AMENDED AND RESTATED SHARE EXCHANGE AGREEMENT

Exhibit 2.3

AMENDED AND RESTATED

SHARE EXCHANGE AGREEMENT

BY AND AMONG

WINDSTREAM CORPORATION,

WELSH, CARSON, ANDERSON & STOWE VIII, L.P.,

WELSH, CARSON, ANDERSON & STOWE IX, L.P.,

WCAS CAPITAL PARTNERS III, L.P.,

REGATTA HOLDING I, L.P.,

REGATTA HOLDING II, L.P.

AND

REGATTA HOLDING III, L.P.

DATED AS OF AUGUST 16, 2007

TABLE OF CONTENTS

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SHARE EXCHANGE AGREEMENT

AMENDED AND RESTATED SHARE EXCHANGE AGREEMENT, dated as of August 16, 2006 (the “ Agreement ”), by and among WINDSTREAM CORPORATION, a Delaware corporation (“ WIN ”), WELSH, CARSON, ANDERSON & STOWE VIII, L.P., a Delaware limited partnership, WELSH, CARSON, ANDERSON & STOWE IX, L.P., a Delaware limited partnership, WCAS CAPITAL PARTNERS III, L.P., a Delaware limited partnership (each a “ Parent ” and collectively, the “ Parents ”), REGATTA HOLDING I, L.P., a Delaware limited partnership, REGATTA HOLDING II, L.P., a Delaware limited partnership, REGATTA HOLDING III, L.P., a Delaware limited partnership (each a “ WCAS Sub ” and together the “ WCAS Subs ”).

RECITALS

WHEREAS, WIN is engaged through its indirect wholly-owned subsidiary, Windstream Yellow Pages, Inc., an Ohio corporation (the “ Company ”), and the Company’s wholly-owned subsidiary, Windstream Listing Management, Inc., a Pennsylvania corporation (“ WLM ” and, together with the Company, the “ Division Subsidiaries ”) in the business of designing, publishing, marketing, distributing and selling advertising in print, Internet and other directories in the United States (the “ Division ”);

WHEREAS, WIN is the record and beneficial owner of all of the shares of common stock, par value $0.01 per share (the “ Holdings Shares ”), of Windstream Regatta Holdings, Inc., a Delaware corporation newly formed by WIN for the purpose of engaging in the transactions contemplated hereby (“ Holdings ”);

WHEREAS, at or prior to the Closing (as defined herein) of the transactions contemplated hereby, (i) pursuant to certain restructuring transactions, as more fully described in Schedule I attached hereto, including one or more distributions and/or contributions of assets and/or equity securities, WIN will contribute, or cause to be contributed, to the Division Subsidiaries certain assets and liabilities related to the business of the Division and will cause the stock of the Company to be held directly by WIN (collectively, the “ Restructuring Transactions ”), and (ii) WIN will contribute, or cause to be contributed, to Holdings all of the issued and outstanding capital stock of the Company and certain other assets such that, from and after consummation of such restructuring transactions and contributions, all of the right, title and interest in and to all of the (1) assets, properties and rights primarily used by or primarily held for use in and (2) liabilities primarily associated with, in each case, the operation of the business of the Division, will be held, directly or indirectly, by Holdings, and in exchange for the contribution to Holdings, directly or indirectly, of all of the issued and outstanding capital stock of the Company, Holdings will issue to WIN the Holdings Shares, distribute to WIN the Holdings Exchange Debt (as defined herein) and pay to WIN the Special Dividend (as defined herein) (which WIN intends to distribute to stockholders and/or transfer to creditors in pursuance of the plan of reorganization that includes the Contribution) all upon the terms and subject to the conditions set forth herein (the transactions described in this clause (ii) are collectively referred to herein as the “ Contribution ”);

WHEREAS, following the consummation of the Restructuring Transactions and the Contribution, upon the terms and subject to the conditions set forth in this Agreement, at the Closing each WCAS Sub will transfer to WIN the number of shares of common stock, par value $0.0001 per share, of WIN (“ WIN Common Stock ”) set forth opposite such WCAS Sub’s name on Schedule II attached hereto in exchange for the number of Holdings Shares set forth opposite such WCAS Sub’s name on Schedule II attached hereto;

WHEREAS, the parties to this Agreement intend that the Contribution, together with the Debt Exchange (as defined herein), will qualify as a tax-free reorganization under Section 368 of the Internal Revenue Code of 1986, as amended (the “ Code ”), that the exchange of the shares of WIN Common Stock held by each WCAS Sub for the Holdings Shares at the Closing will constitute a tax–free distribution of securities pursuant to Section 355 of the Code, and that this Agreement, together with all Ancillary Agreements, will constitute a “plan of reorganization” within the meaning of Sections 361 and 368 of the Code;

WHEREAS, the respective boards of directors or comparable authorized Person or body of WIN and each WCAS Sub have approved this Agreement and the respective boards of directors of WIN, Holdings and each WCAS Sub have approved the transactions contemplated hereby, and all necessary approvals of WIN, as the sole stockholder of Holdings have been obtained;

WHEREAS, on December 12, 2006, the parties hereto entered into a Share Exchange Agreement providing for the transactions contemplated hereby (the “ Initial Agreement ”) and such parties wish to enter into this Agreement, as of the date hereof, to amend and restate, and supersede in its entirety, the Initial Agreement; and

WHEREAS, capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in Section 10.15 hereof.

TERMS

ARTICLE I

EXCHANGE

1.1 Transfer of Holdings Shares . Upon the terms and subject to the conditions of this Agreement, at the closing provided for in Section 1.3 hereof (the “ Closing ”), WIN shall convey, assign, transfer and deliver to each WCAS Sub, and each such WCAS Sub shall receive and accept from WIN, all of WIN’s right, title and interest in and to the Holdings Shares set forth opposite such WCAS Sub’s name on Schedule II attached hereto, free and clear of all liens, encumbrances, security interests, mortgages, pledges, claims and options (collectively, “ Liens ”).

1.2 Transfer of Exchanged WIN Shares . Upon the terms and subject to the conditions of this Agreement, in consideration of the aforesaid conveyance, assignment, transfer and delivery of the Holdings Shares at the Closing, each WCAS Sub shall convey, assign, transfer and deliver to WIN all of such WCAS Sub’s right, title and interest in and to the number of shares of WIN Common Stock set forth opposite such WCAS Sub’s name on Schedule II

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attached hereto, free and clear of all Liens (such shares of WIN Common Stock being collectively referred to herein as the “ Exchanged WIN Shares ”).

1.3 Closing . The Closing of the transactions contemplated by this Agreement shall take place at the offices of WIN at 4001 Rodney Parham Road, Little Rock, AR 72212, at 10:00 a.m., local time, on the date designated in writing by the Parents and the WCAS Subs pursuant to Section 2.6(a) hereof, which date shall not be prior to April 15, 2007 and shall be no later than sixty (60) days after the latest to occur of (i) the receipt by Holdings, WIN and the WCAS Subs of the Private Letter Rulings and the satisfaction of the conditions set forth in Sections 7.1(g), 7.1(h), 7.1(i), and 7.1(j) and (ii) the date on which WIN delivers to the WCAS Subs Audited Financial Statements for fiscal year 2006, as contemplated by Sections 1.4(f) and 5.9 hereof; provided that all other conditions set forth in Article VII are already satisfied or are capable of being satisfied at the Closing (subject to the satisfaction or waiver of all such conditions at the Closing), or at such other place, date and time as shall be agreed upon in writing by the parties hereto (the date on which the Closing is so scheduled to occur, the “ Closing Date ”). Notwithstanding the foregoing, the parties hereto intend that such Closing shall be deemed to be effective, and the transactions contemplated by this Agreement shall be deemed to occur simultaneously, at 11:59 p.m. on the Business Day immediately prior to the date on which the Closing actually occurs (the “ Effective Time ”).

1.4 Deliveries by WIN . Prior to or at the Closing, WIN shall deliver or cause to be delivered to each WCAS Sub the following:

(a) stock certificate(s) representing the Holdings Shares, duly endorsed or accompanied by stock powers duly executed in blank;

(b) any cash payment required to be made by WIN pursuant to Section 1.6(a) hereof, by wire transfer of immediately available funds to an account designated by the WCAS Subs at least two (2) Business Days prior to the Closing Date;

(c) each of the Ancillary Agreements, duly executed by WIN or an Affiliate of WIN;

(d) the resignations of the officers and directors of Holdings and the Division Subsidiaries specified by the WCAS Subs in the notice delivered by the WCAS Subs pursuant to Section 2.3 hereof;

(e) evidence that all Liens (other than Permitted Liens) on all properties and assets of the Division Subsidiaries have been terminated;

(f) audited consolidated balance sheets of the Division as of December 31, 2006, December 31, 2005 and December 31, 2004, and related audited consolidated statements of income and cash flows of the Division for the twelve-month periods then ended (collectively, the “ Audited Financial Statements ”);

(g) the officer’s certificate referred to in Section 7.3(c) hereof; and

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(h) all other documents, certificates, instruments or writings required to be delivered by WIN at or prior to the Closing pursuant to this Agreement.

