AGREEMENT AND PLAN OF MERGER

Exhibit 2.5

AGREEMENT AND PLAN OF MERGER

dated as of September 13, 2006

by and among

FAIRPOINT COMMUNICATIONS, INC.,

MJD VENTURES, INC.,

FAIRPOINT GERMANTOWN CORPORATION,

AND

THE GERMANTOWN INDEPENDENT TELEPHONE COMPANY

Table of Contents

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INDEX OF DEFINED TERMS

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AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this " Agreement "), dated as of September 13, 2006, is made and entered into by and among The Germantown Independent Telephone Company , an Ohio corporation (the " Company "), FairPoint Communications, Inc., a Delaware corporation ("FairPoint"), MJD Ventures, Inc . , a Delaware corporation (" Parent "), and FairPoint Germantown Corporation, an Ohio corporation (" Sub ").

WHEREAS, the Board of Directors of the Company has determined that it is advisable and in the best interest of the Company and its shareholders to consummate and has recommended approval by the shareholders of the Company of the business combination transaction provided for herein in which Sub would merge with and into the Company and the Company would become a wholly owned subsidiary of Parent (the " Merger ");

WHEREAS, the Boards of Directors of FairPoint, Parent and Sub have each determined that it is advisable and in the best interests of their respective companies and shareholders to consummate, and have approved, the Merger;

WHEREAS, Parent, Sub and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe various conditions to the Merger;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

THE MERGER

• 1.01         The Merger .  Upon the terms and subject to the conditions of this Agreement, at the Effective Time, Sub shall be merged with and into the Company in accordance with the General Corporation Law of the State of Ohio (the " OGCL ").  At the Effective Time, the separate existence of Sub shall cease and the Company shall continue as the surviving corporation in the Merger (the " Surviving Corporation ") and a wholly owned subsidiary of Parent.  (Sub and the Company are sometimes referred to herein as the " Constituent Corporations .")  As a result of the Merger, the outstanding shares of capital stock and the treasury shares of the Constituent Corporations shall be converted or cancelled in the manner provided in Article II.

  1.02         Closing .  Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 8.01, and subject to the satisfaction or waiver (where applicable) of the conditions set forth in Article VII, the closing of the Merger (the " Closing ") will take place at the offices of Thompson Hine LLP ("Thompson Hine"), 2000 Courthouse Plaza, N.E., Dayton, Ohio 45402 at 10:00 a.m., local time, on the first business day of the month beginning at least ten (10) days following

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• satisfaction of the conditions set forth in Article VII (other than those conditions that, by their nature, are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) (or, if such day is not a business day, on the next succeeding business day), unless another date, time or place is agreed to by the parties hereto (the " Closing Date ").  At the Closing there shall be delivered to Parent, Sub and the Company the certificates and other documents and instruments required to be delivered under Article VII.

  1.03         Effective Time .  At the Closing, a certificate of merger (the " Certificate of Merger ") shall be duly prepared and executed by the Constituent Corporations and thereafter delivered to the Secretary of State of the State of Ohio (the " Secretary of State ") for filing, as provided in Section 1701.81 of the OGCL, on the Closing Date.  The Merger shall become effective at the time of the filing of the Certificate of Merger with the Secretary of State (the date and time of such filing being referred to herein as the " Effective Time ").

  1.04         Articles of Incorporation and Code of Regulations of the Surviving Corporation .  At the Effective Time, (i) the articles of incorporation of Sub as in effect immediately prior to the Effective Time shall be amended so that the name of Sub shall be changed to The Germantown Independent Telephone Company and, as so amended, such articles of incorporation shall be the articles of incorporation of the Surviving Corporation until thereafter amended as provided by law and such articles of incorporation, and (ii) the code of regulations of Sub as in effect immediately prior to the Effective Time shall be the code of regulations of the Surviving Corporation until thereafter amended as provided by law, the articles of incorporation of the Surviving Corporation and such code of regulations.

  1.05         Directors and Officers of the Surviving Corporation .  The directors and officers of Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers, respectively, of the Surviving Corporation until their successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation’s articles of incorporation and code of regulations.

  1.06         Effects of the Merger .  Subject to the foregoing, the effects of the Merger shall be as provided in the applicable provisions of the OGCL.

  1.07         Further Assurances .  If, at any time after the Effective Time, the Surviving Corporation determines that any deeds, bills of sale, assignments, assurances or any other acts or things are necessary or desirable to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, its right, title or interest in, to or under any of the rights, properties or assets of the Company or its Subsidiaries acquired or to be acquired by reason of, or as a result of, the Merger, or otherwise to carry out the purposes of this Agreement, the Surviving Corporation and its proper officers and directors shall be authorized to execute and deliver, in the name and on behalf of the Company and its Subsidiaries, all such deeds, bills of sale, assignments and assurances and to do, in the name and on behalf of the Company and its Subsidiaries, all such other acts and things necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to or under such rights, properties or assets in the Surviving Corporation or otherwise to carry out the purposes of this Agreement.

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ARTICLE II »

CONVERSION OF SHARES

• 2.01         Conversion of Capital Shares .  At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof:

(a)           Conversion of Sub Common Shares .  Each issued and outstanding common share, without par value, of Sub (" Sub Common Shares ") shall be converted into and become one fully paid and non-assessable common share, without par value, of the Surviving Corporation (" Surviving Corporation Common Shares ").  Each certificate representing outstanding Sub Common Shares shall at the Effective Time be deemed for all purposes to evidence the ownership of, and to represent an equal number of Surviving Corporation Common Shares.

(b)           Cancellation of Treasury Shares and Shares Owned by Parent and Subsidiaries .  All common shares of the Company (" Company Common Shares ") that are owned by the Company as treasury shares and any Company Common Shares owned by Parent, Sub or any other wholly-owned Subsidiary of Parent shall be cancelled and retired and shall cease to exist and no stock of Parent or other consideration shall be delivered in exchange therefor.

(c)           Conversion Ratio for Company Common Shares .

• • (i)            Each issued and outstanding Company Common Share (other than shares to be cancelled in accordance with Section 2.01(b) and other than Dissenting Shares (as defined in Section 2.01(d))) shall be converted into the right to receive in cash, without any interest thereon, an amount calculated as follows (the " Merger Price "):  The Merger Price shall be an amount equal to the quotient obtained by dividing Ten Million One Hundred Ninety-Two Thousand and No/100 dollars ($10,192,000.00) (the " Merger Consideration ") by the number of Company Common Shares actually issued and outstanding at the Effective Time.  For example, if at the Effective Time there are 127,400 Company Common Shares outstanding, the Merger Price per share will be $80.00.

    (ii)           All Company Common Shares converted in accordance with paragraph (i) of this Section 2.01(c) shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Merger Price per share, upon the surrender of such certificate in accordance with Section 2.02, without any interest thereon.

(d)           Dissenting Shares .

