ASSET PURCHASE AGREEMENT

Exhibit 10.39

Execution Copy

ASSET PURCHASE AGREEMENT

Dated December 30, 2005

MasTec North America AC, LLC, a Florida limited liability company (“Buyer”)

and

MasTec, Inc., a Florida corporation (“MasTec”)

and

Digital Satellite Services, Inc., a South Carolina corporation (“Seller”)

and

each of the Shareholders set forth therein

ASSET PURCHASE AGREEMENT

     This Asset Purchase Agreement (“Agreement”) is made as of December 30, 2005, by and among MasTec North America AC, LLC, a Florida limited liability company (“Buyer”), MasTec, Inc., a Florida corporation (“MasTec”), Ronald E. Phillips, an individual resident in South Carolina (“Mr. Phillips”), Dawn M. Phillips, an individual resident in South Carolina (“Mrs. Phillips”) and collectively with Mr. Phillips, (the “Phillips Shareholders”), and Robert E. Eddy, not in his individual capacity but solely as Trustee (the “Trustee”) of the Digital Satellite Services Employee Stock Ownership Trust (the “Trust”), and collectively with the Phillips Shareholders, the “Shareholders”) and Digital Satellite Services, Inc., a South Carolina corporation (the “Seller”).

RECITALS

     WHEREAS, Seller is a provider of home installation, maintenance and repair services, and related marketing, sales and call center services in the Designated Market Areas or DMAs designated in the DirecTV Contract, including Atlanta, Greenville-Spartanburg-Asheville-Anderson, and Tri-cities, TN-VA (the “Existing DMAs”) and for the term of the Alternate Fulfillment Contract the DMAs provided for in the Alternate Fulfillment Contract (the “Business”);

     WHEREAS, Seller desires to sell and Buyer desires to purchase the Assets upon the terms and subject to the conditions of this Agreement.

AGREEMENT

     The parties, intending to be legally bound, agree as follows:

     1.1 Assets to be Sold. Upon the terms and subject to the conditions set forth herein, at the Closing, Seller will sell, convey, assign, transfer and deliver to Buyer, and Buyer will purchase and acquire from Seller, free and clear of any Encumbrances except as otherwise provided on Schedule 2.8, all right, title and interest in and to all of the Assets. Notwithstanding the foregoing or any provisions contained elsewhere in this Agreement, (i) the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 1.3(a) and (ii) the Excluded Assets are not part of the sale and purchase contemplated hereunder and are excluded from the Assets and shall remain the property of Seller after the Closing.

     1.2 Acquired Assets and Excluded Assets.

          (a) The term “Assets” means, other than Excluded Assets, all of the assets, properties, rights, licenses, permits of Seller, any Shareholder or any of their respective Affiliates as the same now exist or exists on the Closing Date, wherever located, real, personal, or mixed, tangible or intangible, owned by, optioned by, leased by or in the possession of Seller, any Shareholder or any of their respective Affiliates, whether or not reflected in the books and records thereof, and held or used in the Business and all assets of the Business acquired by any

Seller, any Shareholder or any of their respective Affiliates, on or prior to the Closing Date, including, without limitation, except as otherwise specified herein, all direct or indirect, right, title, and interest of any Seller, any Shareholder or any of their respective Affiliates in, to and under:

               (i) except as set forth on Schedule 1.2(a)(i), all of the assets reflected on the Balance Sheet;

               (ii) all real property, leaseholds and other interests in the real property set forth on Schedule 2.5, in each case together with all right, title and interest in all buildings, improvements, fixtures thereon and all appurtenances thereto (the “Premises”);

               (iii) all Tangible Personal Property, including without limitation those items listed on Schedule 2.6;

               (iv) all Intellectual Property Assets, including, without limitation, those set forth on Schedule 2.24(a) and (b), and all proprietary knowledge, trade secrets, technical information, processes (whether secret or not), methods and similar know-how or rights used in connection with, or relating to the Business;

               (v) all Inventory;

               (vi) all Assigned Contracts, including without limitation those listed on Schedule 2.21(a);