1.5 Deliveries by the WCAS Subs . Prior to or at the Closing, the WCAS Subs shall deliver or cause to be delivered to WIN the following:

(a) stock certificate(s) representing the Exchanged WIN Shares, duly endorsed or accompanied by stock powers duly executed in blank;

(b) any cash payment required to be made by Holdings pursuant to Section 1.6(a) hereof, by wire transfer of immediately available funds to an account designated by WIN at least two (2) Business Days prior to the Closing Date;

(c) each of the Ancillary Agreements to which each WCAS Sub is a party, duly executed by each WCAS Sub;

(d) the officer’s certificate referred to in Section 7.2(c) hereof; and

(e) all other documents, certificates, instruments or other writings required to be delivered by the WCAS Subs at or prior to the Closing pursuant to this Agreement.

1.6 Net Working Capital Calculation and Adjustment .

(a) WIN shall, at least two (2) Business Days prior to the Closing Date, cause to be prepared and delivered to Holdings, with a copy to the WCAS Subs, a statement setting forth WIN’s good faith estimate as of the Effective Time of (i) the Net Working Capital of the Division (the “ Estimated Net Working Capital ”) and the components and calculation thereof; and (ii) the Division Indebtedness (the “ Estimated Division Indebtedness ”). As used herein, “ Net Working Capital ” shall mean (A) the sum of all current assets (other than (i) unbilled receivables, (ii) intercompany accounts receivable and (iii) directories in process) of the Division, as well as any Holdings Financing Expenses that have been incurred or paid by or on behalf of WIN or any of its Subsidiaries or Affiliates prior to the Effective Time, other than any such Holdings Financing Expenses that will remain liabilities or obligations of Holdings or the Division Subsidiaries after the Effective Time, less (B) the sum of all current liabilities (other than (i) all affiliates payable, including dividends accrued, (ii) publishing rights, and (iii) other deferred revenue), including any WIN Transaction Expenses that will remain liabilities or obligations of Holdings or the Division Subsidiaries after the Effective Time, but excluding any Holdings Financing Expenses that will remain liabilities or obligations of Holdings or the Division Subsidiaries after the Effective Time), of the Division, in each case determined in all respects in accordance with GAAP and in a manner consistent with all accounting principles, practices, methodologies and policies used in the preparation of the Financial Statements. For the avoidance of doubt, Net Working Capital shall be calculated prior to the application of any purchase accounting adjustments. If the Estimated Net Working Capital is greater than the Target Net Working Capital, then Holdings shall pay to WIN an amount in cash at the Closing equal to such excess; or (B) if the Estimated Net Working Capital is less than the Target Net Working Capital, then WIN shall pay to Holdings an amount in cash at the Closing equal to such

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deficit. WIN shall also pay to Holdings an amount in cash at the Closing equal to the Estimated Division Indebtedness.

(b) Within sixty (60) days after the Closing Date, Holdings shall cause to be prepared and delivered to WIN, with a copy to the WCAS Subs, a statement (the “ Statement ”) setting forth (i) the Net Working Capital, as of the Effective Time (the “ Actual Net Working Capital ”) and the amount by which the Actual Net Working Capital (A) exceeds the Estimated Net Working Capital (any such excess amount, the “ Working Capital Excess Amount ”) or (B) is less than the Estimated Net Working Capital (any such deficiency amount, the “ Working Capital Deficiency Amount ”); and (ii) the Division Indebtedness, as of the Effective Time (the “ Actual Division Indebtedness ”) and the amount by which the Actual Division Indebtedness (A) exceeds the Estimated Division Indebtedness (any such excess amount, the “ WIN Division Indebtedness Excess Amount ”) or (B) are less than the Estimated Division Indebtedness (any such deficiency amount, the “ WIN Division Indebtedness Deficiency Amount ”). Subject to Sections 1.6(c), (d) and (e) hereof, (i) Holdings shall, and the WCAS Subs shall cause Holdings to, pay to WIN the amount of any Working Capital Excess Amount and/or WIN Division Indebtedness Deficiency Amount and (ii) WIN shall pay to Holdings the amount of any Working Capital Deficiency Amount or any WIN Division Indebtedness Excess Amount, in each case, as finally determined pursuant to this Section 1.6. To the extent that netting the payments referenced in the preceding sentence results in a net payment by Holdings to WIN, the amount of such net payment shall be referred to herein as the “ Excess Amount ” and, to the extent that netting the payments referenced in the preceding sentence results in a net payment by WIN to Holdings, the amount of such net payment shall be referred to herein as the “ Deficiency Amount .” The Statement shall be prepared in accordance with GAAP utilizing the accounting principles, practices, methodologies and policies used in the preparation of the Financial Statements.

(c) After receipt of the Statement, WIN shall have twenty (20) Business Days to review the Statement together with the workpapers used in its preparation. The Statement shall become final, conclusive and binding upon the parties on the twentieth Business Day following receipt thereof by WIN unless WIN gives written notice of its disagreement (a “ Notice of Disagreement ”) to Holdings prior to such date. Holdings shall, and the WCAS Subs shall cause Holdings to, give WIN and its representatives reasonable access, during normal business hours of Holdings, to all personnel, books and records of the Division as reasonably requested by WIN to assist it in its preparation of the Notice of Disagreement. Any Notice of Disagreement shall (i) specify in reasonable detail the nature and amount of any disagreement so asserted, (ii) WIN’s calculation of the Net Working Capital as of the Effective Time, and (iii) WIN’s calculation of the amount of Division Indebtedness as of the Effective Time. In the event that WIN delivers a Notice of Disagreement to Holdings within the foregoing twenty (20) Business Day period, then the Statement shall become final, conclusive and binding upon the parties hereto on the date such parties resolve in writing any differences they have with respect to any matter properly included in the Notice of Disagreement pursuant to the dispute resolution procedures set forth herein or by mutual agreement of the parties. During the twenty (20) Business Days immediately following the receipt by Holdings of a Notice of Disagreement, the respective Chief Financial Officers of Holdings and WIN shall negotiate in good faith to resolve any issues properly included in a Notice of Disagreement. During such period, Holdings shall have full access to the work papers of WIN prepared in connection with WIN’s preparation of

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the Notice of Disagreement. At the end of such 20-Business Day period, at the request of WIN or Holdings, any and all matters which remain in dispute and which were included in the Notice of Disagreement shall be submitted to KPMG LLP (the “ Accounting Firm ”) for a binding resolution. The fees and expenses of the Accounting Firm shall be paid one-half by WIN and one-half by Holdings and the WCAS Subs.

(d) The Accounting Firm shall determine and report in writing to WIN and Holdings, with a copy to the WCAS Subs, as to the resolution of all disputed matters submitted to the Accounting Firm and the effect of such determinations on the Statement within ten (10) Business Days after such submission or such longer period as the Accounting Firm may reasonably require, and such determinations shall be final, conclusive and binding as to WIN, Holdings and their respective Affiliates, including the WCAS Subs. In resolving any disputed item, the Accounting Firm, acting in the capacity of an expert and not as an arbitrator: (i) shall limit its review to matters specifically set forth in such Notice of Disagreement delivered pursuant to Section 1.6(c) as a disputed item (other than matters thereafter resolved by mutual written agreement of WIN and Holdings), (ii) shall further limit its review to whether the calculation of any such disputed item is mathematically accurate and has been prepared in accordance with GAAP utilizing the accounting principles, practices, methodologies and policies used in preparation of the Financial Statements, and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by any other party in the Statement or the Notice of Disagreement delivered pursuant to Section 1.6(c). WIN and Holdings shall, and the WCAS Subs shall cause Holdings to, each furnish to the Accounting Firm such workpapers and other documents and information relating to the disputed issues, and shall provide interviews and answer questions, as the Accounting Firm may reasonably request.

