as though made on and as of the Closing Date; and the
representations and warranties of Parent and Buyer in this Agreement
that are not qualified by materiality shall be true and correct in all
material respects as of the date of this Agreement and (except to the
extent such representations and warranties speak as of an earlier date)
as of the Closing Date as though made on and as of the Closing
Date;

(ii) each of Parent and Buyer shall have
performed in all material respects its obligations under this Agreement
required to be performed by it at or prior to the Effective Time
pursuant to the terms of this Agreement;
and

(iii) an executive officer of each of Parent
and Buyer shall have delivered to the Company a certificate to the
effect that each of the conditions specified in clauses (i) and (ii) of
this Section 6.3(a) is satisfied in all respects by Parent and Buyer,
respectively.

(b)    No proceeding initiated
by any Governmental Entity seeking an Injunction shall be
pending.

ARTICLE VII

TERMINATION, AMENDMENT AND
WAIVER

Section 7.1.    Termination.    This
Agreement may be terminated and the Merger may be abandoned at any time
prior to the Effective Time, whether before or after approval of
matters presented in connection with the Merger by the Company
Stockholders:

(a)    By mutual written
consent duly authorized by the Boards of Directors of Parent and the
Company;

(b)    By either Parent or the
Company, upon written notice to the other, if any court of competent
jurisdiction or other Governmental Entity shall have issued an order,
decree, ruling or taken any other action permanently restraining,
enjoining or otherwise prohibiting the Merger and such order, decree,
ruling or other action shall have become final and nonappealable;
provided, however, that the party terminating this Agreement
pursuant to this Section 7.1(b) shall use all commercially reasonable
efforts to have such order, decree, ruling or action
vacated;

(c)    By either Parent or the
Company upon written notice to the other if the Merger shall not have
been consummated on or before June 30, 2006; provided, however,
that the right to terminate this Agreement under this Section 7.1(c)
shall not be available to any party whose failure to fulfill any of its
obligation under this Agreement has been the primary cause of, or
resulted in, the failure to consummate the Merger on or before such
date;

(d)    By Parent, upon written notice
to the Company, if, prior to the approval required by Section 6.1(a) of
the Company Stockholders at the Stockholders’ Meeting, the Board
of Directors of the Company (i) shall have withdrawn or shall have
modified in a manner adverse to Parent or Buyer its approval or
recommendation of the Merger or this Agreement, (ii) causes the Company
to enter into an agreement with respect to an Acquisition Proposal
(other than a confidentiality agreement), (iii) shall have endorsed,
approved or recommended any Acquisition Proposal or (iv) shall have
resolved to do any of the foregoing.

(e)    By the Company or Buyer, upon written
notice to the other, if this Agreement shall fail to be adopted by the
Company Stockholders at the Stockholders’ Meeting (including any
adjournment or postponement thereof);

29








(f)    By Parent or
the Company, upon written notice to the other, if there shall have been
a material breach of or any inaccuracy in any of the representations or
warranties set forth in this Agreement on the part of any of the other
parties, which breach is not cured within 30 days following receipt by
the breaching party of written notice of such breach from the
terminating party, or which breach, by its nature, cannot be cured
prior to the Closing (provided that the terminating party is not then
in material breach of any representation, warranty, covenant or other
agreement contained herein); provided, however, that neither party
shall have the right to terminate this Agreement pursuant to this
Section 7.1(f) unless the breach of representation or warranty,
together with all other such breaches, would entitle the party
receiving such representation not to consummate the transactions
contemplated by this Agreement under Section 6.2(a) (in the case of a
breach of representation or warranty by the Company) or Section 6.3(a)
(in the case of a breach of representation or warranty by Parent or
Buyer);

(g)    By Parent or the Company,
upon written notice to the other, if there shall have been a material
breach of any of the covenants or agreements set forth in this
Agreement on the part of any of the other parties, which breach shall
not have been cured within 30 days following receipt by the breaching
party of written notice of such breach from the terminating party, or
which breach, by its nature, cannot be cured prior to the Closing
(provided that the terminating party is not then in material breach of
any representation, warranty, covenant or other agreement contained
herein); or

(h)    By the Company, upon
written notice to Parent, in accordance with the proviso to Section
6.2(c).

Section 7.2.    Effect of
Termination.

(a)    In the event of the
termination of this Agreement pursuant to Section 7.1 hereof, this
Agreement shall forthwith be terminated and have no further effect
except that Section 5.2(b), Section 5.11, this Section 7.2 and Article
VIII shall survive termination of this Agreement; provided that
nothing herein shall relieve any party from liability for any willful
breach hereof.