               (vii) all Governmental Authorizations and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including, without limitation, those listed on Schedule 2.17(b);

               (viii) the Business as a going concern, including, without limitation, the corporate name “Digital Satellite Services, Inc.” and any dbas or the like including but not limited to “Ron’s TV,” “DSI” and any other names listed on Schedule 2.1(i), franchises, restrictive covenants, computer software, telephone numbers, customer lists, referral sources, manufacturer, vendor and supplier lists, operating guides and manuals, financial and accounting Records, creative materials, advertising materials and data, sales and promotional materials, business plans, studies, reports, including research and development reports, correspondence and other similar documents and Records, and, subject to Legal Requirements, copies of all personnel Records (including without limitation, any completed and signed drug testing forms, completion certificates, and background check responses in Seller’s, any Shareholder’s or their respective Affiliates’ possession);

               (ix) all rights in and to products sold or leased (including products returned after the Closing and rights of rescission, replevin and reclamation) in the operation and conduct of the Business;

               (x) all rights of Seller relating to credits, deposits, prepaid expenses, claims for refunds and rights to offset in respect thereof that are used, held for use or intended to

be used primarily in, or that arise primarily out of, the operation or conduct of the Business other than those that are Excluded Assets;

               (xi) all assumable insurance policies and all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities on or prior to the Closing Date, unless expended in accordance with this Agreement;

               (xii) all rights of Seller to any payments from DirecTV for any services and fees, other than Fulfillment Services and Service Calls performed on or prior to the Closing Date, Hardware Reimbursement Fees for DIRECTV System Components installed on or prior to the Closing Date and any Incentive Payments for any periods ending on or prior to the Closing Date, including without limitation any DirecTV programming sales commissions; and

               (xiii) all other rights, claims (whether choate or inchoate, known or unknown, contingent or non-contingent) and credits to the extent relating to any Asset or Assumed Liability, including any such items arising under all guarantees, warranties, indemnities and similar rights in favor of Seller, any Shareholder or any of their respective Affiliates.

          (b) The term “Excluded Assets” shall mean:

               (i) all cash, cash equivalents and short term investments of Seller;

               (ii) all minute books, stock Records and corporate seals;

               (iii) all insurance policies and rights thereunder (except to the extent specified in subsection (xi) in the definition of Assets);

               (iv) all of the Contracts listed on Schedule l.2(b)(iv);

               (v) all personnel Records and other Records that Seller is required by law to retain in its possession;

               (vi) all claims for refund of Taxes and other governmental charges of whatever nature existing on or prior to the Closing Date;

               (vii) the Employee Plans, including the ESOP, the EIAP and the Trust, and all rights in connection with and assets of the Employee Plans, including the ESOP and the EIAP, and the Trust and all Records related to the Employee Plans, including the ESOP and the EIAP, and the Trust;

               (viii) all rights of Seller under this Agreement, the Bill of Sale, and the Assignment and Assumption Agreement;

               (ix) all Accounts Receivable for Fulfillment Services and Service Calls arising out of the operation or conduct of the Business on or prior to the Closing Date, Hardware Reimbursement Fees for DIRECTV System Components installed on or prior to the Closing Date and any Incentive Payments for any periods ending on or prior to the Closing Date, and

               (x) the other property and assets expressly designated as Excluded Assets on Schedule 1.2(b)(x).

     1.3 Liabilities.

          (a) On the Closing Date, Buyer shall assume and agree to discharge the Assumed Liabilities. Buyer’s assumption of the Assumed Liabilities shall in no way expand the rights or remedies of Third Parties against Buyer as compared to the rights and remedies which such Third Parties would have had against Seller, any Shareholder or any of their respective Affiliates had the Contemplated Transactions not been consummated. The term “Assumed Liabilities” means any Liability:

               (i) arising after the Closing Date under the Assigned Contracts described on Schedule 2.21(a) for Liabilities arising from the use of the Assets by Buyer and the operation of the Business by Buyer subsequent to the Closing Date (other than any Liability arising under such Assigned Contract relating to the operation of the Business on or prior to the Closing Date, including without limitation any Breach thereof that occurred on or prior to the Closing Date);