(e) At such time as the Statement becomes final, conclusive and binding upon WIN, Holdings and their respective Affiliates, including the WCAS Subs, in accordance with this Section 1.6, the Statement shall become the “ Conclusive Statement ”. If the Conclusive Statement contains a Deficiency Amount, then WIN shall pay to Holdings an amount in cash equal to such Deficiency Amount. If the Conclusive Statement contains an Excess Amount, then Holdings shall, and the WCAS Subs shall cause Holdings to, pay to WIN an amount in cash equal to such Excess Amount. All payments to be made pursuant to this Section 1.6 shall be made on the second Business Day following the date on which the Statement becomes the Conclusive Statement pursuant to this Section 1.6. Any payment required to be made by WIN or Holdings pursuant to this Section 1.6 shall bear interest from the date such payment is finally determined pursuant to Section 1.6(c) or (e), as applicable, through the date of payment at the Interest Rate, and shall be payable by wire transfer of immediately available funds to an account or accounts designated by the party entitled to receive such funds prior to the date when such payment is due.

(f) For purposes of this Agreement, Taxes (including deferred Tax assets and liabilities) shall not be included as assets or liabilities for purposes of determining Estimated Net Working Capital or Actual Net Working Capital. Liabilities, assets, pre-payments, refunds and credits with respect to Taxes shall be governed by and allocated solely in accordance with the Tax Sharing Agreement.

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ARTICLE II

RELATED MATTERS

2.1 Ancillary Agreements . Prior to or at the Closing, WIN and the WCAS Subs (or the respective Subsidiaries or Affiliates of WIN and the WCAS Subs identified in the clauses below) shall enter into the following ancillary agreements, substantially in the form of the agreements set forth in Exhibit A , Exhibit B , Exhibit C , Exhibits D1 and D2 and Exhibit E , respectively[, it being acknowledged and agreed that certain exhibits and schedules to, and terms and provisions of (including the list of transition services to be provided under the WIN Transition Services Agreement), the forms of Ancillary Agreements attached to this Agreement, as and to the extent noted in such Exhibits, are preliminary in nature and the Parties shall use their respective reasonable best efforts to develop and agree upon definitive versions of such exhibits, schedules, terms and provisions prior to the Closing:

(a) Publishing Agreement among WIN, the WCAS Subs and the Company, substantially in the form of the agreement set forth in Exhibit A attached hereto, pursuant to which, among other things, WIN will name the Company as its exclusive official print directory publisher of print listings and classified advertisements of its wireline telephone customers in the geographic areas in which WIN or its Affiliates are the incumbent telecom provider as of the date of this Agreement for a period of 50 years, all upon the terms and subject to the conditions set forth therein (the “ Publishing Agreement ”);

(b) Transition Services Agreement between WIN (or one or more of its designated Affiliates) and one or more of the Division Subsidiaries, substantially in the form of the agreement set forth in Exhibit B attached hereto, pursuant to which, among other things, WIN will provide, or cause to be provided, to the Division certain transition services, as set forth therein, for the time periods set forth therein, upon the terms and subject to the conditions set forth therein (the “ WIN Transition Services Agreement ”);

(c) Billing and Collection Agreement between Windstream Communications, Inc. and one or more of the Division Subsidiaries, substantially in the form of the agreement set forth in Exhibit C attached hereto, pursuant to which, among other things, WIN will provide, or cause to be provided, to the Division certain billing services (including certain limited pre-delinquency collection services), as set forth therein, for the time periods set forth therein, upon the terms and subject to the conditions set forth therein (the “ Billing Agreement ”);

(d) Lease Agreements between WIN (or one or more of its designated Affiliates) and one or more of the Division Subsidiaries, substantially in the form of the agreements set forth in Exhibits D1 and D2 attached hereto, pursuant to which, among other things, WIN will lease to the Division certain Real Property (the “ Lease Agreements ”); and

(e) Tax Sharing Agreement among WIN, Holdings and the WCAS Subs, substantially in the form of the agreement set forth in Exhibit E attached hereto, pursuant to which, among other things, WIN, Holdings and the WCAS Subs will agree upon the allocation of responsibility for certain Taxes arising before and after the Effective Time, agree to indemnify

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each other for certain related liabilities and provide for certain covenants and agreements relating to Taxes (the “ Tax Sharing Agreement ” and, collectively with the Publishing Agreement, the WIN Transition Services Agreement, the Billing Agreement and the Lease Agreements, the “ Ancillary Agreements ”).

2.2 Intercompany Obligations; Affiliate Agreements; Certain Other Intercompany Matters .

(a) Except as set forth on Section 2.2(a) of the disclosure letter delivered by WIN to the WCAS Subs contemporaneously with the execution of this Agreement and attached hereto and made a part hereof (the “ Disclosure Letter ”), as of the Closing Date, WIN, Holdings and any Division Subsidiaries shall cause all Intercompany Agreements to be terminated in all respects such that there is no cost or liability thereunder on the part of Holdings or any Division Subsidiary.

(b) In furtherance and not in limitation of subsection (a) of this Section 2.2 or any other provision of this Agreement, all Intercompany Indebtedness outstanding on the date hereof and not repaid at or prior to the Closing or incurred after the date hereof and not repaid at or prior to Closing shall be cancelled, or, at WIN’s election, contributed to Holdings or one of the Division Subsidiaries, immediately prior to the Closing such that, at the Effective Time, no such Intercompany Indebtedness shall be outstanding. As used herein, the term “ Intercompany Indebtedness ” shall mean, without duplication, (a) the aggregate principal amount of all indebtedness for borrowed money, including all indebtedness evidenced by a note, bond, debenture or similar instrument, together with accrued and unpaid interest thereon, and (b) all accounts payable, in each case, between Holdings or any Division Subsidiary, on the one hand, and WIN or any of its Subsidiaries or Affiliates (other than Holdings or any Division Subsidiary), on the other hand.

(c) Except as provided in the Ancillary Agreements or as set forth on Section 2.2(c) of the Disclosure Letter, on or prior to the Closing Date, all data processing, accounting, insurance, banking, personnel, legal, tax, communications and other products or services provided to Holdings or any Division Subsidiary (i) by WIN or any of its Subsidiaries or Affiliates (other than Holdings or any Division Subsidiary), (ii) pursuant to any contract between WIN or any of its Subsidiaries or Affiliates (other than Holdings or any Division Subsidiary) and any third party under which goods or services are provided to any Division Subsidiary and which would constitute a Material Contract if any Division Subsidiary were a party to or bound by such contract as of the date hereof, or (iii) by Holdings or either Division Subsidiary to WIN or any of its Subsidiaries or Affiliates (other than Holdings or any other Division Subsidiary), including any agreements or understandings (written or oral) with respect thereto, will terminate or (in the case of clause (ii) above), subject to receiving any required consents , be assigned in whole (in the case of contracts relating solely to the business of the Division Subsidiaries) or in part (in the case of contracts not relating solely to the business of the Division Subsidiaries) to one or more of the Division Subsidiaries. On and after the Closing Date, the WCAS Subs shall be solely responsible for the operation of the Division, except as otherwise specifically provided in the WIN Transition Services Agreement or any of the other Ancillary Agreements.

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2.3 Resignations . At the Closing, to the extent requested in writing by the WCAS Subs at least five (5) Business Days prior to the Closing Date, WIN shall cause to be delivered to the WCAS Subs and the Company duly executed resignations from the officers and directors of Holdings and each Division Subsidiary specified by the WCAS Subs, effective as of the Closing, and shall take such other action as is necessary to accomplish the foregoing.

2.4 Guaranties . WIN shall use its commercially reasonable efforts to cause the release in respect of all obligations of Holdings or the Division Subsidiaries under each of the guaranties, letters of credit and similar obligations of Holdings or the Division Subsidiaries (including leases of real and personal property) for the benefit of WIN or any of its Subsidiaries or Affiliates (other than Holdings or the Division Subsidiaries) or any supplements, amendments or modifications thereto in accordance with this Agreement (collectively, the “ Guaranties ”), all of which Guaranties are set forth in Section 2.4 of the Disclosure Letter. WIN shall take all actions that are necessary to comply with this Section 2.4 as promptly as practicable after the date hereof and shall keep the WCAS Subs reasonably informed of any developments associated therewith. Section 2.4 of the Disclosure Letter sets forth a list of all Guaranties of Holdings or the Division Subsidiaries.