(b)    If Parent or Buyer
exercises its right to terminate this Agreement under Section 7.1(d),
then the Company shall within three business days of such termination
pay to Parent $100,000,000 in immediately available funds (the
‘‘Termination
Fee’’).

(c)    In the event
that (i)(x) an Acquisition Proposal has been proposed by any person
(other than Parent and Buyer or any of their respective affiliates) or
any person has announced its intention (whether or not conditional) to
make an Acquisition Proposal or an Acquisition Proposal or such
intention has otherwise become known to the Company’s directors
or officers, or its stockholders generally and (y) thereafter this
Agreement is terminated by either the Company or Parent pursuant to
Section 7.1(c), 7.1(e) or 7.1(g), and (ii) within 12 months after such
termination of this Agreement, the Company or any of its Subsidiaries
enters into any definitive agreement providing for an Acquisition
Proposal, or an Acquisition Proposal is consummated, then the Company
shall pay Parent the Termination Fee upon the first to occur of the
events described in clause (ii) of this sentence. For purposes of this
Section 7.2(c), references to 20% in the definition of
‘‘Acquisition Proposal’’ as such term
relates to an Alternative Transaction will be deemed to be references
to 50%.

(d)    Notwithstanding
anything to the contrary set forth in this Agreement, if the Company
fails promptly to pay to Parent any amounts due under this Section 7.2,
the Company shall pay the costs and expenses (including reasonable
legal fees and expenses) in connection with any action, including the
filing of any lawsuit or other legal action, taken to collect payment,
together with interest on the amount of any unpaid fee or obligation at
the publicly announced prime rate of Citibank, N.A. in effect from time
to time from the date such fee or obligation was required to be
paid.

Section 7.3.    Amendments.     This Agreement
may not be amended except by action taken or authorized by the board of
directors of each of the parties (and, in the case of the Company, with
the approval of the Board of Directors of the Company) set forth in an
instrument in writing signed on behalf of each of the parties;
provided, however, that after adoption of this Agreement by the
Company Stockholders, no amendment may be made without the further
approval of the Company Stockholders if the effect of such amendment
would be to reduce the Merger Consideration or change the form thereof
or such further approvals otherwise required by the
DGCL.

30








Section 7.4.    Waiver.    
At any time prior to the Effective Time, whether before or after the
Stockholders’ Meeting, any party, by action taken or authorized
by its board of directors, may (a) extend the time for the performance
of any of the covenants, obligations or other acts of any other party
or (b) waive any inaccuracy of any representations or warranties or
compliance with any of the agreements, covenants or conditions of any
other party or with any conditions to its own obligations. Any
agreement on the part of a party to any such extension or waiver shall
be valid only if set forth in an instrument in writing signed on behalf
of such party by its duly authorized officer. The failure of any party
to this Agreement to assert any of its rights under this Agreement or
otherwise shall not constitute a waiver of such rights. The waiver of
any such right with respect to particular facts and other circumstances
shall not be deemed a waiver with respect to any other facts and
circumstances and each such right shall be deemed an ongoing right that
may be asserted at any time and from time to time.

ARTICLE
VIII

GENERAL PROVISIONS

Section 8.1.    No Third
Party Beneficiaries.     Other than the provisions of Section
5.7, nothing in this Agreement shall confer any rights or remedies upon
any person other than the parties.

Section 8.2.    Entire
Agreement.     This Agreement constitutes the entire Agreement
among the parties with respect to the subject matter hereof and
supersedes any prior understandings, agreements, or representations by
or among the parties, written or oral, with respect to the subject
matter hereof, except for the Sprint PCS Management
Agreements.

Section 8.3.    Succession and
Assignment.     This Agreement shall be binding upon and inure
to the benefit of the parties named herein and their respective
successors. No party may assign either this Agreement or any of its
rights, interests, or obligations hereunder without the prior written
approval of the other parties.

Section
8.4.    Counterparts.     This Agreement may be executed
in two or more counterparts, each of which shall be deemed an original
but all of which together shall constitute one and the same
instrument.

Section 8.5.    Governing Law; Venue; Service
of Process, Waiver of Jury
Trial.

(a)    This Agreement shall be
governed by and construed in accordance with the Laws of the State of
Delaware, without regard to principles of conflicts of law
thereof.

(b)    The parties (i) agree that
any suit, action or proceeding arising out of or relating to this
Agreement will be brought solely in the state or federal courts of the
State of Delaware, (ii) consent to the exclusive jurisdiction of each
such court in any suit, action or proceeding relating to arising out of
this Agreement and (iii) waive any objection that it may have to the
laying of venue in any such suit, action or proceeding in any such
court.