               (ii) the Assumed Payables for Major Inventory;

               (iii) arising out of the use of the Assets by Buyer and the operation of the Business by Buyer after the Closing Date (including without limitation, accounts payable arising from the Buyer’s use of the Assets and operation of the Business) except for any Liability arising from Seller’s or any Shareholder’s breach of a representation, warranty, covenant or other agreement pursuant to this Agreement;

               (iv) for Chargebacks related to cancellation of first year DirecTV customer enrollments sold by and commissioned to Seller related to Section 1.2(a)(xii) and

               (v) any Liability for Buyer’s, MasTec’s or any of their respective Affiliate’s conduct with respect to any employees hired by Buyer to work in the Business after the Closing.

          (b) Notwithstanding any other provision of this Agreement, and regardless of any disclosure to Buyer, the Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged on a timely basis and in a manner which shall not result in any impairment of the Business solely by Seller, the respective Shareholder or Affiliate, as applicable. The term “Retained Liabilities” means every Liability of Seller, any Shareholder or any of their respective Affiliates other than the Assumed Liabilities, including:

               (i) any Liability obligation or commitment of Seller, any Shareholder or any of their respective Affiliates not specifically listed in Section 1.3(a);

               (ii) any Liability under any Assigned Contract arising under such Assigned Contract relating to the operation of the Business on or prior to the Closing Date, including without limitation any Breach thereof on or prior to the Closing Date;

               (iii) any Liability for Taxes, including (A) any Taxes arising as a result of Seller’s, any Shareholder’s or any of their respective Affiliate’s operation of the Business or ownership of the Assets for periods ending on or prior to the Closing Date, (B) any Taxes that will arise as a result of the Contemplated Transactions (including any and all sales, income or transfer taxes) and (C) any deferred Taxes of any nature;

               (iv) any Liability under any Contract (other than the Assumed Contracts);

               (v) any Environmental, Health and Safety Liabilities arising out of or relating to the operation of the Business or use of the Assets that accrued on or prior to the Closing Date;

               (vi) any Liability under or relating to the Employee Plans, including the ESOP, the EIAP or the Trust, or relating to payroll, vacation, sick leave, workers’ compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, health care plans or benefits or any other employee plans or benefits of any kind for Seller’s, any Shareholder’s or any of their respective Affiliate’s employees, former employees, independent contractors or former independent contractors (including any Liabilities to any of the foregoing or any third party related to accidents, injuries or property damages, or losses from automobile, property, casualty, crime, breaches of fiduciary duty, entering into prohibited transactions, health or other insurance items);

               (vii) any Liability under any employment, severance, retention or termination agreement with any employee of Seller, any Shareholder or any of their respective Affiliates, including payroll and taxes related Seller’s employees and subcontractors for pay cycles following the Closing Date for services provided to Seller on or prior to the Closing Date;

               (viii) any Liability arising out of or relating to any employee grievance or discharge prior to the Closing whether or not the affected employees are hired by Buyer;

               (ix) any Liability of Seller, any Shareholder or any of their respective Affiliates to any Shareholder or any of their respective Affiliates;

               (x) any Liability to indemnify, reimburse or advance amounts to any officer, director, employee or agent of Seller, any Shareholder or any of their respective Affiliates;

               (xi) any Liability to distribute to any of Seller’s shareholders or Affiliates or otherwise apply all or any part of the consideration received hereunder;

               (xii) any Liability arising out of any Proceeding pending as of the Closing Date;

               (xiii) any Liability arising out of any Proceeding commenced after the Closing Date and arising out of any occurrence or event happening or accruing on or prior to the Closing Date;

               (xiv) any Liability arising out of or resulting from Seller’s or any Shareholder’s compliance or noncompliance with any Legal Requirement or Order happening or accruing on or prior to the Closing Date;

               (xv) any Liability of Seller or any Shareholder under this Agreement or any other document executed in connection with the Contemplated Transactions;