• • (i)            Notwithstanding anything in this Agreement to the contrary, each outstanding Company Common Share that is held of record by a holder who has properly exercised dissenters’ rights with respect thereto under Section 1701.85 of the OGCL (a " Dissenting Share ") (such holder hereinafter referred to as a " Dissenting Shareholder "), shall not be converted into or represent the right to receive the Merger Price pursuant to Section 2.01(c), but the holder thereof shall be entitled to receive such payment of the fair

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• • cash value of such Company Common Share from the Surviving Corporation (which may be paid either directly or through the Payment Agent, as provided below, in the Surviving Corporation’s sole discretion) as shall be determined pursuant to Section 1701.85 of the OGCL; provided, however, that if any such holder shall have failed to perfect or shall withdraw with the consent of the Company by its Directors or lose such holder’s rights under Section 1701.85 of the OGCL, each such holder’s Company Common Shares shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the Merger Price, without any interest thereon, pursuant to Section 2.01(c), which shall be paid upon the surrender of the certificate(s) representing such Dissenting Share(s).

    (ii)           The Company shall give Parent (x) prompt notice of any written demands for payment of the fair cash value of shares, withdrawals of such demands and any other instruments delivered pursuant to Section 1701.85 of the OGCL and (y) the opportunity to jointly participate with the Company in all negotiations and proceedings with respect to demands for payment under Section 1701.85 the OGCL.  The Company will not voluntarily make any payment with respect to any demands delivered to the Company pursuant to Section 1701.85 of the OGCL and will not, except with the prior written consent of Parent, settle or offer to settle any such demands or consent to withdrawal of such demands.

  2.02         Exchange of Certificates .

(a)           Escrow; Payment Agent .  At the Closing, from the Merger Consideration, Parent shall (i) deposit Five Hundred Nine Thousand Six Hundred and No/100 dollars ($509,600.00) (the " Escrow Amount ") with a mutually agreeable escrow agent (the " Escrow Agent "), to be held and released by the Escrow Agent pursuant to the terms and conditions set forth in an escrow agreement which shall be substantially in the form of Exhibit A hereto (" Escrow Agreement "), and (ii) deposit with a bank or trust company designated before the Closing Date by Parent and reasonably acceptable to the Company (the " Payment Agent "), a cash amount equal to the Merger Consideration less the Escrow Amount (i.e. $9,682,400) (the " Net Merger Consideration ", to be held for the benefit of and distributed to such holders or to Parent in accordance with this Section 2.02 and Section 9.03 hereof.  The Payment Agent shall agree to hold such funds, to be invested in securities or other vehicles rated AAA or better (such funds, together with earnings thereon, being referred to herein as the " Payment Fund ") for delivery as contemplated by this Section 2.02 and upon such additional terms as may be agreed upon by the Payment Agent, the Company and Parent. If, for any reason (including losses), the Payment Fund is inadequate to pay the cash amounts to which holders of Company Common Shares shall be entitled, Parent and the Surviving Corporation shall in any event remain liable, and shall make available to the Payment Agent additional funds, for the payment thereof.  To the extent a shortfall pertains to an amount payable to a Dissenting Shareholder by reason of the fair cash value of such Person’s Dissenting Shares exceeding the Merger Price, then the Surviving Corporation shall be responsible for and shall pay such shortfall (either directly or through the Payment Agent, at the Surviving Corporation’s discretion).  All earnings in the Payment Fund in excess of the Net Merger Consideration are the property of Parent and shall be disbursed to Parent promptly upon termination of the Payment Fund.  The Payment Fund shall not be used for any purpose except as expressly provided in this Agreement.

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(b)           Exchange Procedures .  As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Payment Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Company Common Shares (the " Certificates ") whose shares are converted pursuant to Section 2.01(c) into the right to receive the Merger Price (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Payment Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Price.  Upon surrender of a Certificate for cancellation to the Payment Agent, together with such letter of transmittal duly executed and completed in accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor a check representing the Merger Price per Company Common Share represented thereby, subject to any applicable withholding tax (and provided that a portion thereof shall be retained in escrow pursuant to the provisions of Section 2.02(a) and Section 9.03 hereof and the terms and conditions of the Escrow Agreement), which such holder has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be cancelled.  In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger, including any interest accrued in respect of the Payment Fund.  In the event of a transfer of ownership of Company Common Shares which is not registered in the transfer records of the Company, the Merger Price may be issued to a transferee if the Certificate representing such Company Common Shares is presented to the Payment Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.  Until surrendered as contemplated by this Section 2.02(b), each Certificate representing shares which are converted pursuant to Section 2.01(c) into the right to receive the Merger Price shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Price per Company Common Share represented thereby as contemplated by this Article II, together with the dividends, if any, which may have been declared by the Company on the Company Common Shares in accordance with the terms of this Agreement and which remain unpaid at the Effective Time.  Parent and the Surviving Corporation shall pay all fees and expenses of the Payment Agent in connection with the distribution of the Payment Fund.

(c)           Lost Certificates .  If any Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, (i) the posting by such Person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Certificate, or, (ii) alternatively (in the Surviving Corporation’s sole discretion), an agreement of indemnity providing for indemnification of the Company, Parent and Surviving Corporation for any loss, damage or other expense resulting from a third party having a claim to such Certificate or the shares of stock underlying such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate, the payments due to such Person as provided in Section 2.02(b).

(d)           No Further Ownership Rights in Company Common Shares .  All cash paid upon the surrender for exchange of Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the Company Common Shares

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represented thereby, subject, however, to the Surviving Corporation’s obligation to pay any dividends which may have been declared by the Company on such shares of Company Common Shares in accordance with the terms of this Agreement and which remained unpaid at the Effective Time.  Unless otherwise required by Section 1701.85 of the OGCL, from and after the Effective Time, the share transfer books of the Company shall be closed and there shall be no further registration of transfers on the share transfer books of the Surviving Corporation of the Company Common Shares which were outstanding immediately prior to the Effective Time.  If, after the Effective Time, Certificates (other than Certificates representing Dissenting Shares) are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Section 2.02.

(e)           Termination of Payment Fund .  Any portion of the Payment Fund which remains undistributed to the shareholders of the Company for six (6) months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any shareholders of the Company who have not theretofore complied with this Article II shall thereafter look only to the Surviving Corporation (subject to abandoned property, escheat and other similar laws) as general creditors for payment of their claim for the Merger Price per Company Common Share.  Neither Parent nor the Surviving Corporation shall be liable to any holder of Company Common Shares for cash representing the Merger Price delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

(f)            Withholding Rights .  Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as Parent is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the " Code "), or any applicable provision of state, local or foreign tax law.  To the extent that amounts are so withheld by Parent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Company Common Shares in respect of which such deduction and withholding was made by Parent.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to Parent and Sub as of the date of this Agreement as follows:

• 3.01         Organization and Qualification .  Each of the Company and its Subsidiaries is a corporation duly incorporated, validly existing and in good standing with perpetual duration under the laws of the State of Ohio and has full corporate power and authority (including without limitation all foreign qualifications required by applicable Law) to conduct its business as and to the extent now conducted or contemplated and to own, use and lease its assets and properties.  None of the Company and its Subsidiaries is, or is required to be, qualified, licensed or admitted to do business in any state other than Ohio.  Section 3.01 of the letter dated the date hereof and delivered to Parent and Sub by the Company concurrently with the execution and delivery of this Agreement (the " Company Disclosure Letter ") sets forth (i) the name and jurisdiction of incorporation of each Subsidiary of the Company, (ii) the

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• authorized capital shares of each such Subsidiary, (iii) the number of issued and outstanding capital shares of each such Subsidiary, and (iv) the record owners of all such shares.  Except for interests in the Subsidiaries of the Company and certain partnerships as set forth in Section 3.01 of the Company Disclosure Letter , the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other business association or entity.  The Company has previously delivered to Parent complete and correct copies of  (i) the articles of incorporation and code of regulations of the Company and its Subsidiaries, (ii) the agreement(s) of partnership for any partnership(s) in which the Company or any of its Subsidiaries has an interest, and (iii) the operating agreement(s) of any limited liability company or companies in which the Company or any of its Subsidiaries has an interest, all of which remain correct and complete as of the date hereof.