2.5 Related Transactions .

(a) At or prior to the Effective Time, WIN shall, or shall cause its Subsidiaries to, consummate the following related transactions:

(i) WIN shall consummate the Restructuring Transactions and the Contribution;

(ii) In consideration of the Contribution, WIN shall cause Holdings to issue to WIN certain debt obligations of Holdings, having substantially the terms set forth in Exhibit F attached hereto (the “ Holdings Exchange Debt ”), in an aggregate principal amount equal to Two-Hundred Fifty Million Five Hundred Thousand Dollars ($250,500,000) less the amount of the Special Dividend paid by Holdings to WIN pursuant to Section 2.5(a)(iii) hereof; and

(iii) WIN shall cause Holdings to distribute to WIN, as a special dividend (the “ Special Dividend ”), cash in an amount not in excess of WIN’s tax basis in the Division Subsidiaries as of the date of such Special Dividend (which WIN intends to distribute to its stockholders and/or transfer to creditors in pursuance of the plan of reorganization that includes the Contribution), as set forth in a written notice to be delivered by WIN to Holdings and the WCAS Subs not less than 40 days prior to the Closing.

(b) At or prior to the Effective Time, but after completion of the actions contemplated in Section 2.5(a) hereof, WIN shall use its reasonable best efforts to: (i) enter into all necessary or appropriate arrangements regarding the exchange of, and, provided an exchange agreement is entered into among WIN and holders of outstanding WIN Debt, effect the exchange of, the Holdings Exchange Debt for outstanding WIN debt obligations (the “ WIN Debt ”) held by one or more creditors of WIN (the “ Debt Exchange ”); (ii) enter into all necessary

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or appropriate arrangements regarding the sale of, and effect the sale of, the WIN Debt expected to be received by WIN in the Debt Exchange for cash in an amount equal to the aggregate Fair Market Value of the WIN Debt as of the date of such sale; and (iii) immediately thereafter use the cash proceeds expected to be received by WIN pursuant to clause (ii) immediately above to retire such WIN Debt.

2.6 Coordination of Holdings Financing and Debt Exchange .

(a) WIN and the WCAS Subs shall, and the Parents shall cause the WCAS Subs to, cooperate with respect to and use their respective reasonable best efforts to effect the issuance and expected subsequent sale by creditors of WIN of the Holdings Exchange Debt, the implementation of a new senior credit agreement for Holdings pursuant to which the Holdings Exchange Debt may be incurred (the “ Holdings Credit Agreement ”) and/or the issuance and sale of certain Senior Subordinated Notes of Holdings, in each case, substantially on the terms set forth in Exhibit F attached hereto, and the issuance and sale of such Indebtedness of Holdings as may be necessary or desirable in order to enable Holdings to pay the Special Dividend and WIN to consummate the Debt Exchange (collectively, the “ Holdings Financing ”). The WCAS Subs shall be responsible for the selection of the lenders under the Holdings Credit Agreement, the syndication and placement of the Holdings Exchange Debt or, if applicable, the selection of the initial purchasers for the offering and placement of the Holdings Exchange Debt and the negotiation of all related documentation, including the preparation of all offering memoranda, private placement memoranda, prospectuses and similar documents deemed reasonably necessary by the WCAS Subs to be used in connection with consummating the Holdings Financing and the expected sale of the Holdings Exchange Debt. WIN shall be responsible, in coordination with the WCAS Subs, for the identification and selection of the WIN creditors with which any Debt Exchange shall be effected and the preparation of all related documentation; provided , however , that the terms of the Debt Exchange, including all related documentation, the aggregate principal amount of WIN Indebtedness to be received by WIN in exchange for the Holdings Exchange Debt and all other material terms and conditions of the Debt Exchange shall be negotiated solely by WIN; and provided further , that the Debt Exchange shall be effected in all respects in a manner consistent with the terms of the Private Letter Rulings; and provided further that the WCAS Subs shall not be deemed to act as agents of WIN in connection with the Debt Exchange. WIN, each of the Parents and each of the WCAS Subs hereby acknowledge and agree that (i) Holdings shall incur the Holdings Exchange Debt, in consideration of the Contribution, on such date as the WCAS Subs shall designate following the latest to occur of (A) receipt by WIN, Holdings and the WCAS Subs of the Private Letter Rulings and the satisfaction of the conditions set forth in Sections 7.1(g), 7.1(h), 7.1(i), and 7.1(j) hereof and (B) the date on which WIN delivers to the WCAS Subs Audited Financial Statements for fiscal year 2006, as contemplated by Sections 1.4(f) and 5.9 hereof, but in any event within sixty (60) days thereafter (with the Parents and the WCAS Subs to notify WIN in writing of the projected Closing Date not less than five (5) Business Days prior thereto, provided, however, that, notwithstanding the foregoing, the Closing shall not take place prior to April 15, 2007), and (ii) the Holdings Exchange Debt shall be issued on such terms as will enable WIN, upon receipt of the Holdings Exchange Debt, to exchange such Holdings Exchange Debt for an equivalent Fair Market Value of WIN Indebtedness held by WIN’s creditors. Without limiting the generality of this Section 2.6(a), WIN shall, and WIN shall cause Holdings to, issue the Holdings Exchange Debt in accordance with the immediately preceding sentence, subject to the

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responsibilities of the WCAS Subs set forth in the second sentence of this Section 2.6(a). The parties hereto further acknowledge and agree that Holdings shall issue the Holdings Exchange Debt on such prevailing terms, including with respect to applicable interest rate and covenants, as are then available, and adverse changes in such prevailing terms shall not excuse any of the parties from proceeding with the issuance of the Holdings Exchange Debt in accordance with this Section 2.6(a).

(b) WIN shall, and shall cause Holdings and each of the Division Subsidiaries to, use its reasonable best efforts to cause the respective employees, accountants, counsel and other representatives of WIN and Holdings to reasonably cooperate with the WCAS Subs and their representatives in carrying out the transactions contemplated by the Holdings Financing and in delivering all documents and instruments deemed reasonably necessary by the WCAS Subs (including providing standard accountants’ “comfort” letters and legal opinions and otherwise cooperating and assisting in satisfying the conditions to the Holdings Financing and assisting with the consummation of the Holdings Financing, including by (i) participating in meetings, drafting sessions, due diligence sessions, management presentation sessions, “road shows” and sessions with rating agencies in connection with the syndication or marketing of the Holdings Credit Agreement and the expected consummation of the placement and sale of the Holdings Exchange Debt received by the exchanging creditors in the Debt Exchange and any other debt securities of Holdings that may be issued or sold to finance the payment of the Special Dividend (collectively, the “ Holdings Debt Offering ”), (ii) providing direct contact between prospective lenders and the officers and directors of each of WIN and Holdings, (iii) preparing business projections and financial statements, (iv) assisting in the preparation by the WCAS Subs of offering memoranda, private placement memoranda, prospectuses and similar documents deemed reasonably necessary by the WCAS Subs to be used in connection with consummating the Holdings Financing, (v) executing and delivering all documents and instruments deemed reasonably necessary by the WCAS Subs, including any underwriting or placement agreements, pledge and security documents, other definitive financing documents, including any indemnity agreements, or other requested certificates or documents, legal opinions, engineering reports, environmental assessment reports, surveys and title insurance as may be reasonably requested by the WCAS Subs, providing that Holdings and the Division Subsidiaries, and not WIN, shall enter into the agreements and instruments contemplated by this clause (v), (vi) disclosing the Holdings Financing, as required under the Securities Act and the Exchange Act, in any registration statement and any other filings to be made with the Securities and Exchange Commission, and (vii) taking all other actions reasonably necessary in connection with the Holdings Financing). Notwithstanding anything to the contrary contained herein, the expected sale by WIN creditors of the Holdings Exchange Notes shall be in a transaction exempt from the registration requirements of the Securities Act and, prior to the Effective Time, Holdings shall not be required to, and WIN shall have no obligation to cause Holdings to, register the WIN Exchange Notes or any other Holdings Debt Securities under the Securities Act.