               (xvi) any Liability pertaining to products sold or manufactured by and/or on behalf of Seller, any Shareholder or any of their respective Affiliates or services rendered by Seller, any Shareholder or any of their respective Affiliates in connection with the Business or the operation of Business on or prior to the Closing Date;

               (xvii) any Liability arising from or caused by breach of warranty, tort, infringement or violation of any Legal Requirement that accrued on or prior to the Closing Date;

               (xviii) any Liability relating to Major Inventory which, as of Closing, is not Physically Present at Seller’s Facilities and available for Buyer to deliver to DirecTV customers in connection with the Business following the Closing and one-half (1/2) of the Major Inventory payables up to an amount not to exceed $1,500,000 for Major Inventory which, as of Closing, is Physically Present at Seller’s Facilities and available for Buyer to deliver to DirecTV customers in connection with the Business;

               (xix) any Liability relating to Minor Inventory;

               (xx) any Liability of Seller, any Shareholder or any of their respective Affiliates based upon Seller’s, any Shareholder’s or any of their respective Affiliate’s acts or omissions occurring on or after the Closing Date and

               (xxi) any Liability for insurance premiums for insurance that covers periods prior to the Closing, including without limitation any retroactive adjustments to such insurance premiums (e.g., as a result of a workers’ compensation audit) and

     1.4 Purchase Price. The purchase price for the Assets will be $26,000,000 plus the Earn-Out to be paid post-Closing (such sum, as so adjusted from time to time, is herein referred to as the “Purchase Price”). On the Closing Date, Buyer shall make payment on account of the Purchase Price as follows:

          (a) $18,500,000 by wire transfer to an account designated by Seller as set forth on Schedule 1.4(a); and

          (b) the issuance to Seller of that number of shares of common stock, $0.10 par value, of MasTec (the “MasTec Shares”), a Florida corporation, as shall equal $7,500,000 divided by the per share closing sales price on the New York Stock Exchange of the MasTec Shares two Business Days preceding the Closing Date rounded up to the nearest whole number.

The MasTec Shares will be unregistered with the Securities and Exchange Commission at the Closing, however, MasTec will use its best efforts to register for resale the MasTec Shares with the Securities and Exchange Commission within one-hundred and twenty (120) days after the Closing Date. Notwithstanding any other provision of this Agreement, if the MasTec Shares are not registered within one-hundred and twenty (120) days after the Closing Date, then Seller’s

sole remedy for such failure shall be to receive, within two (2) Business Days of the return to MasTec of the MasTec Shares free and clear of any liens, a cash payment equal to the product of the Average MasTec Share Price multiplied by the number of MasTec Shares transferred to Seller on the Closing Date.

     1.5 Earn-Out.

          (a) As additional consideration for the Contemplated Transactions, the Buyer shall pay Seller the contingent price payments set forth in this Section 1.5 (the “Earn-Out”). The amount of the Earn-Out will equal 5% of EBIT for the Business solely with respect to the Existing DMAs for the years ending December 31, 2006, 2007, 2008, 2009 and 2010; provided that the Earn-Out for 2006 shall begin to accrue on the day after the Closing Date. Buyer shall pay Seller the Earn-Out payments annually within 10 days of MasTec filing its 10-K for the respective fiscal year by wire transfer of next day funds to an account or accounts designated by Seller. For purposes of this Agreement, “EBIT” means the Net Income of the Business solely with respect to the Existing DMAs for the respective twelve-month period in the applicable fiscal year, plus (a) income Taxes deducted in determining Net Income, and (b) any interest on indebtedness incurred to finance the acquisition of the Assets contemplated hereby (including, without limitation, any original issue discount). For purposes of this Agreement, “Net Income” means, for any of the foregoing periods, the net income (or loss) of the Business solely with respect to the Existing DMAs, determined in accordance with GAAP consistent with MasTec’s other Advanced Tech Service Group divisions and as set forth in Schedule 1.5; provided however, that Net Income shall not be adjusted for any intra-company transfers to or from the Business with respect to MasTec or its Affiliates unless those transfers relate to a business transaction between the Business and MasTec or its Affiliates that would have occurred in the ordinary course of conducting business had Buyer not acquired the Assets. For purposes of clarification, Net Income shall only be derived from the operation of the Business in the Existing DMAs and only to the extent the Business is being conducted in such Existing DMAs during the applicable period, from the services the Business is offering in the Existing DMAs, and from customers (i.e., DirecTV) that the Business is generating orders from as of the date of this Agreement. Any revenue and expenses resulting from new customers, new DMAs or new services shall not be included in the definition of Net Income; however, MasTec shall pay Mr. Phillips a bonus if earned pursuant to the terms of the Executive Employment Agreement from the successful oversight of such new customers, DMAs or services as any such incremental oversight responsibilities may be assigned by MasTec in its reasonable discretion.