  3.02         Capitalization .

(a)           The authorized capital shares of the Company consists solely of 175,000 Company Common Shares, with a par value of $5.00 per share, and 22,200 preferred shares, with a par value of $15.00 per share (" Company Preferred Shares ").  As of the date hereof, 127,400 Company Common Shares (all of which are fully vested) and no Company Preferred Shares are issued and outstanding and 110 Company Common Shares and no Company Preferred Shares are held in the treasury of the Company.  All of the issued and outstanding Company Common Shares are duly authorized, validly issued, fully paid and non-assessable.  There are no outstanding subscriptions, options, warrants, rights (including "phantom" stock rights), preemptive rights or other contracts, commitments, understandings or arrangements, including any right of conversion or exchange under any outstanding security, instrument or agreement (together, " Options "), obligating the Company or any of its Subsidiaries to issue or sell any capital shares of the Company or to grant, extend or enter into any Option with respect thereto.  All outstanding Company Common Shares are held of record by the Persons and in the amounts set forth in Section 3.02(a) of the Company Disclosure Letter .

(b)           All of the outstanding capital shares of each Subsidiary of the Company are duly authorized, validly issued, fully paid and non-assessable and are owned, beneficially and of record, by the Company, free and clear of any liens, claims, mortgages, encumbrances, pledges, security interests, equities and charges of any kind (each a " Lien ").  There are no (i) outstanding Options obligating the Company or any of its Subsidiaries to issue or sell any capital shares of any Subsidiary of the Company or agreements to grant, extend or enter into any such Option or (ii) voting trusts, proxies or other commitments, understandings, restrictions or arrangements in favor of any Person other than the Company or a Subsidiary wholly-owned, directly or indirectly, by the Company with respect to the voting of or the right to participate in dividends or other earnings on any capital shares of any Subsidiary of the Company.

(c)           There are no outstanding contractual obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any Company Common Shares or any capital shares of any Subsidiary of the Company or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary of the Company or any other Person.  Except as set forth in Section 3.02(c)(i) of the Company Disclosure Letter , no dividends or other distributions are owed by the Company and/or its

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Subsidiaries in connection with any of the capital stock of the Company or any Subsidiary thereof.  Section 3.02(c)(ii) of the Company Disclosure Letter sets forth a listing of all dividend checks issued subsequent to December 31, 2003 which remain uncashed.  The Company knows of no restrictions on the transfer of the Company’s or its Subsidiares’ capital stock other than those arising from federal and state securities laws or under this Agreement.  To the Company’s knowledge, there are no rights of first refusal, rights of first offer or such other similar rights with respect to any of the securities of the Company.  Except as set forth in Section 3.02(c)(iii) of the Company Disclosure Letter , there are no rights of first refusal, rights of first offer or such other similar rights with respect to any of the securities of any Subsidiary of the Company.  Neither the Company nor any Subsidiary thereof has any current liability or any potential liability to any Person with respect to any investment security, partnership interest or limited liability company interest held by either the Company or any of its Subsidiaries.

• 3.03         Authority Relative to this Agreement .  The Company has the requisite corporate power and authority to enter into this Agreement and all related agreements and, subject to obtaining the Company Shareholders’ Approval, to perform its obligations hereunder and to consummate the transactions contemplated hereby and by all related agreements.  The execution, delivery and performance of this Agreement and all related agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly approved by the Board of Directors of the Company; the Board of Directors of the Company has recommended adoption of this Agreement and all related agreements by the shareholders of the Company; and no other corporate proceedings on the part of the Company or its shareholders are necessary to authorize the execution, delivery and performance of this Agreement and all related agreements by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, other than obtaining the Company Shareholders’ Approval.  This Agreement and each related agreement executed by the Company has been duly and validly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

  3.04         Non-Contravention; Approvals and Consents .

(a)           Except as set forth in Section 3.04(a) of the Company Disclosure Letter , the execution and delivery of this Agreement and all related agreements by the Company do not, and the performance by the Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, loss of a material benefit under or result in the creation or imposition of any Lien upon any of the assets or properties of the Company or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the articles of incorporation or code of regulations of the Company or any of its Subsidiaries, or (ii) subject to the obtaining of the Company Shareholders’ Approval and the taking of the actions described in paragraph (b) of this Section 3.04, (x) any statute, law, rule, regulation or ordinance (together,

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" Laws ") (including, without way of limitation, any "fair price," "merger moratorium," "control share acquisition" or other similar anti-takeover Laws), or any judgment, decree, order, writ, injunction, permit or license (together, " Orders "), of any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States, any foreign country or any domestic or foreign state, county, city or other political subdivision (a " Governmental or Regulatory Authority ") applicable to the Company or any of its Subsidiaries or any of their respective assets or properties, or (y) any note, bond, mortgage, security agreement, indenture, license, franchise, permit, concession, agreement, contract, lease or other instrument, obligation or agreement of any kind, whether written or oral (together, " Contracts ") to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound.

(b)           Except (i) for the filing of a telecommunications application to transfer control with the Ohio Public Utilities Commission (the " PUCO ") by Parent under, and any other actions required under, Title 49 of the Ohio Revised Code, as amended, and the rules and regulations thereunder (the " Ohio Act "), (ii) for the filing of a telecommunications application to transfer control with the Federal Communications Commission (the " FCC ") by Parent under, and any other actions required under, the Communications Act of 1934, as amended, and the rules and regulations thereunder (the " Telecom Act "), (iii) for the filing of the Certificate of Merger and other appropriate merger documents required by the OGCL with the Secretary of State, and (iv) as set forth in Section 3.04(b) of the Company Disclosure Letter (including, without way of limitation, with regard to Contracts described in Section 3.11(b) hereof), no consent, approval or action of, filing with or notice to any Governmental or Regulatory Authority or other public or private third party is necessary or required under any of the terms, conditions or provisions of any Law or Order of any Governmental or Regulatory Authority or any Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement and all related agreements by the Company, the performance by the Company of its obligations hereunder or thereunder or the consummation by the Company of the transactions contemplated hereby and thereby.

• 3.05         Financial Statements .