2.7 Private Letter Rulings . WIN shall, and WIN shall cause Holdings and the Division Subsidiaries to, and the WCAS Subs shall, use their respective reasonable best efforts to obtain the Private Letter Rulings, substantially on the terms set forth in, and otherwise in accordance with, the Tax Sharing Agreement, as soon as practicable after the date of this Agreement. WIN and Holdings shall be responsible in the first instance for the preparation of all memoranda, ruling requests, correspondence and other submissions to the IRS in connection

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with obtaining the Private Letter Rulings; provided that the WCAS Subs shall be responsible in the first instance for the preparation of all memoranda, ruling requests, correspondence and other submissions to the IRS that relate principally to those portions of the Private Letter Rulings that pertain principally to the WCAS Subs. Each party shall have the right to be provided a reasonable period in advance of submission, to review, and to approve, materials prepared by the other party, such approval not to be unreasonably withheld, delayed or conditioned. Each party shall provide the other party with copies of all memoranda, ruling requests, correspondence or other submissions as filed with the IRS promptly following the filing thereof. Each of WIN and the WCAS Subs shall have the right to participate fully in the process of obtaining the Private Letter Rulings, including attending meetings and participating in conference calls with the IRS. Each of WIN, on the one hand, and the WCAS Subs, on the other hand, shall use its reasonable best efforts to cause its respective employees, accountants, counsel and other representatives reasonably to cooperate with the other party and its representatives in obtaining the Private Letter Rulings, including by (i) participating in meetings and conference calls with the IRS, (ii) assisting in the preparation of all memoranda, ruling requests, correspondence and other submissions that are deemed reasonably necessary or desirable by either party in connection with obtaining the Private Letter Rulings, (iii) executing and delivering customary documents and instruments (such as penalties of perjury statements) that are deemed reasonably necessary by either party in connection with obtaining the Private Letter Rulings, and (iv) taking other actions reasonably necessary in connection with obtaining the Private Letter Rulings.

2.8 Termination of Forward Underwriting Commitment . In the event that the IRS determines pursuant to, or in connection with its consideration of, one or more of the Private Letter Rulings requested from the IRS pursuant to Section 2.7 that the Forward Underwriting Commitment contemplated under the Commitment Letter is inconsistent with such Private Letter Ruling(s) or that the IRS will not be able to issue any or all of the Private Letter Rulings to the extent that the Forward Underwriting Commitment is in effect, then the WCAS Subs shall terminate, and the Parents shall cause the WCAS Subs to terminate, the Commitment Letter effective immediately, such that the Parties will proceed with the transactions contemplated by this Agreement without the benefit of the Forward Underwriting Commitment.

2.9 Repayment of Division Indebtedness . Prior to or at the Effective Time, WIN shall repay, or cause to be repaid, or assume, or cause to be assumed, all Indebtedness of Holdings and the Division Subsidiaries other than the Holdings Exchange Debt and any other Indebtedness incurred by Holdings in order to enable Holdings to pay the Special Dividend.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF WIN

Except as set forth in the Disclosure Letter (as updated pursuant to Section 5.7 hereof) (with specific reference to the particular Section or subsection of this Agreement to which the information set forth in such disclosure letter relates; provided , that any information set forth in one section of the Disclosure Letter shall be deemed to apply to each other Section or subsection thereof or hereof to which its relevance is readily apparent on its face), WIN hereby represents and warrants to the WCAS Subs and the Parents as of the date of the Initial Agreement (except to the extent any such representation or warranty is made as of an earlier

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date, in which case, as of such earlier date) and as of the Closing Date (as though then made and as though the Closing Date were substituted for the date of this Agreement throughout this Article III, except to the extent any such representation or warranty is made as of an earlier date, in which case, as of such earlier date) as follows:

3.1 Authority . WIN has all requisite corporate power and corporate authority to enter into this Agreement, and WIN, Holdings and each of the Division Subsidiaries have all requisite corporate power and authority to enter into such of the Ancillary Agreements to which they are respectively party and to perform their obligations hereunder and thereunder and WIN, Holdings and each of the Division Subsidiaries have all requisite corporate power and authority to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by WIN of this Agreement and by WIN, Holdings and each of the Division Subsidiaries of such Ancillary Agreements to which they are respectively a party, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of WIN, Holdings and each such Division Subsidiary, as applicable. This Agreement has been (and each such Ancillary Agreement upon execution and delivery will be) duly executed and delivered by each such party thereto and constitutes (and each such Ancillary Agreement, upon execution and delivery, will constitute) a valid and binding obligation of WIN, Holdings and the Division Subsidiary party thereto, as applicable, enforceable against WIN, Holdings or such Division Subsidiary, as applicable, in accordance with its and their respective terms, except that (i) such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other Laws, now or hereafter in effect, relating to or limiting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

3.2 Title to Holdings Shares . WIN has good and valid title to the Holdings Shares, free and clear of all Liens, and upon delivery to the WCAS Subs at the Closing of certificates representing the Holdings Shares, duly endorsed by WIN for transfer to the WCAS Subs or accompanied by stock powers duly executed in blank, and upon receipt by WIN of the Exchanged WIN Shares and any cash payment required to be made by the WCAS Subs pursuant to Section 1.6(a) hereof, good and valid title to the Holdings Shares will pass to each WCAS Sub, respectively, free and clear of any Liens. Other than this Agreement, the Holdings Shares are not subject to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding, including any such contract, agreement, arrangement, commitment or understanding restricting or otherwise relating to the voting, dividend rights or disposition of the Holdings Shares.

3.3 Organization and Qualification . WIN, Holdings and each of the Division Subsidiaries are, in all material respects, duly organized, validly existing and in good standing under the Laws of the jurisdiction listed as its jurisdiction of incorporation in Section 3.3 of the Disclosure Letter and has all requisite corporate power and authority to own, lease and operate the properties it owns, leases or operates and to conduct its business as conducted on the date hereof. WIN, Holdings and each of the Division Subsidiaries is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such

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qualification necessary, except in those jurisdictions where the failure to be so duly qualified or licensed and in good standing would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.

3.4 Capitalization of Holdings . The authorized capital stock of Holdings consists of 10,000 shares of common stock, par value $0.01 per share, of which 1,000 shares, constituting the Holdings Shares, are validly issued and outstanding, fully paid and nonassessable. The Holdings Shares are owned of record and beneficially by WIN. Such Holdings Shares have not been issued in violation of, and are not subject to, any preemptive, subscription or similar rights. Except for the Holdings Shares, there are no shares of capital stock or other equity securities of Holdings outstanding. There are no outstanding warrants, options, “phantom” stock rights, agreements, convertible or exchangeable securities or other commitments pursuant to which WIN or any of its Affiliates (including Holdings) is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of Holdings, or which give any Person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of shares of capital stock of Holdings. There are no outstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters which stockholders of Holdings may vote upon.

3.5 Capitalization of the Division Subsidiaries . The authorized capital stock of the Company consists of 750 shares of common stock, par value $0.10 per share, of which 100 shares are validly issued and outstanding, fully paid and nonassessable (the “ Company Shares ”) and the authorized capital stock of WLM consists of 750 shares of capital stock, of which 100 shares are validly issued and outstanding, fully paid and nonassessable (the “ WLM Shares ” and, collectively with the Company Shares, the “ Subsidiary Shares ”). Immediately prior to the Closing, the Subsidiary Shares will be owned of record and beneficially by Holdings, in the case of the Company Shares, and the Company, in the case of the WLM Shares. Such Subsidiary Shares have not been issued in violation of, and are not subject to, any preemptive, subscription or similar rights. There are no outstanding warrants, puts, calls, options, “phantom” stock rights, agreements, convertible or exchangeable securities or other commitments pursuant to which WIN or any of its Affiliates is or may become obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of the Company or WLM or which give any Person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of the Subsidiary Shares. With respect to the Division Subsidiaries, there are no outstanding bonds, debentures, notes or other indebtedness having the right to vote on any matters which stockholders of any of the Division Subsidiaries may vote.

3.6 No Violation; Consents and Approvals .

(a) Assuming receipt of those approvals and consents set forth in Section 3.6(b) of the Disclosure Letter, the execution and delivery by WIN of this Agreement and by WIN, Holdings and the Division Subsidiaries of such of the Ancillary Agreements to which WIN, Holdings and each such Division Subsidiary is a party do not in any material respect, and the performance of their respective obligations hereunder and thereunder and compliance with the terms hereof and thereof will not in any material respect, conflict with, or result in any violation of or default under, or give rise to a right of termination or cancellation, or result in the creation of any Lien upon any of the material properties or assets of WIN, Holdings

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or the Division Subsidiaries under, (i) any provision of the certificate of incorporation or bylaws of WIN, Holdings or any of the Division Subsidiaries, (ii) any material judgment, order or decree, or Law applicable to WIN, Holdings or any of the Division Subsidiaries, or (iii) any material note, bond, indenture, Real Property Lease, permit, franchise or other instrument or obligation, or any Material Contract, to which WIN, Holdings or any of the Division Subsidiaries is a party or by or to which WIN, Holdings or any of the Division Subsidiaries or any of their respective properties or assets is bound or subject, but excluding any contracts, agreements or arrangements as are listed in Section 6.2 of the Disclosure Letter.