          (b) If, within thirty (30) days following delivery of an Earn-Out payment by Buyer to Seller, Seller has not given Buyer written notice of its objection as to the Earn-Out payment amount (which notice shall state in reasonable detail the basis of Seller’s objection), then the Earn-Out payment amount calculated by Buyer shall be binding and conclusive on the parties. If Seller duly gives Buyer such notice of objection, and if Seller and Buyer fail to resolve the issues outstanding with respect to the calculation of the Earn-Out payment within thirty (30) days of Buyer’s receipt of Seller’s objection notice, Seller and Buyer shall submit the issues remaining in dispute to a mutually agreed upon, independent public accountant firm (the “Independent Accountants”) for resolution applying the principles, policies and practices referred to in this Section 1.5(b). If issues are submitted to the Independent Accountants for resolution, (i) Seller and Buyer shall furnish or cause to be furnished to the Independent

Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Buyer within sixty (60) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Earn-Out payment. The costs and expenses of the Independent Accountants in a dispute regarding any Earn-Out payment shall be paid by Seller if (A) the difference between (i) the Earn-Out payment resulting from determination of the Independent Accountants, and (ii) the Earn-Out payment set forth in Seller’s notice of objection, is greater than (B) the difference between (i) the Earn-Out payment resulting from determination of the Independent Accountants, and (ii) Buyer’s calculation of the Earn-Out payment as delivered to Seller; otherwise, such costs and expenses of the Independent Accountants will be paid by Buyer. The Independent Accountants will be entitled to the privileges and immunities of arbitrators.

     1.6 Closing. The purchase and sale of the Assets provided for in this Agreement (the “Closing”) will be effective as of 12:01 a.m. EST on the day after the Closing Date and shall take place at the offices of Buyer’s counsel at Greenberg Traurig, P.A., 1221 Brickell Avenue, Miami, Florida 33131, commencing at 10:00 a.m. (local time) on or before January 31, 2006, or such other time, date or place, as Seller and Buyer may agree to in writing. Subject to the provisions of Section 8, failure to consummate the purchase and sale provided for in this Agreement on the date and time and at the place determined pursuant to this Section 1.6 will not result in the termination of this Agreement and will not relieve any party of any obligation under this Agreement. In such a situation, the Closing will occur as soon as practicable, subject to Section 8.

     1.7 Closing Obligations. In addition to any other documents to be delivered pursuant to other provisions of this Agreement, at the Closing:

          (a) Seller and Shareholders, as applicable, will deliver to Buyer:

               (i) a bill of sale for all of the Assets that are Tangible Personal Property in the form of Exhibit 1.7(a)(i) (the “Bill of Sale”) duly executed by Seller;

               (ii) an assignment of all of the Assigned Contracts included within the Assets in the form of Exhibit 1.7(a)(ii), which assignment shall also contain Buyer’s undertaking and assumption of the Assumed Liabilities (the “Assignment and Assumption Agreement”) duly executed by Seller;

               (iii) assignment of all Intellectual Property Assets in the form of Exhibit 1.7(a)(iii) duly executed by Seller;

               (iv) a release in the form of Exhibit 1.7(a)(iv) duly executed by the Shareholders (the “Shareholders’ Release”);