(c)    Each party irrevocably consents
to service of process in the manner provided for the giving of notices
pursuant to this Agreement; provided that such service will be
deemed to have been given only when actually received by such party.
Nothing in this Agreement will affect the right of a party to serve
process in another manner permitted by
Law.

(d)    EACH PARTY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT, AND WHETHER MADE BY CLAIM, COUNTERCLAIM,
THIRD PARTY CLAIM OR OTHERWISE.

Section
8.6.    Severability.    Any term or provision of this
Agreement that is invalid or unenforceable in any situation in any
jurisdiction shall not affect the validity or enforceability of the
remaining terms and provisions hereof or the validity or enforceability
of the offending term or provision in any other situation or in any
other jurisdiction. If the final judgment of a court of competent
jurisdiction declares that any 

31









term or provision hereof is invalid or
unenforceable, the parties agree that the court making the
determination of invalidity or unenforceability shall have the power to
reduce the scope, duration, or area of the term or provision, to delete
specific words or phrases, or to replace any invalid or unenforceable
term or provision with a term or provision that is valid and
enforceable and that comes closest to expressing the intention of the
invalid or unenforceable term or provision, and this Agreement shall be
enforceable as so modified after the expiration of the time within
which the judgment may be appealed.

Section
8.7.    Specific Performance.    Each of the parties
acknowledges and agrees that the other party would be damaged
irreparably in the event any of the provisions of this Agreement are
not performed in accordance with their specific terms or otherwise are
breached. Accordingly, each of the parties agrees that the other party
shall be entitled to seek an injunction or injunctions to prevent
breaches of the provisions of this Agreement and to enforce
specifically this Agreement and the terms and provisions
hereof.

Section 8.8.    Construction.    The
language used in this Agreement shall be deemed to be the language
chosen by the parties to express their mutual intent, and no rule of
strict construction shall be applied against any party. Whenever the
words ‘‘include,’’
‘‘includes’’ or
‘‘including’’ are used in this Agreement,
they shall be deemed to be followed by the words
‘‘without limitation.’’ All references to
the ‘‘parties’’ means the parties to this
Agreement unless the context otherwise requires. All references to any
agreement, instrument, statute or regulation are to it as amended and
supplemented from time to time (and, in the case of a statute or
regulation, to any corresponding provisions or successor statutes or
regulations). When a reference is made in this Agreement to Sections,
such reference shall be to a Section of this Agreement unless otherwise
indicated. The phrase ‘‘the date of this
Agreement,’’ ‘‘date hereof’’
and terms of similar import, unless the context otherwise requires,
shall be deemed to refer to November 21, 2005.

Section
8.9.    Non-Survival of Representations and Warranties and
Agreements.    The representations, warranties and agreements in
this Agreement shall terminate at the Effective Time, except that the
agreements set forth in Article I and Article VIII and Section 5.4,
Section 5.7 and Section 5.13 shall survive the Effective Time in
accordance with their terms.

Section 8.10.    Certain
Definitions.    For purposes of this Agreement, the terms
‘‘associate’’ and
‘‘affiliate’’ shall have the same meaning
as set forth in Rule l2b-2 promulgated under the Exchange Act, and the
term ‘‘person’’ shall mean any individual,
corporation, partnership (general or limited), limited liability
company, limited liability partnership, trust, joint venture,
joint-stock company, syndicate, association, entity, unincorporated
organization or government or any political subdivision, agency or
instrumentality thereof.

Section 8.11.    Fees and
Expenses.     Each party shall pay its own costs and expenses
incurred in connection with this Agreement and the transactions
contemplated hereby.

Section 8.12.    Notices.    
All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be given (and shall be deemed
to have been duly given upon receipt) by delivery in person, by
telecopy or by registered or certified mail (postage prepaid, return
receipt requested) to the respective parties at the following
addresses, or at such other address for a party as shall be specified
in a notice given in accordance with this Section
8.12:

		
	 	If to Sprint Nextel Corporation
to:


		
	 	Sprint Nextel Corporation
2001 Edmund
Drive
Reston, VA 20191
Telecopier: (703)
433-4846
Attention: General Counsel


32








		
	 	with a copy
to:


		
	 	King & Spalding LLP
191 Peachtree
Street
Atlanta, GA 30303-1763
Telecopier: (404)
572-5100
Attention:    Michael J. Egan
Sephen M.
Wiseman


		
	 	if after March 27, 2006
to:


		
	 	King & Spalding LLP
1180
Peachtree Street
Atlanta, GA 30309
Telecopier: (404)
572-5100
Attention:    Michael J.
Egan
                      Stephen M.
Wiseman


		
	 	If to the
Company:


		
	 	Alamosa Holdings, Inc.
5225 S.
Loop 289, Suite 120
 Lubbock, Texas 79424
 Telecopier: (806)
722-1423
 Attention: Chief Financial Officer


with a
copy to:

		
	 	Skadden, Arps, Slate, Meagher &
Flom LLP
4 Times Square
New York, NY
10036
Telecopier:    (212) 735-2000
Attention: Fred B.
White
Frank Bayouth


Section 8.13.    Cross-References
to Certain Terms Defined Elsewhere in This
Agreement.