(b) Other than those arising under any contracts, agreements or arrangements as are listed in Section 6.2 of the Disclosure Letter, no material consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity, or any third party, is required to be obtained or made by or with respect to WIN, Holdings or any of the Division Subsidiaries in connection with the execution and delivery of this Agreement or such of the Ancillary Agreements to which WIN, Holdings or each such Division Subsidiary is a party, or the consummation by WIN, Holdings or each such Division Subsidiary of the transactions contemplated hereby, except: (i) compliance with and filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”) and (ii) compliance with and filings under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).

3.7 Financial Statements; Undisclosed Liabilities .

(a) Section 3.7 of the Disclosure Letter contains the unaudited consolidated balance sheets of the Division as of December 31, 2005 and as of December 31, 2004 (the “ Balance Sheets ”), and the related unaudited consolidated statements of income and cash flows of the Division for the twelve-month periods then ended (collectively, with the Balance Sheets, the “ Annual Financial Statements ”). Section 3.7 of the Disclosure Letter also contains the unaudited interim consolidated balance sheets of the Division as of September 30, 2005 and September 30, 2006 (the “ Interim Balance Sheets ”) and the related unaudited interim consolidated statements of income and cash flows for the nine-month periods then ended (collectively, with the Interim Balance Sheets, the “ Interim Financial Statements ” and, collectively with the Annual Financial Statements, the “ Financial Statements ”). The Financial Statements (i) have been prepared from and are consistent with the books and records of the Division Subsidiaries, (ii) have been prepared in accordance with GAAP, consistently applied, throughout the periods presented (except for adjustments or other matters disclosed therein and for the absence of footnotes, and, in the case of the Interim Financial Statements, subject to normal year-end adjustments) and (iii) present fairly in all material respects the financial condition and results of operations and cash flows of the Division as of such dates and for the periods presented.

(b) Except for liabilities or obligations (i) disclosed in the Financial Statements or the notes thereto, (ii) incurred in the ordinary course of business and consistent with past practice since the date of the most recent Interim Balance Sheet or (iii) disclosed in the Disclosure Letter (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit and which would be material to the business of the Division taken as a whole, either individually or in the aggregate), neither Holdings nor any of the Division Subsidiaries has incurred any liabilities (whether accrued, contingent, absolute,

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determined, determinable or otherwise) of a nature required to be set forth or reflected in a consolidated balance sheet of the Division prepared in accordance with GAAP.

(c) When delivered pursuant to Section 1.4(f) hereof, the Audited Financial Statements (i) will have been prepared from the books and records of the Division Subsidiaries, (ii) will have been prepared in accordance with GAAP, consistently applied, throughout the periods presented (except for adjustments or other matters disclosed therein) and (iii) will present fairly in all material respects the financial condition and results of operations of the Division as of such dates and for the periods presented.

3.8 Absence of Certain Changes or Events . Except as otherwise contemplated by this Agreement, during the period from September 30, 2006 to the date of the Initial Agreement, (a) WIN has operated the Division in the ordinary course of business, consistent with past practice, (b) there have not been any changes in the business, assets, liabilities, results of operations or financial condition of the Division Subsidiaries which in the aggregate have had or are reasonably likely to have a Company Material Adverse Effect, and (c) neither Holdings nor the Division Subsidiaries have engaged in or taken any action which, if taken between the date hereof and the Closing Date, would be prohibited by Sections 5.1(a), (e), (f), (g), (h), (j), (l), (o), (q), (r) or (t) hereof.

3.9 Title to Personal Property . The Division Subsidiaries have, in all material respects, good and valid title to, or a valid and enforceable right to use, all material personal property (whether tangible or intangible, but excluding Intellectual Property Rights) which is necessary for the operation of the Division substantially as operated on the date hereof (the “ Personal Property ”) (except such as have been sold or otherwise disposed of after the date hereof in the ordinary course of business or in accordance with Section 5.1 hereof), in each case, free and clear of all Liens, other than Permitted Liens.

3.10 Title to Real Property . Section 3.10 of the Disclosure Letter sets forth: (i) a true and complete list of all Owned Real Property and (ii) a true and complete list of all Real Property Leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) including the expiration of the lease term, the names of the parties thereto and the address of each parcel of Leased Real Property.

(b) With respect to each Owned Real Property: (A) the Division Subsidiaries have indefeasible fee simple title to such Owned Real Property, free and clear of all Liens and encumbrances, except Permitted Liens, (B) except as set forth in Section 3.10 of the Disclosure Letter, the Division Subsidiaries have not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (C) other than the right of the WCAS Subs pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein.

(c) With respect to the Leased Real Property, the Division Subsidiaries have delivered to the WCAS Subs a true and complete copy of each such Real Property Lease. Except as set forth in Section 3.10 of the Disclosure Letter, with respect to each of the Real Property Leases: (i) such lease is in full force and effect, (ii) the transactions contemplated by

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this Agreement do not require the consent of any other party to such lease, will not result in a material breach of or material default under such lease, or otherwise cause such lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing, (iii) to the Knowledge of WIN, the Division Subsidiaries’ possession and quiet enjoyment of the Leased Real Property under such lease has not been disturbed and there are no material disputes with respect to such lease, (iv) neither the Division Subsidiaries nor any other party to the Real Property Leases is in material breach or default under such lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such lease, (v) to the Knowledge of WIN, no security deposit or portion thereof deposited with respect to such lease has been applied in respect of a breach or default under such lease which has not been redeposited in full, (vi) the Division Subsidiaries do not owe, nor will the Division Subsidiaries owe in the future, any material brokerage commissions or finder’s fees with respect to such lease; (vii) the other party to such lease is not an Affiliate of the Division Subsidiaries, (viii) the Division Subsidiaries are not, in any material respect, currently subleasing, licensing or otherwise granting any Person the right to use or occupy such Leased Real Property or any portion thereof, (ix) the Division Subsidiaries are not, in any material respect, currently assigning or granting any other security interest in such lease or any interest therein; and (x) there are no Liens or encumbrances on the estate or interest created by such lease.

3.11 Intellectual Property.

(a) The Division Subsidiaries own or possess, or will upon execution of the Ancillary Agreements prior to or at Closing own or possess, all right, title and interest in and to, free and clear of all Liens, or valid and enforceable and adequate licenses or other legal rights to use, all Intellectual Property Rights (other than those arising under any contracts, agreements or arrangements as are listed in Section 6.2 of the Disclosure Letter) as are necessary to permit the operation of the Division substantially as operated on the date hereof (collectively, the “ Division Intellectual Property Rights ”).

(b) Section 3.11(b) of the Disclosure Letter sets forth a list of all U.S., foreign and multi-national: (i) patents and patent applications; (ii) registrations and applications for registrations of Marks (including Internet domain name registrations) and material unregistered Marks; (iii) copyright registrations and copyright applications filed or issued during the period from July 1, 2005 through June 30, 2006; and (iv) material software products, in each case, owned by any of the Division Subsidiaries. The material Intellectual Property Rights required to be set forth in Section 3.11(b) of the Disclosure Letter are, to the Knowledge of WIN, valid, subsisting and enforceable.

(c) Section 3.11(c) of the Disclosure Letter lists all material agreements to which any of the Division Subsidiaries is a party or otherwise bound and pursuant to which any of the Division Subsidiaries have granted or obtained any Intellectual Property Rights (excluding any such agreements for software that is commercially available to consumers for a combined license and maintenance fee of less than Fifty Thousand Dollars ($50,000) per year or subject to “shrink-wrap” or “click-through” license agreements or listed in Section 6.2 of the Disclosure Letter) the “ Material IP Agreements ”).

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(d) (i) No claims, or, to the Knowledge of WIN, threat of claims, have been asserted by any Person related to the use in the operation of the Division of any Intellectual Property Rights or challenging or questioning the validity, effectiveness, ownership, or enforceability of any material Division Intellectual Property Rights, (ii) to the Knowledge of WIN, the operation of the Division, as operated as of the date hereof, does not infringe on, misappropriate or otherwise conflict with the Intellectual Property Rights of any Person in any material respect, and neither WIN nor the Division Subsidiaries have received any notice relating to any of the foregoing, (iii) to the Knowledge of WIN, no Person has infringed, misappropriated or otherwise conflicted with the Division Intellectual Property Rights in any material respect, and (iv) all filings, registrations and issuances pertaining to the material Intellectual Property Rights owned by the Division Subsidiaries, including any and all patents, registered Marks and copyright registrations, are in full force and effect and one of the Division Subsidiaries has good and marketable title thereto. None of the Division Intellectual Property Rights are subject to any outstanding consent, settlement, order, decree, injunction, judgment or ruling restricting the use thereof.