               (v) Executive employment Contract for Mr. Phillips in the form of Exhibit 1.7(a)(v)(i) (the “Executive Employment Agreement”);

               (vi) [Intentionally Omitted]

               (vii) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance reasonably satisfactory to Buyer and duly executed by Seller;

               (viii) lease agreement in the form of Exhibit 1.7(a)(viii) duly executed by Country Manor Holdings, LLC (the “Greenville Lease”);

               (ix) certificate of an officer of Seller (A) certifying, as of the Closing, attached copies of the Organizational Documents of Seller certified as of a recent date by the South Carolina Secretary of State, (B) certifying and attaching all requisite resolutions of the board of directors and shareholders of Seller approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions, and (C) certifying to the incumbency and signatures of the officers of Seller executing this Agreement and any other document relating to the Contemplated Transactions;

               (x) certificate of officers of Country Manor Holdings, LLC (A) certifying, as of the Closing, attached copies of the Organizational Documents of Country Manor Holdings, LLC certified as of a recent date by the Secretary of State of such entity’s state of incorporation, (B) certifying and attaching a unanimous written consent of the members/manger of Country Manor Holdings, LLC approving the execution and delivery of the Greenville Lease, and (C) certifying to the incumbency and signatures of the officers of Country Manor Holdings, LLC executing the Greenville Lease;

               (xi) a certificate of the Trustee (A) certifying, as of the Closing, attached copies of the Organizational Documents of the Trust, the ESOP, and the Digital Satellite Services Eligible Individual Account Plan (the “EIAP”), (B) certifying and attaching all requisite resolutions or actions of the Trust, the ESOP, and the EIAP approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions, and (C) certifying to the incumbency and signatures of the Trustee executing this Agreement and any other document relating to the Contemplated Transactions;

               (xii) all Consents required for the valid transfer of the Assets to Buyer and Buyer’s operation of the Business following the Closing Date, including without limitation the consent of DirecTV to the Contemplated Transactions (“DirecTV Consent”) and any Governmental Authorizations which the Buyer deems necessary to run the Business;

               (xiii) certificates from an officer of the Trustee and each of Mr. Phillips and Mrs. Phillips as to the accuracy of its and Seller’s representations and warranties as of the date of this Agreement and as of the Closing (without giving effect to any supplement to Shareholder’s or Seller’s schedules) and as to its and Seller’s compliance with and performance of its and Seller’s covenants and obligations to be performed or complied with at or before the Closing and (B) a certificate executed by an officer of Seller as to the accuracy of Seller’s representations and warranties as of the date of this Agreement and as of the Closing and as to its

compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing;

               (xiv) certificates from the Secretary of State of the State of South Carolina, North Carolina, Tennessee and Georgia certifying the good standing of Seller dated not more than seven (7) days prior to the Closing Date;

               (xv) certificates of the Secretary of State of the State of Delaware certifying the good standing of Country Manor Holdings, LLC dated not more than seven (7) days prior to the Closing Date;

               (xvi) any resale certificate for Inventory or clearance certificate or similar documents that may be required by any Governmental Body in order to relieve Buyer of any obligation to withhold any portion of the Purchase Price;

               (xvii) a certificate of Seller certifying that the attached executed Form 1120 for the year ended December 31, 2004 was filed with the IRS;

               (xviii) a certificate of Seller and the Trust certifying that the attached executed IRS/DOL Forms 5500, with complete schedules, for the EIAP and the ESOP for the 2004 Plan Year were filed with the IRS;

               (xix) a certificate of the Trustee certifying that the ESOP and the EIAP have engaged in a direction pass-through process in accordance with Section 409(e)(3) of the Code;

               (xx) an opinion in the form of Exhibit 1.7(a)(xx) from Johanson Berenson LLP, Seller’s legal counsel;

               (xxi) an opinion in the form of Exhibit 1.7(a)(xxi) from Davis & Campbell LLC, the Trustee’s legal counsel;