(a)           The audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2005, 2004 and 2003 and the related consolidated statements of income, shareholders’ equity and cash flows for the years ended December 31, 2005, 2004 and 2003, together with the notes thereto, examined by and accompanied by the report of independent certified public accountants, Pry Professional Group, in the case of the 2004 and 2005 statements, and Deloitte and Touche LLP in the case of the 2003 statements, and the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2006 and the related unaudited statements of income and cash flow for the six (6) month period ended on such date (all the foregoing financial statements, including the notes thereto, if any, being referred to herein collectively as the " Financial Statements ") are included at Section 3.05(a)(i) of the Company Disclosure Letter .  Except as set forth in Section 3.05(a)(ii) of the Company Disclosure Letter , the Financial Statements have been prepared (i) to the extent required, in accordance with the rules and regulations of the PUCO and the FCC, and (ii) in accordance with and accurately depict the information contained in the books and records of the Company, and

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fairly present the financial position, results of operations, shareholders’ equity and cash flows of the Company and its Subsidiaries as of the dates and for the periods indicated in conformity with GAAP, consistently applied (except as otherwise indicated in such statements) during such periods.  Except as set forth in Section 3.05(a)(ii) of the Company Disclosure Letter , nothing has come to the attention of the Company since such dates which would indicate that such Financial Statements were not prepared in accordance with or do not accurately depict the information contained in the books and records of the Company, or do not fairly present the financial position, results of operations, shareholders’ equity and cash flows of the Company and its Subsidiaries as of the dates and for the periods indicated in conformity with GAAP, consistently applied (except as otherwise indicated in such statements) during such periods. Except as set forth in Section 3.05(a)(ii) of the Company Disclosure Letter , the unaudited financial statements included in the Financial Statements include all adjustments, which consist of only normal recurring accruals, necessary for such fair presentations.

(b)           Except as set forth in Section 3.05(b) of the Company Disclosure Letter, the books, records and accounts of the Company and its Subsidiaries are complete and correct in all material respects.  Except as set forth in Section 3.05(b) of the Company Disclosure Letter, (a) the minute books of the Company and its Subsidiaries contain true and complete records of all meetings of, or written consents in lieu of meetings executed by, their respective boards of directors (and all committees thereof) and shareholders; (b) all actions and transactions taken or entered into by the Company or its Subsidiaries, or otherwise requiring action by their respective boards of directors or shareholders, have been duly authorized or ratified as necessary and are evidenced in such minute books; (c) the stock certificate books and stock records of the Company and its Subsidiaries are true and complete; and (d) the signatures appearing in such minute books, stock certificate books and stock records are the genuine signatures of the persons purporting to have signed them.

• 3.06         Absence of Certain Changes or Events .  Except as specifically disclosed in Section 3.06 of the Company Disclosure Letter , since December 31, 2005, there has been (i) no material adverse change in the assets, liabilities, properties, business, results of operations or financial condition of the Company or any Subsidiary therof, (ii) no declaration, setting aside or payment of any dividend or other distribution with respect to, or any direct or indirect redemption or acquisition of, any of the capital stock of the Company or any Subsidiary thereof, (iii) no waiver of any valuable right of the Company or any Subsidiary thereof or the cancellation of any debt or claim held by the Company or any Subsidiary thereof (including any settlement of any claims or litigation), (iv) no loan by the Company or any Subsidiary thereof to any officer, director, employee or stockholder of the Company or any Subsidiary thereof, or any agreement or commitment therefor, (v) no increase, direct or indirect, in the compensation paid or payable to any officer, director, employee, person or entity performing services as an independent contractor, consultant or agent of the Company or any Subsidiary thereof outside of the ordinary course of business, (vi) no loss, destruction or damage to any property of the Company or any Subsidiary thereof, whether or not insured, in excess of $10,000 in the aggregate, (vii) no strikes, work stoppages, slow downs, lockouts, union organizing or recognition efforts, grievance procedures, claims of unfair labor practices or similar incidents of significant labor difficulty of any nature whatsoever involving the Company or any Subsidiary thereof and no material change in the personnel of the Company or any Subsidiary thereof or the terms and conditions of any collective bargaining agreements,

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• employment contracts or independent contractor or consulting agreements to which any of them are parties, (viii) no acquisition or disposition of any assets (or any Contract or arrangement therefor) nor any other transaction by the Company or any Subsidiary thereof otherwise than in the ordinary course of business, (ix) no creation, incurrence, guarantee or assumption of any indebtedness by the Company or any Subsidiary thereof for borrowed money (other than pursuant to existing credit facilities), (x) no amendment, cancellation or termination before its expiration date of any Contract material to the Company or any Subsidiary thereof, (xi) no change in accounting methods or practices by the Company or any Subsidiary thereof affecting their respective assets, liabilities or business, (xii) no revaluation by the Company or any Subsidiary thereof of any of their respective assets, including without limitation, writing off notes or accounts receivable, (xiii) no mortgage, pledge or other encumbrance of any material assets of the Company or any Subsidiary thereof, (xiv) no increase or change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves, other than in the ordinary course of business, and (xv) no payment, discharge or satisfaction of any liabilities other than the payment, discharge or satisfaction (1) in the ordinary course of business and consistent with the past practice of liabilities reflected or reserved against in the Company’s December 31, 2005 audited consolidated balance sheet or incurred in the ordinary course of business and consistent with the past practice since December 31, 2005, and (2) of other liabilities involving $15,000 or less singly and $25,000 or less in the aggregate.

  3.07         Absence of Undisclosed Liabilities .  Except for matters specifically reflected or reserved against in the most recent balance sheet included in the Company Financial Statements, or (i) set forth in Section 3.07 of the Company Disclosure Letter , or (ii) specifically set forth in any other section of the Company Disclosure Letter , neither the Company nor any of its Subsidiaries had at such date, or has incurred since that date, any liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether due or to become due) of any nature, except liabilities which were incurred subsequent to such date in the ordinary course of business consistent with past practice.

  3.08         Legal Proceedings .  Except for the application of Vincent Acquisition Corporation relating to transfer of control of the Company pending before the PUCO, or as otherwise set forth in Section 3.08 of the Company Disclosure Letter , (i) there are no actions, suits, arbitrations or proceedings pending or, to the knowledge of the Company, threatened against, relating to or affecting, nor to the knowledge of the Company are there any Governmental or Regulatory Authority investigations or audits pending or threatened against, relating to or affecting, the Company or any of its Subsidiaries or any of their respective assets and properties, (ii)  there are no actions, suits, arbitrations or proceedings pending or, to the knowledge of the Company, threatened against, relating to or affecting, nor to the knowledge of the Company are there any Governmental or Regulatory Authority investigations or audits pending or threatened against, relating to or affecting any director, officer or key employee of the Company or any Subsidiary thereof which have a reasonable possibility of calling into question the validity, or hindering the enforceability or performance, of this Agreement or any action taken or to be taken pursuant hereto or any of the other agreements and transactions contemplated hereby, and (iii) there has not occurred any event nor does there exist any condition on the basis of which any such litigation, proceeding or investigation might properly be instituted.  There is no outstanding Order issued by any Governmental or Regulatory

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• Authority (including, without limitation, the PUCO or the FCC) against the Company or any Subsidiary thereof that is adverse to the Company’s or any of its Subsidiaries’ business or operations, other than Orders pertaining to the telecommunications industry generally.

  3.09         Information Supplied .  None of (a) the proxy statement relating to the Company Shareholders’ Meeting, as amended or supplemented from time to time (as so amended and supplemented, the " Proxy Statement "), and (b) any other documents to be filed by the Company with the PUCO, the FCC or any other Governmental or Regulatory Authority in connection with the Merger and the other transactions contemplated hereby will, on the date of its filing or, in the case of the Proxy Statement, at the date it is mailed to shareholders of the Company and at the time of the Company Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to any solicitation of proxies for the Company Shareholders’ Meeting which shall have become false or misleading, except that no representation is made by the Company with respect to information supplied in writing by or on behalf of Parent or Sub expressly for inclusion therein.