(e) All of the Division Intellectual Property Rights shall be owned or available for use by the Division Subsidiaries immediately after the Closing on terms and conditions substantially similar to those under which the Division Subsidiaries owned or used the Division Intellectual Property Rights immediately prior to the Closing.

3.12 Litigation . There are no actions, suits, proceedings, investigations and inquiries (“ Litigation ”) pending, asserted or, to the Knowledge of WIN, threatened in writing to be asserted by or before any Governmental Entity or arbitration panel, by or on behalf of any third party, against Holdings or any of the Division Subsidiaries or against WIN relating to the Division. No Litigation contemplated in the preceding sentence, if adversely determined, individually or in the aggregate, would reasonably be expected to: (a) result in a Company Material Adverse Effect or (b) prevent or materially impair or delay the ability of Holdings or any of the Division Subsidiaries to consummate the transactions contemplated by this Agreement and the Ancillary Agreements. There are no material outstanding judgments, decrees or orders of any court, arbitration panel or Governmental Entity, affecting Holdings, any of the Division Subsidiaries or against WIN relating to the Division or the assets of the Division.

3.13 Employee Benefit Plans .

(a) Section 3.13(a) of the Disclosure Letter sets forth a true and complete list of: each material deferred compensation and each bonus or other incentive compensation, stock purchase, stock option and other equity compensation plan, program, agreement or arrangement; each material severance or termination pay, medical, surgical, hospitalization, life insurance and other “welfare” plan, fund or program (within the meaning of section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”)); each material profit-sharing, stock bonus or other “pension” plan, fund or program (within the meaning of section 3(2) of ERISA); each employment, termination or severance agreement; and each other material employee benefit plan, fund, program, agreement or arrangement, in each case, that is sponsored, maintained or contributed to or required to be contributed to by WIN or by any trade or business, whether or not incorporated (an “ ERISA Affiliate ”), that together with WIN, Holdings or any Division Subsidiary at any relevant time would be deemed a “single

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employer” within the meaning of section 4001(b) of ERISA or section 414 of the Code, or to which WIN, Holdings or any Division Subsidiary or an ERISA Affiliate is party, whether written or oral, for the benefit of any current or former employee, officer, director, or contractor of Holdings or the Division Subsidiaries who will be a Continuing Division Employee under this Agreement (the “ WIN Plans ”). There are no WIN Plans in which only Holdings and/or any of the Division Subsidiaries participates or which cover only current or former employees, officers, directors or contractors of Holdings and/or any Division Subsidiary or with respect to which Holdings and/or any Division Subsidiary will have any liability or obligation at or after the Effective Time.

(b) With respect to each WIN Plan in which Continuing Division Employees participate, WIN has heretofore delivered or made available to the WCAS Subs true and complete copies of the WIN Plan and any amendments thereto, or the applicable Summary Plan Description.

(c) No liability or obligation under (i) Title IV or section 302 of ERISA or section 412 of the Code, (ii) any “multiple employer welfare arrangement” as defined in section 3(40) of ERISA or (iii) any “multiple employer plan” within the meaning of section 210 of ERISA or section 413(c) of the Code, in any case, has been or could be incurred by WIN or any ERISA Affiliate which could reasonably be expected to result in a material liability or obligation to the WCAS Subs, Holdings or any Division Subsidiary.

(d) There has been no material failure of a WIN Plan that is a group health plan (as defined in section 5000(b)(1) of the Code) to meet the requirements of section 4980B(f) of the Code with respect to a qualified beneficiary (as defined in section 4980B(g) of the Code) which could reasonably be expected to result in a material liability to the WCAS Subs or Holdings or any Division Subsidiary. None of Holdings or any Division Subsidiary has any current or potential liability or obligation to provide post-employment or post-termination welfare or welfare-type benefits to any current or former employee of Holdings and/or any Division Subsidiary, except as required by COBRA.

(e) Neither WIN nor any ERISA Affiliate of WIN has incurred or could incur a withdrawal liability with respect to any “multiemployer pension plan,” as defined in section 3(37) of ERISA, which could reasonably be expected to result in a material liability or obligation to the WCAS Subs, Holdings or any Division Subsidiary.

(f) The consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (i) entitle any current or former employee, officer, director or contractor of Holdings or the Division Subsidiaries to severance pay, unemployment compensation or any other payment, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee or officer, director or contractor.

(g) There are no pending or, to the Knowledge of WIN, threatened claims, actions, proceedings, hearings, audits, examinations, investigations, or suits by or on behalf of any WIN Plan in which Continuing Division Employees participate, by any employee

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or beneficiary covered under any such WIN Plan, or otherwise involving any such WIN Plan (other than routine claims for benefits).

3.14 Taxes .

(a) All material federal, state, local, and foreign Tax Returns relating to the Division required to be filed by or on behalf of Holdings or the Division Subsidiaries, and each consolidated, combined, unitary, affiliated or aggregate group of which Holdings or any of the Division Subsidiaries are a member (an “ Affiliated Group ”) has been timely filed (taking into account applicable extensions), and each such Tax Return was complete and correct in all material respects.

(b) All material Taxes relating to the Division due and owing by Holdings or the Division Subsidiaries, or any Affiliated Group have been paid, and all material Taxes relating to Holdings and the Division Subsidiaries for any taxable period (or portion thereof) beginning on or prior to the Closing Date (which are not yet due and payable) have been properly reserved for in the books and records of Holdings.

(c) No audits or other administrative proceedings or proceedings before any taxing authority are presently pending with regard to any Taxes or Tax Return of Holdings or any Division Subsidiary, as to which any taxing authority has asserted (in writing) any claim which, if adversely determined, would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and, to the Knowledge of WIN, no taxing authority is now asserting (in writing) any deficiency or claim for Taxes or any adjustment to Taxes with respect to which Holdings or any Division Subsidiary may be liable with respect to income or other material Taxes which has not been fully paid or finally settled.

(d) Holdings and each Division Subsidiary have duly and timely withheld all material Taxes required to be withheld and such withheld Taxes have either been duly and timely paid to the proper taxing authority or properly set aside in accounts for such purpose and will be duly and timely paid to the proper taxing authority.

(e) Neither Holdings nor any of the Division Subsidiaries (i) are party to or bound by or has any obligation under any Tax separation, sharing or similar agreement or arrangement, (ii) are or has been a member of any consolidated, combined or unitary group for purposes of filing Tax Returns or paying Taxes (other than a group of which WIN or ALLTEL Corporation, a Delaware corporation, is the common parent corporation) or (iii) has entered into a closing agreement pursuant to Section 7121 of the Code, or any predecessor provision or any similar provision of State or local law.

(f) There are no Liens relating to Taxes upon the assets of Holdings or the Division Subsidiaries other than Liens relating to Taxes not yet due and payable.

(g) There are no outstanding agreements or waivers or other documents having the effect of waiving or extending the statutory period of limitation applicable to any Tax Return of the Affiliated Group or Holdings or any of the Division Subsidiaries, and no power of attorney has been filed with any taxing authority.

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(h) Neither Holdings nor any Division Subsidiary are party to any listed transactions, the principal purpose of which was tax avoidance, within the meaning of Sections 6011, 6111 and 6112 of the Code.

(i) Neither Holdings nor any Division Subsidiary has agreed to make or is required to make any adjustment for a taxable period ending after the Effective Time under Section 481(a) of the Code by reason of a change in accounting method or otherwise, except where such adjustments have not had, and could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(j) The federal income Tax Returns of the Affiliated Group, Holdings and the Divisions Subsidiaries have been examined, and such examinations have been resolved, or the statute of limitations has expired, for all taxable years through 2000.

(k) For purposes of this Agreement (i) “ Tax ” (and, with correlative meaning, “ Taxable ”) shall mean (A) any and all U.S. federal, state, local and foreign taxes, including income, alternative or add-on minimum, gross receipts, profits, lease, service, service use, wage, employment, workers compensation, business occupation, environmental, estimated, excise, sales, use, transfer, license, payroll, franchise, severance, stamp, occupation, windfall profits, withholding, social security, unemployment, disability, ad valorem, capital stock, paid in capital, recording, registration, property, real property gains, value added, business license, custom duties and other taxes, charges, fees, levies, imposts, duties or assessments of any kind whatsoever, imposed or required to be withheld by any Taxing Authority, including any interest, additions to Tax or penalties applicable or related thereto, (B) any liability for the Taxes of any Person under Treasury Regulation Section 1.1502-6 (or similar provision of state or local law), and (C) any liability for the payment of any amount of a type described in clause (A) or clause (B) as a result of any obligation to indemnify or otherwise assume or succeed to the liability of any other Person, and (ii) “ Tax Return ” means any return, report or similar statement (including the attached schedules) required to be filed with respect to any Tax, including any information return, claim for refund, amended return or declaration of estimated Tax.