							
	TERM		Section
	Acquisition
Agreement		5.5(b)
	Acquisition
Proposal		5.9(b)
	Adverse Recommendation
Change		5.5(b)
	Affected
Employees		5.13(a)
	Agreement		Preamble
	AirGate
Entities		3.24(a)
	Alternative
Transaction		5.5(b)
	Audited Company Financial
Statements		3.8(b)
	Blue Sky
Laws		3.5
	Buyer		Preamble
	Certificate		1.4(c)
	Certificate
of
Merger		1.2
	Closing		1.2
	Code		1.8(e)
	Common
Stock Merger
Consideration		1.4(a)
	Company		Preamble
	Company
10-Q		3.8(b)
	Company 401(k)
Plan		5.13(a)
	Company 2004
10-K		3.8(b)
	






33












							
	TERM		Section
	Company Benefit
Plan		3.16
	Company Benefit
Plans		3.16
	Company
Bylaws		3.1
	Company Certificate of
Incorporation		3.1
	Company Common
Stock		Preamble
	Company Capital
Stock		Preamble
	Company Disclosure
Letter		Article III
	Company Financial
Statements		3.8(b)
	Company
Licenses		3.7(c)
	Company Material
Licenses		3.7(b)
	Company
Options		1.6
	Company Permitted
Lien		3.11
	Company
Rights		3.2
	Company SEC
Reports		Article III
	Company Stock Option
Plan		1.6
	Company
Stockholders		Preamble
	Company
Warrants		3.2
	Confidential
Information		5.2(b)
	D&O
Insurance		5.7(b)
	DGCL		Preamble
	Dissenting
Shares		1.5(a)
	Effective
Time		1.2
	Environmental
Laws		3.18(a)
	ERISA		3.16
	ERISA
Affiliate		3.16
	ESPP		1.7
	Exchange
Act		Article
III
	FAA		3.7(c)
	FCC		3.5
	FCC
Filings		3.5
	Fund		1.8(a)
	GAAP		3.4
	Governmental
Entity		3.5
	HSR
Act		3.5
	Indemnified
Parties		5.7(a)
	Indentures		3.24(a)
	Independent
Advisors		3.3(b)
	Injunction		6.1(b)
	Intellectual
Property
Rights		3.19(e)
	Knowledge		3.7(c)
	Law		3.4
	Licenses		3.7(b)
	Litigation		3.13
	Material
Adverse Effect		3.4
	Material
Contract		3.14(a)
	Merger		Preamble
	Merger
Consideration		1.4(b)
	NLRB		3.17(a)
	Parent		Preamble
	






34












							
	TERM		Section
	Payee		1.8(e)
	Paying
Agent		1.8(a)
	Preferred
Stock		3.2
	Proxy
Statement		3.15
	Relevant
Conditions		6.2(c)
	Report		3.8(a)
	Representatives		5.2(a)
	Rights
Agreement		3.2
	SEC		Article
III
	Securities Act		Article
III
	Series B Merger
Consideration		1.4(b)
	Series B Preferred
Stock		Preamble
	SOX
Act		3.8(a)
	Sprint PCS Management
Agreement		5.2(a)
	Stockholders
Agreement		Preamble
	Stockholders’
Meeting		3.15
	Subsequent
Determination		5.5(b)
	Subsidiary		3.1
	Superior
Proposal		5.5(b)
	Surviving
Corporation		1.1
	Tax		3.10
	Tax
Return		3.10
	Taxes		3.10
	Termination
Fee		7.2(b)
	Unaudited Company Financial
Statements		3.8(b)
	







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35








IN WITNESS WHEREOF, the Company, Parent
and Buyer and have caused this Agreement to be executed as of the date
first written above by their respective officers thereunto duly
authorized.

		
	 	SPRINT NEXTEL
CORPORATION



		By:  /S/ Paul
Salen

        Name: Paul
Salen
        Title: Chief Financial
Officer




		
	 	AHI MERGER SUB
INC.



		By:  /s/ Paul
Salen

        Name: Paul
Salen
        Title: Executive Vice President
and
                  Chief
Financial Officer




		
	 	ALAMOSA HOLDINGS,
INC.



		By:  /s/ David
Sharbutt

        Name: David
Sharbutt
        Title: Chief Executive
Officer




36