  3.10         Compliance with Laws and Orders .  Except as set forth in Section 3.10(i) of the Company Disclosure Letter , each of the Company and its Subsidiaries is, to the extent required, in compliance with all applicable Laws, franchises, governmental policies, policy statements or Orders of any Governmental or Regulatory Authority (including without limitation, the PUCO, the FCC, the SEC and the Ohio Division of Securities), and any Order of any court, administrative agency or tribunal or any arbitrator or arbitral panel or tribunal applicable to its business or operations; and the conduct of the Company’s and its Subsidiaries’ respective businesses is, to the extent required, in compliance with all federal, state and local energy, public utility, health, wage and hour (including but not limited to the Fair Labor Standards Act), employment, workplace or worker safety and health, including but not limited to OSHA, and environmental Laws and requirements and all other federal, state and local Laws, governmental regulatory requirements and policies (including without limitation, requirements and policies of the PUCO , the FCC, the SEC and the Ohio Division of Securities).  Additionally, except as set forth in Section 3.10(ii) of the Company Disclosure Letter , the statements in the preceding sentence are true with respect to the Company’s and each of its Subsidiaries’ past existence, actions and conduct, to the extent any liability resulting from past noncompliance may be asserted as of or following the date hereof.

  3.11         Compliance with Agreements; Certain Agreements .

(a)           Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party thereto is in breach or violation of, or in default in the performance or observance of any term or provision of, and no event has occurred which, with notice or lapse of time or both, would reasonably be expected to result in a default under, (i) the articles of incorporation or code of regulations of the Company or any of its Subsidiaries or (ii) any Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets or properties is bound.  All such Contracts

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are in full force and effect, except to the extent they have previously expired in accordance with their terms.

(b)           Except as set forth in Section 3.11(b)(i) of the Company Disclosure Letter , neither the Company nor any of its Subsidiaries (i) is a party to any agreement, obligation, understanding or commitment (whether written or oral) which involves a potential or actual commitment or aggregate payments to or from the Company or any Subsidiary thereof to or from any third party in excess of $10,000, or which is otherwise material to the operations of the business, (ii) has any employment agreements; stock redemption or purchase agreements; financing agreements; collective bargaining agreements; consulting or management services agreements; independent contractor agreements; or agreements with any current or former officers, directors, employees or shareholders of the Company or any Subsidiary thereof or persons or organizations related to or affiliated with any such persons, (iii) has any agreement or arrangement concerning directory publishing matters or billing and collection matters, (iv) has any note, mortgage, agreement or arrangement that limits the ability of the Company or any Subsidiary thereof to compete in any line of business or to compete with any other Person, (v) has any agreement relating to any obligation for borrowed money or any guarantee or indemnification of or the granting of security for an obligation for borrowed money or any other obligation or liability, (vi) has any agreement relating to 911 or E911 services, interconnection, reseller or collocation arrangements, or other arrangements with any local exchange carrier, competitive access provider or other telecommunications carrier, (vii) any agreement relating to licenses to or from the Company or any Subsidiary of the Company with respect to software or hardware or other information technology used in the businesses of the Company or any Subsidiary thereof, or with respect to any other use or licensing by the Company or any Subsidiary thereof of property, technology or rights belonging to any other Person; (viii) any agreement relating to any indemnity obligations of the Company or any Subsidiary thereof, or (ix) any agreement with any Governmental or Regulatory Authority (all such items as are enumerated in (i) through (ix) above being expressly included within the definition of "Contract" as provided in Section 3.04 hereof).  Except as set forth in Section 3.11(b)(ii) of the Company Disclosure Letter , neither the Company nor any Subsidiary thereof is a party to any Contract or arrangement which is likely to have a material adverse effect on the assets, liabilities, properties, or financial condition of the Company or any Subsidiary thereof, taken as a whole.  Except as set forth in Section 3.04(b) of the Company Disclosure Letter , no approval or other consent is required to be obtained by the Company or an Subsidiary thereof concerning any Contract in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby.

• 3.12         Taxes .  For purposes of this Agreement, " Taxes " (including, with correlative meaning, the word " Tax ") shall include any and all federal, state, county, local, foreign or other taxes, charges, imposts, rates, fees, levies or other assessments imposed by any Governmental or Regulatory Authority, including, without limitation, all net income, alternative minimum, gross income, sales and use, ad valorem, value added, transfer, gains, profits, excise, franchise, real and personal property, gross receipt, capital stock, production, business and occupation, disability, employment, payroll, license, estimated, stamp, custom duties, severance, withholding or other taxes, fees, assessments or other similar charges of any kind whatsoever, together with any interest and penalties (civil or criminal) on or additions to any such taxes.  "Tax Returns" (including, with correlative meaning, " Tax Return ") shall mean

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• federal, state, local and foreign returns, estimates, information statements, designations, forms, schedules, reports and documents of every nature whatsoever required to be filed with any Governmental or Regulatory Authority relating to Taxes.  Except as set forth in Section 3.12 of the Company Disclosure Letter :

(a)           Each of the Company and its Subsidiaries has timely filed all Tax Returns required to be filed by it, or requests for extensions to file such Tax Returns have been timely filed or granted and have not expired (details of which extensions are set forth in Section 3.12(a) of the Company Disclosure Letter), and all such Tax Returns are complete, true and accurate in all respects;

(b)           The Company and each of its Subsidiaries has timely paid (or, in the case of a Subsidiary, the Company has timely paid on its behalf) all Taxes shown as due on such Tax Returns;

(c)           Neither the Company nor any of its Subsidiaries has any liability for any unpaid Taxes which has not adequately been accrued for, or reserved on, the Financial Statements, other than any liability for unpaid Taxes that may have accrued since June 30, 2006 in connection with the operation of the business of the Company and its Subsidiaries in the ordinary course;

(d)           No deficiencies for any Taxes have been proposed, asserted or assessed against the Company or any of its Subsidiaries;

(e)           Ohio, Indiana and Kentucky are the only states in which the Company and its Subsidiaries currently file income Tax Returns or corporate franchise Tax Returns.  No claim has ever been made by a Governmental or Regulatory Authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that the Company or such Subsidiary is or may be subject to taxation by such jurisdiction;

(f)            Intentionally omitted ;

(g)           Neither the Company nor any Subsidiary thereof has at any time been a member of any affiliated group, other than the affiliated group consisting solely of the Company and its Subsidiaries;

(h)           There is no dispute or claim concerning any Tax liability of the Company and its subsidiaries either (i) claimed or raised by any Governmental or Regulatory Authority in writing or (ii) as to which the directors and officers of the Company and its subsidiaries have knowledge based upon personal contact with any agent of such Governmental or Regulatory Authority;

(i)            Neither the Company nor its Subsidiaries have waived any statute of limitations in respect of income taxes or agreed to any extension of time with respect to an income tax assessment or deficiency;

(j)            Neither the Company nor its Subsidiaries are a party to any income tax allocation or sharing agreement;