               (xxii) Copies of completed Third Party record keeping reports and independent valuations for the 2003 and 2004 plan years for the ESOP, the EIAP and the Trust;

               (xxiii) Proof of payment of all transfer Taxes incurred in connection with the Contemplated Transactions;

               (xxiv) a certificate of the Trust certifying that: (i) the Trust has completed the required direction pass-through process pursuant to the terms of Sections 8 of the ESOP and EIAP plan documents and Section 409(e)(3) of the Code; (ii) the Trust has received an opinion from its independent appraiser and financial advisor dated as of the Closing Date stating that the Purchase Price is at least equal to “adequate consideration” for the Assets as that concept is defined under Section 3(18)(B) of ERISA (the “Adequate Consideration Opinion”) and that the Robert E. Eddy has approved the Contemplated Transactions in his capacity as Special Trustee of the Trust on behalf of the Trust;

               (xxv) a certificate of the Seller certifying that the merger of Seller and Digital Security Incorporated, a South Carolina corporation, has occurred with Seller serving as the surviving corporation and attaching the related documentation that was previously filed with State of South Carolina effecting the merger; and

               (xxvi) such other documentation as Buyer may reasonably request for the purpose of evidencing the performance by any of Seller or the Shareholders of, or compliance by any of Seller or the Shareholders with, any covenant or obligation pursuant to this Agreement required to be performed or complied with by such Shareholder or Seller prior to Closing.

          (b) Buyer will deliver:

               (i) to Seller the portion of the Purchase Price to be paid to Seller on the Closing Date, including the MasTec Shares, in accordance with Section 1.4;

               (ii) to Seller the Executive Employment Agreement duly executed by Buyer;

               (iii) to Seller a certificate of an officer of Buyer (A) certifying, as of the Closing, attached copies of the Organizational Documents of Buyer certified as of a recent date by the State of Florida, (B) certifying, and attaching all requisite resolutions or actions of Buyer’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and (C) certifying to the incumbency and signatures of the officers of Buyer executing this Agreement and any other document relating to the Contemplated Transactions;

               (iv) to Seller the Assignment and Assumption Agreement duly executed by Buyer;

               (v) to Seller a certificate of an officer of MasTec (A) certifying, as of the Closing, attached copies of the Organizational Documents of MasTec certified as of a recent date by the State of Florida, (B) certifying, and attaching all requisite resolutions or actions of MasTec’s board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and (C) certifying to the incumbency and signatures of the officers of MasTec executing any other document relating to the Contemplated Transactions;

               (vi) to Seller a certificate executed by an officer of Buyer as to the accuracy of its representations and warranties as of the date of this Agreement and as of the Closing and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing; and

               (vii) such other documentation as Seller may reasonably request for the purpose of evidencing the performance by Buyer of, or compliance by Buyer with, any covenant or obligation pursuant to this Agreement required to be performed or complied with by Buyer prior to Closing.

Each of the deliveries pursuant to this Section 1.7 will be deemed to occur simultaneously and no delivery shall be made unless all other deliveries have been made.

2. Representations and Warranties of Seller and the Shareholders.

     In order to induce Buyer and MasTec to enter into this Agreement, Seller, Mr. Phillips and Mrs. Phillips, jointly and severally, and the Trust (solely with respect to the representation and warranties set forth in Sections 2.1(c), 2.1(d), 2.1(e), 2.1(f), 2.1(g), 2.2, 2.16, 2.25, 2.27 and 2.28 as it relates to the Trust, the ESOP and the EIAP), in each case subject to the limitations set forth in Sections 9.1 and 9.2, represent and warrant to Buyer and MasTec as follows. All references to Seller in this Section 2 shall be deemed to refer to Seller and Seller Predecessors.

     2.1 Organization, Good Standing and Capitalization.

          (a) Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of South Carolina, with full corporate power and authority to conduct its business as it is now being conducted, to own or use the properties and assets that it purports to own or use, and to perform all its obligations under the Assigned Contracts. Seller is duly qualified and licensed to do business as a foreign corporation and is in good standing under the laws of North Carolina, Alabama, Kentucky, Tennessee and Georgia and each other jurisdiction in which either the property owned, leased or operated by it or the nature of the Business as currently conducted makes such qualification or license necessary.