3.15 Material Contracts and Commitments .

(a) Section 3.15 of the Disclosure Letter sets forth a complete and correct list of the following oral and written contracts or arrangements pursuant to which Holdings or any of the Division Subsidiaries is a party to or bound by or which relate to the operation of the Division or the assets of the Division, other than any such contracts or arrangements that involve obligations of Holdings or the Division Subsidiaries in any twelve-month period of $100,000 or less or which are listed in Section 6.2 of the Disclosure Letter (individually, a “ Material Contract ” and, collectively, the “ Material Contracts ”):

(i) any contract that provides for payment to Holdings or any Division Subsidiary for the performance of services in an amount in excess of $250,000 annually;

(ii) any contract to be performed relating to capital expenditures in excess of $100,000 in any calendar year, or in the aggregate requiring

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capital expenditures in excess of $500,000 (except for any such contract referenced in clause (xii) below);

(iii) any contract not entered into the ordinary course of business, requiring payments by or to Holdings or any Division Subsidiary in excess of $500,000;

(iv) any contract which contains restrictions with respect to payment of dividends or any other distribution in respect of the capital stock or other equity interest of Holdings or any Division Subsidiary;

(v) any guarantee in respect of any indebtedness or obligation of any Person in an amount in excess of $500,000 (other than with respect to any indebtedness or obligation of Holdings or any Division Subsidiary);

(vi) any contract limiting, in any material respect, the ability of Holdings or any Division Subsidiary to operate the Division, engage in any line of business, operate in any geographical area or to compete with any Person or to use any assets of the Division (including the Intellectual Property Rights);

(vii) any contract under which Holdings or any Division Subsidiary has borrowed or loaned money in excess of $500,000 (excluding Intercompany Indebtedness), or any mortgage, note, bond, indenture or other evidence of Indebtedness or guaranteed any other Indebtedness under which it has imposed a Lien on any of its assets, tangible or intangible or any guarantee of Indebtedness to non-affiliated third parties;

(viii) any material joint venture, jointly owned partnership or other similar joint ownership agreements;

(ix) contracts or consent decrees of Governmental Entities to which Holdings or any of the Division Subsidiaries are bound;

(x) any employment, collective bargaining, severance or change of control contract of a Continuing Division Employee.

(xi) any agreement (or group of related agreements) for the lease of real or personal property to or from any Person providing for lease payments in excess of $100,000 per annum;

(xii) any agreement (or group of related agreements) for the purchase or sale of materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one (1) year and involve consideration in excess of $500,000;

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(xiii) any material agreement concerning obligations of confidentiality other than those in the ordinary course of business or entered into prior to the date of this Agreement with potential purchasers of the Division Subsidiaries;

(xiv) any outstanding powers of attorney granting broad power on behalf of Holdings or any of the Division Subsidiaries;

(xv) any agreement for the employment of any employee on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $150,000 (other than non-executive employees in the sales group);

(xvi) any agreement under which it has advanced or loaned any amount to any employee in excess of $10,000; and

(xvii) any settlement, co-existence conciliation or similar agreement, the performance of which will involve payment or other obligations after the Closing Date.

(b) (i) Each of the Material Contracts is, in all material respects, in full force and effect, except that (a) enforcement of any Material Contract may be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other Laws, now or hereafter in effect, relating to or limiting creditors’ rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (ii) there is no pending material default under or material breach of any Material Contract by Holdings, any Division Subsidiary of WIN or any of its Affiliates party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a material default thereunder by Holdings, any Division Subsidiary of WIN or any of its Affiliates party thereto, and (iii) no party to any such Material Contract has given written notice to Holdings, any Division Subsidiary or any of its Affiliates of, or made a written claim against Holdings, any Division Subsidiary of WIN or any of its Affiliates with respect to, any material breach or default thereunder.

(c) To the Knowledge of WIN, no other contracting party to any Material Contract is now in material breach thereof or has breached the same in any material respect within the twelve-month period prior to the date hereof.

(d) None of Holdings, the Division Subsidiaries, WIN nor any of its Affiliates have received written notice that any party to any Material Contract intends to cancel or terminate any such Material Contract or to exercise or not to exercise any option or extension right thereunder whether as a result of this transaction or otherwise.

3.16 Compliance with Laws . Holdings and each of the Division Subsidiaries are, and, to the Knowledge of WIN, have been since December 31, 2004, in compliance in all material respects with all applicable laws, statutes, ordinances, rules, regulations and orders (collectively, “ Laws ”) of all Governmental Entities with respect to the Division; provided , however , that the provisions of Section 3.16 shall not apply to: (a) Laws regarding intellectual property, which are addressed in Section 3.11 hereof; ERISA and other Laws applicable to the

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WIN Plans, which are addressed in Section 3.13 hereof; (c) Laws regarding the payment of Taxes, which are addressed in Section 3.14 hereof; (d) Laws regarding employment and employment practices, which are addressed in Section 3.17 hereof; and (e) Environmental Laws, which are addressed in Section 3.18 hereof. The Division Subsidiaries possess all material permits, certificates, licenses, approvals, governmental franchises and other authorizations required under applicable Laws (other than those referred to in clauses (a)-(e) above) in connection with the operation of the Division as operated on the date hereof and the ownership of their respective assets and properties and all such permits, certificates, licenses, approvals, governmental franchises and other authorizations are validly held and in full force and effect. The Division Subsidiaries are now and since December 31, 2004 have been in all material respects in compliance with the terms and conditions thereof.

3.17 Labor Matters . With respect to the Division, (a) each of the Division Subsidiaries is and, to the Knowledge of WIN, has been since December 31, 2004, in compliance with all applicable Laws regarding employment and employment practices; (b) there are no unfair labor practice charges or complaints against the Division Subsidiaries brought before the National Labor Relations Board nor is there any material grievance nor any material arbitration proceeding arising out of or under collective bargaining agreements with respect to the business of the Division Subsidiaries, nor, to the Knowledge of WIN, is any such charge, complaint, grievance or proceeding threatened; (c) there is no, and since December 31, 2004 there has not been any, labor strike or work stoppage pending or, to the Knowledge of WIN, threatened against the Division Subsidiaries; and (d) there is no charge or complaint pending or, to the Knowledge of WIN, threatened against the Division Subsidiaries before the Equal Employment Opportunity Commission or any similar state, local or foreign agency responsible for the prevention of unlawful employment practices, except, in each of (a) through (d) herein, as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of WIN and with respect to the Division, no Division Subsidiary has received written notice of the intent of any federal, state, local or foreign Governmental Entity responsible for the enforcement of employment Laws to conduct an investigation of or relating to the Division Subsidiaries, and no such investigation is in progress, except as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.

3.18 Environmental .

(a) Since December 31, 2004, Holdings and the Division Subsidiaries have at all times been, and are, in compliance, in all material respects, with all applicable Environmental Laws, including, but not limited to, possessing and complying, in all material respects, with all permits and other governmental authorizations required for their operations under applicable Environmental Laws.

(b) There is no pending or threatened material claim, complaint, investigation, lawsuit, or administrative proceeding against Holdings or the Division Subsidiaries under or pursuant to any Environmental Law.

(c) None of Holdings or the Division Subsidiaries has received written notice from any Person, including but not limited to any Governmental Entity, alleging that

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Holdings or said Division Subsidiary has been or is in material violation or potentially in material violation of any applicable Environmental Law or otherwise may be materially liable under any applicable Environmental Law, other than violations or liabilities or alleged violations or liabilities that have been resolved.

(d) None of Holdings or the Division Subsidiaries is a party or subject to any material administrative or judicial order or decree pursuant to the Environmental Laws.

(e) With respect to Real Property that currently is or has been owned, leased or operated by Holdings or any Division Subsidiary or, to the Knowledge of WIN, any related offsite disposal location, there have been no Releases of Hazardous Substances on or underneath any of such Real Property that individually or in the aggregate would reasonably be expected to result in a Company Material Adverse Effect.

(f) The representations and warranties set forth in this Section 3.18 are the sole and exclusive represent