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(k)           Neither the Company nor its Subsidiaries are a "foreign person" within the meaning of Section 1445 of the Code.  Neither the Company nor its Subsidiaries are a party to any agreement, whether written or unwritten, providing for the payment of taxes, payment for tax losses, entitlements to refunds or similar tax matters.  Neither the Company nor its Subsidiaries have been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code;

(l)            No property of the Company or its Subsidiaries is "tax exempt use property" within the meaning of Section 168(h) of the Code or property that the Company or its Subsidiaries will be required to treat as being owned by another person pursuant to Section 168 (f) (8) of the Internal Revenue Code of 1954, as amended, in effect immediately before the enactment of the Tax Reform Act of 1980;

(m)          There are no Tax Liens upon any property or assets of the Company or its Subsidiaries except for liens for current taxes not yet due and payable;

(n)           Each of the Company and its Subsidiaries has withheld and timely paid all taxes (including, without limitation, federal, state, local or foreign income, franchise, payroll, employee withholding and social security and unemployment taxes) required to have been withheld and paid in connection with amounts paid or owing to any employee, creditor, independent contractor, stockholder or other third party.  All Forms W-2 and 1099-series forms required to be filed with respect thereto have been timely and properly filed; and

(o)           Neither the Company nor its Subsidiaries (i) have made since January 1, 2000  any elections under Section 341(f) of the Code and (ii) have not made since January 1, 2000 any payment (and is not obligated to make any payment) that will hereafter be nondeductible under Section 280G of the Code.

Section 3.12(p) of the Company Disclosure Letter lists all income tax returns filed with respect to the Company and its Subsidiaries for taxable periods ended after December 31, 2000, indicates those income tax returns that have been audited, and indicates those income tax returns that currently are the subject of audit.  The Company has delivered to the Parent correct and complete copies of all federal income tax returns, examination reports, and statements of deficiencies assessed against or agreed to by any of the Company and its Subsidiaries since December 31, 2000 and upon completion will deliver all returns for the year ending December 31, 2005.

• 3.13         Employee Benefit Plans; ERISA .

(a)           Section 3.13 of the Company Disclosure Letter sets forth a list of (1) every Employee Program maintained by the Company or any Subsidiary thereof and (2) every Employee Program maintained at anytime within the past five years which was subject to Title IV of ERISA.  Except for the Employee Programs set forth on Section 3.13 of the Company Disclosure Letter , the Company has no liability or potential liability for any Employee Program maintained or contributed to by it, or by a current or former Affiliate.

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(b)           Except as set forth in Section 3.13 of the Company Disclosure Letter , each Employee Program which has ever been maintained by the Company or any Subsidiary thereof and which has been intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service ("IRS") regarding its qualification under such section and any such Employee Program maintained at any time since 1999 has a favorable determination letter covering GUST or is entitled to rely on a favorable opinion letter of the IRS issued to a prototype plan sponsor.  No such Employee Program has been disqualified under the applicable section of the Code from the effective date of the favorable determination letter for such Employee Program through and including the date hereof (or, if earlier, the date that all of such Employee Program’s assets were distributed).  Except as set forth in Section 3.13 of the Company Disclosure Letter , no event or omission has occurred which could cause any such Employee Program to lose its qualification or tax exemption under the applicable Code section, and to the extent any event or omission is identified in Section 3.13 of the Company Disclosure Letter , the Company has filed with the IRS for its approval of the Employee Program’s correction pursuant to the IRS Employee Plans Compliance Resolution System.

(c)           Except as set forth in Section 3.13 of the Company Disclosure Letter , there exists no failure of any party to comply with any laws, regulations, ordinances, rules, governmental policies, policy statements, orders of any federal, state or local government or governmental department or agency (including without limitation, the IRS, PUCO and the FCC) applicable with respect to any Employee Programs that have been maintained by the Company or any Subsidiary thereof.  To the extent required by applicable Laws, the Company and its Subsidiaries have complied with Section 4980B of the Code and Part 6 of Title 1 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and the regulations promulgated thereunder. Except as set forth in Section 3.13 of the Company Disclosure Letter , with respect to any Employee Program ever maintained by the Company, or any Subsidiary or Affiliate thereof, there has been no "prohibited transaction" as defined in Section 406 of ERISA or Code Section 4975, or breach of any duty under ERISA or other applicable law or any agreement which could subject the Company or its Subsidiary to liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. Except as set forth in Section 3.13 of the Company Disclosure Letter , no litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program and no facts exist which could give rise to litigation or such other proceeding. Except as set forth in Section 3.13 of the Company Disclosure Letter , no Employee Program contributed to or maintained by the Company, its Subsidiary or Affiliate thereof has participated in any voluntary correction program. Except as set forth in Section 3.13 of the Company Disclosure Letter , each Employee Program contributed to or maintained by the Company, or its Subsidiary or Affiliate thereof has been and is operated and funded in such a manner as to qualify, where relevant and applicable, for both Federal and Ohio State purposes, for income tax exclusions to its participants, tax-exempt income for its funding vehicle, and the allowance of deductions and credits with respect to contributions thereto.  No under-funded defined benefit plan determined on a plan termination basis as provided in Title IV of ERISA has ever been transferred out of the controlled group of companies (within the meaning of Section 414(b) and (c) of the Code) of which the Company is a member.

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(d)           Except as described in Section 3.13 of the Company Disclosure Letter , neither the Company, its Subsidiary nor any Affiliate thereof, has ever maintained a defined benefit pension plan under Title IV of ERISA or has incurred any liability under Title IV of ERISA which has not been paid in full prior to the date hereof.  All payments and/or contributions required to have been made (under the provisions of any agreements or other governing documents or applicable law) and all contributions for the current year which typically have been made in the past with respect to all Employee Programs maintained by the Company or any Subsidiary thereof, for all periods prior to the date hereof, either have been made or have been properly accrued in the financial statements (including, without limitation, those interim unaudited financial statements delivered pursuant to Section 6.01 hereof).  Except as described in Section 3.13 of the Company Disclosure Letter , none of the Employee Programs currently or previously maintained by the Company or any Subsidiary thereof requires any of them to provide (currently or hereafter) health care or other non-pension benefits to former employees and/or retired or partially retired (other than as required by Part 6 of subtitle B of Title I of ERISA).

(e)           With respect to each Employee Program maintained by the Company or any Subsidiary thereof within the three years preceding the date hereof, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been delivered to Parent:  (i) all documents embodying or governing such Employee Program, as they may have been amended to the date hereof, and any related funding vehicle which may exist for any such Employee Program; (ii) the most recent and any other material IRS determination letter with respect to such Employee Program and any applications for determination subsequently filed with the IRS; (iii) the IRS Forms 5500, with all applicable schedules attached thereto and any PBGC Form I filed within the three (3) years prior to the date hereof; (iv) the three most recent actuarial valuation reports completed with respect to such Employee Program; (v) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (vi) premium statements and summary pages of insurance policies related to such Employee Programs; (vii) a copy of any and all filings made with any government entity (including, but not limited to, the IRS, the Pension Benefit Guaranty Corporation (" PBGC ") and the Department of Labor) for the previous three years which relate to any such Employee Program; and (viii) each other document, explanation or communication which describes any relevant and material aspect of any such plan that is not disclosed in previously delivered materials.  A description of any unwritten Employee Program of the Company, including a description of any material terms of such Employee Program, is set forth in Section 3.13 of the Company Disclosure Letter .  With respect to each Employee Program that involves or relates to medical benefits, (a) no such plan is currently or has been, since December 31, 2002, subject to COBRA, (b) to the extent any such plan is currently or has been, since December 31, 2004, subject to any state Law providing insurance continuation or conversion benefits, there are not currently any participants continuing in such Employee Program under the provisions of such Law, and (c) based on facts known to the Company there were not, in 2005, and are not anticipated to be, in 2006 or 2007, any claims with respect to current employees, their dependents or any other participants in such medical benefit Employee Program which were or are anticipated to be in excess of $25,000 (on an aggregate basis with respect to each such participant).

(f)            Except as disclosed in Section 3.13 of the Company Disclosure Letter , no collective bargaining agreement or other contract, written or oral, with any trade or labor union,

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employees’ association or similar organization is in effect as of the date hereof with respect to any employee of the Company or any Subsidiary thereof, and neither the Company, its Subsidiaries nor any Affiliate has ever maintained, participated in, or withdrawn from any multiemployer plan, as defined in Section 3(37) of ERISA a "multiple employer plan" within the meaning of Code Section 413(c), or a "multiple employer welfare arrangement" within the meaning of Section 3(f) of ERISA.

(g)           Except as set forth in Section 3.13 of the Company Disclosure Letter , the consummation of the Merger will not result in the payment, vesting or acceleration of any benefit including, without limitation, the payment of severance, retention pay, change of control payments, or stay bonuses to any person.

(h)           No payment that is owed or that may become due to any director, officer, employee or agent of the Company or any Subsidiary thereof will be non-deductible or become subject to Tax under Section 280G or 4999 of the Code; nor will there be any obligation to "gross up" or otherwise compensate any such person because of the imposition of any Tax on a payment to such person.

(i)            Except as specifically disclosed in Section 3.13 of the Company Disclosure Letter , the Company has the right to modify and terminate any and all benefits (other than pensions) with respect to both its retired and active employees and those of any Subsidiary thereof, other than as prohibited or limited by applicable Law.

(j)            All employee and employer contributions have been timely made to all Employee Programs.

(k)           The Company has complied in a timely manner with all requirements applicable to top-heavy qualified plans, if applicable, including applicable contribution, accrual, and vesting requirements; and no qualified plan maintained or contributed to by the Company is top-heavy as of the Closing Date.

(l)            All notices including, without limitation, ERISA Section 204(h) notices required by applicable law or regulation to be given to employees or former employees of the Company or any Subsidiary thereof have been timely given, if applicable.

(m)          Except as set forth in Section 3.13 of the Company Disclosure Letter , no Employee Program of the Company has incurred an "accumulated funding deficiency" as defined in Section 302 of ERISA or Section 412 of the Code whether or not waived or has posted or is required to provide security under Code Section 4(1)(a)(29) or Section 307 of ERISA ; no event has occurred which has or could result in the imposition of a lien under Code Section 412 or Section 302 of ERISA nor has any liability to the PBGC (except for payment of premiums) been incurred or to the knowledge of the Company reportable event within the meaning of Section 4043 of ERISA occurred with respect to any such Employee Program except as disclosed in Section 3.13 of the Company Disclosure Letter .  There has been no unwaived reportable event with respect to any Employee Program of the Company; the Merger will not result in a reportable event within the meaning of Section 4043 of ERISA with respect to any

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such Employee Program and the PBGC has not threatened or taken steps to institute the termination of any such Employee Program.

(n)           With respect to all periods prior to the Closing, the applicable requirements of the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder (HIPAA), have been satisfied with respect to each affected Employee Program of the Company.

(o)           Except as set forth in Section 3.13 of the Company Disclosure Letter, no communication or disclosure has been made that at the time made, did not accurately reflect the terms and operations of the subject Employee Program of the Company.

(p)           For purposes of this Section 3.13:

• • (i)            "Employee Program" means (A) all employee benefit plans within the meaning of Section 3(1) of ERISA (including, but not limited to, employee benefit plans such as foreign or excess benefit plans which are not subject to ERISA); and (B) all stock option plans, bonus, incentive award or profit sharing plans, severance pay policies or agreements, deferred compensation agreements, supplemental income arrangements, and all other employee benefit plans, agreements, and arrangements (written or unwritten and formal or informal) not described in (A) above.

    (ii)           An entity "maintains" an Employee Program if such entity sponsors, contributes to, or provides benefits under such Employee Program, or has any obligation (by agreement or under applicable law) to contribute to or provide benefits under such Employee Program, or if such Employee Program provides benefits to or otherwise covers employees of such entity (or their spouses, dependents, or beneficiaries).

    (iii)          An entity is an "Affiliate" of the Company or any Subsidiary thereof if either (A) it would have ever been considered a single employer with the Company or its Subsidiary under Section 4001 (b) of ERISA, or (B) it would ever have been considered part of the same "controlled group" as the Company or its Subsidiary for purposes of 302 (d) (8) (C) of ERISA.

    (iv)          "GUST" means the Small Business Job Protection Act of 1996 ("SBJPA"), the Internal Revenue Service Restructuring and Reform Act of 1998 ("RRA"), the Taxpayer Relief Act of 1997 ("TRA"), the Uniformed Services Employment and Reemployment Rights Act of 1994 ("USERRA"), the General Agreement on Tariffs and Trade ("GATT") and the Community Renewal Tax Relief Act of 2000 ("CRA").

  3.14         Labor Matters .

(a)           Section 3.14(a) of the Company Disclosure Letter contains a true and complete list of names and current hourly wage, monthly salary or other compensation and benefits (including, without way of limitation, vacation and sick leave) of all directors, officers and employees of the Company or any Subsidiary thereof (all such Company or Subsidiary employees as of the date hereof, the " Company Employees ").  Section 3.14(a) of the Company

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Disclosure Letter sets forth for each such person a complete and accurate listing of all forms of compensation and benefits accrued but unpaid as of the date hereof.  Section 3.14(a) of the Company Disclosure Letter contains a true and complete listing and summary description of all employment, compensation, non-competition, severance, confidentiality, consulting and independent contractor agreements between the Company or any Subsidiary thereof and its directors, officers, employees, independent contractors and consultants.

(b)           Except as set forth in Section 3.14(b) of the Company Disclosure Letter , the Company and each Subsidiary thereof, as of the Closing, will have paid all compensation and benefits then due and owing, and shall have made provision for the payment of all forms of accrued but unpaid compensation and benefits (including, without limitation, accrued vacation and sick leave).   The Company’s policies do not permit employees to carry unused vacation or sick leave over from one calendar year to the next, and all unused vacation and sick leave is forfeited at year end.

(c)           Except as set forth in Section 3.14(c) of  the Company Disclosure Letter , the Company and its Subsidiaries have complied in all material respects with all applicable laws, rules and regulations relating to the employment of labor, including those relating to wages, hours, collective bargaining and relating to the payment and withholding of taxes, including income and social security taxes, and has withheld (and paid, or will timely pay when due, over to the appropriate authorities) all amounts required by Law or by other Contract to be withheld from the wages or salaries of its employees.  Neither the Company nor any Subsidiary thereof has any liability or obligation for any arrears of wages or benefits or any taxes or penalties for failure to comply with any of the foregoing.

(d)           Except as set forth in Section 3.14(d)(i) of the Company Disclosure Letter , the Company and its Subsidiaries are not parties to any Contract with any labor organization, nor have they agreed to, been required to or been asked to recognize or negotiate any union or other collective bargaining unit, nor has any union or other collective bargaining unit been certified as representing any of their respective employees.  Neither the Company nor any Subsidiary thereof has knowledge of any organization currently being made, pursued or threatened by or on behalf of any labor union with respect to their respective employees.  Except as set forth in Section 3.14(d)(ii) of the Company Disclosure Letter , neither the Company nor any Subsidiary thereof has, within the last three years, experienced any strike, work stoppage, slow down, lockout, grievance proceeding, claim of unfair labor practices or other significant labor difficulty of any nature, nor are any claims pending or, to the best knowledge of the Company, threatened between the Company or its Subsidiaries and any of their respective employees.

(e)           Except as set forth in Section 3.14(e)(i) of the Company Disclosure Letter , neither the Company nor any Subsidiary thereof has received notification that its current employees presently plan to terminate or otherwise resign from employment, whether by reason of the transactions contemplated hereby or otherwise.  Except as set forth in Section 3.14(e)(ii) of the Company Disclosure Letter , the employment of all persons presently employed or retained by the Company is terminable at will, and neither the Company nor any its Subsidiary thereof will be, pursuant to any current contract, arrangement or understanding (including collective bargaining agreements), applicable law, or otherwise, obligated to pay any severance pay or other benefit by reason of the voluntary or involuntary termination of employment of any

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present or former employee (including managers), consultant, independent contractor or agent, prior to, on or after the Effective Time.

• 3.15         Environmental Matters .

(a)           Each of the Company and its Subsidiaries is and has at all times been in compliance with all applicable Environmental, Health, and Safety Requirements.

(b)           Without limiting the generality of the foregoing, each of the Company and its Subsidiaries has obtained and is in compliance with all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements in connection with the use or operations on any real property or with respect to the business of each of the Company and its Subsidiaries.

(c)           Neither the Company or its Subsidiaries has received any written or oral notice, report or other information regarding, nor is the Company or any Subsidiary aware of any circumstances related to, any actual or alleged material violation of Environmental, Health, and Safety Requirements, or any material liabilities or potential liabilities to any Governmental or Regulatory Authorities or third parties under any Environmental, Health, and Safety Requirements.  None of the Company or its Subsidiaries is subject to any order, decree, injunction or lien by any Governmental or Regulatory Authority or any claim, indemnity or other agreement with any third party relating to liability under any Environmental, Health, and Safety Requirements.

(d)           The properties currently owned, leased or operated by the Company and its Subsidiaries (including soils, groundwater, surface water, buildings or other structures) are not contaminated with any Hazardous Material in such a manner or concentration that the Company would be required under any Environmental, Health and Safety Requirements to remedy the existence of such Hazardous Material.  The properties formerly owned, leased or operated by the Company or any of its Subsidiaries were not contaminated with Hazardous Material during the period of ownership or operation by the Company or any of its Subsidiaries in such a manner or concentration that the Company would be required under any Environmental, Health and Safety Requirements to remedy the existence of such Hazardous Material.  Neither the Company nor any of its Subsidiaries are or, to the knowledge of the Company, are alleged to be, subject to liability for any Release of Hazardous Material  on the property of any third party.

(e)           Except as set forth on Section 3.15(e) of the Company Disclosure Letter , none of the following exists or existed at any time during the period of ownership or use by the Company or any Subsidiary thereof at any real property or facility owned or operated by the Company or its Subsidiaries:  (1) underground storage tanks, (2) asbestos-containing material, (3) materials or equipment containing polychlorinated biphenyls,  or (4) lead-based paint, mold, fungi, bacteria or other biological material or organisms for which remediation, abatement or removal is necessary for the health, safety or welfare of persons in or about the real property or for which remediation is required under applicable Laws.

(f)            None of Company or its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or Released any Hazardous Materials in a

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manner that has given or would give rise to liabilities under applicable Environmental, Health, and Safety Requirements, including but not limited to any material liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or attorney or consultant fees under Environmental, Health, and Safety Requirements.  No Hazardous Materials have been or are now being generated, used, stored, treated or otherwise managed on real property owned or leased by the Company or any Subsidiary thereof (the " Properties "), in violation of Environmental, Health and Safety Requirements or relevant environmental permits.  For any Property at which any Hazardous Substance has ever been or is now being generated, used, stored, treated or otherwise, managed, each such activity has been and is in compliance with applicable Environmental, Health and Safety Requirements and/or environmental permits, and then only in the ordinary course of business as then conducted and in such amounts as are typical of the business of the Company or its Subsidiary.  No Hazardous Materials have been, or are being spilled, released, discharged, disposed, placed, or otherwise caused to come to be located on or in the soil, surface water or groundwater in, on or under any of the Properties, by the Company, any Subsidiary thereof or any other Person.  No Hazardous Materials have been shipped or transported from any of the Properties for treatment, storage or disposal at any other facility, by the Company or any Subsidiary thereof, or any other Person, except pursuant to and in full compliance with applicable Environmental Laws and/or relevant environmental permits.  Neither the Company nor any Subsidiary thereof has disposed, stored, treated, or sent for disposal, storage or treatment, any solid waste, pollutant, contaminant or waste (whether hazardous waste or other waste), or Hazardous Materials, except in compliance with applicable Environmental Laws and/or environmental permits, and then only to a facility which possessed a valid permit.  No environmental remediation or other environmental response is occurring or has occurred on any real property of the Company or any Subsidiary thereof nor has the Company or any Subsidiary thereof issued a request for proposal or otherwise asked an environmental remediation contractor to begin plans for such environmental remediation or other environmental response.

(g)           For purposes of this Section 3.15, the following terms shall have the following meanings:

• • (i)            " Environmental, Health, and Safety Requirements " means all federal, state, local and foreign statutes, laws (including principles or common law), regulations, ordinances, licenses, permits, approvals or restrictions concerning public health and safety, worker health and safety, natural resources and pollution or protection of the environment, including without limitation, all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of any Hazardous Material, as such requirements are enacted and in effect on or prior to the Effective Time.  By way of example and not limitation, Environmental, Health, and Safety Requirements shall specifically include the Clean Air Act, Federal Water Pollution Control Act, Resource Conservation and Recovery Act, Comprehensive Environmental Response Compensation and Liability Act, the Oil Spill Act, each as amended and in effect from time to time, and any state analogues thereto.

    (ii)           " Hazardous Material " means all pollutants, contaminants, hazardous substances, hazardous waste, toxic substances solid or special waste, and materials,

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• • petroleum and petroleum constituents, PCBs, asbestos, radon radioactive materials and any other compound, element, material or substance in any form whatsoever regulated or restricted by or under Environmental Health and Safety Requirements.

    (iii)          " Release " means the spilling, leaking, disposing, discharging, emitting, depositing, eject