          (b) Country Manor Holdings, LLC is a limited liability company duly organized, validly existing and in good standing under the laws of its state of organization.

          (c) The Digital Satellite Services Employee Stock Ownership Plan is an employee stock ownership plan that meets the requirements of Code Sections 401(a) and 4975(e)(7) and Section 407(d)(6) of ERISA.

          (d) The Digital Satellite Services Eligible Individual Account Plan is a tax qualified plan that meets the requirements of Code Section 401(a) and Section 407(d)(3) of ERISA.

          (e) The Trust is a tax qualified trust that meets the requirements of Code Section 501(a).

          (f) Seller and each Shareholder has delivered to Buyer copies of all Organizational Documents of Seller and such Shareholder as currently in effect.

          (g) The authorized equity securities of Seller consist of 1,000,000 shares of common stock, no par value per share, of which 1,000,000 shares are issued and outstanding and constitute the “Shares”. The Trust is, and as of the Closing Date will be, the record and beneficial owner and holder of all of the Shares, free and clear of all Encumbrances except for any restriction imposed by United States federal or state securities laws on Buyer’s subsequent transfer of the Shares. No legend or other reference to any purported Encumbrance appears upon any certificate representing the Shares. The Shares have been duly authorized and validly issued and are fully paid and nonassessable. Other than this Agreement, there are no Contracts relating

to the issuance, sale or transfer of any equity securities or other securities of Seller. None of the Shares was issued in violation of the Securities Act or any other Legal Requirement.

          (h) Seller does not own, or have any Contract to acquire, any equity securities or other securities of any Person or other direct or indirect equity or other ownership interest in any other business.

          (i) Except as set forth on Schedule 2.1(i), the only names used in running the Business have been the corporate name “Digital Satellite Services, Inc.” and the dbas “Ron’s TV” and “DSI.”

     2.2 Enforceability; Authority; No Conflict.

          (a) This Agreement constitutes the legal, valid and binding obligation of Seller and each Shareholder, enforceable against each of them in accordance with its terms. Upon the execution and delivery by Seller and each Shareholder of each agreement to be executed or delivered by Seller or such Shareholder at the Closing (collectively, the “Seller’s Closing Documents”), each of Seller’s Closing Documents will constitute the legal, valid and binding obligation of Seller and each Shareholder who is a party to such Seller’s Closing Documents, enforceable against it/them in accordance with its respective terms. Seller and each of the Shareholders has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and Seller’s Closing Documents to which it is a party and to perform its obligations under this Agreement and Seller’s Closing Documents, and such action has been duly authorized by all necessary action by such Shareholder’s and Seller’s shareholders and board of directors.

          (b) Except as set forth on Schedule 2.2(b), neither the execution and delivery of this Agreement or Seller’s Closing Documents nor the consummation or performance of any of the Contemplated Transactions will, directly or indirectly (with or without notice or lapse of time): (i) Breach (A) any provision of any of the Organizational Documents of Seller or such Shareholder or (B) any resolution adopted by the board of directors or the shareholders of Seller or such Shareholder; (ii) Breach or give any Governmental Body or other Person the right to challenge any of the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Seller, any Shareholder or any of the Assets, may be subject; (iii) contravene, conflict with or result in a violation or Breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by Seller or such Shareholder that otherwise relates to the Assets or the Business; (iv) cause Buyer or Seller to become subject to, or to become liable for the payment of, any Tax; (v) Breach any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Assigned Contract; or (vi) result in the imposition or creation of any Encumbrance upon or with respect to any of the Assets.

          (c) Except as set forth on Schedule 2.2(c), Seller is not required to give any notice to or obtain any Consent from any Person in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

     2.3 Financial Statements; Projections; Forecasts.

          (a) Seller has delivered to Buyer: (i) a consolidated balance sheet of the Business as at December 31, in each of the years 2003 and 2004, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for each fiscal year then ended, including the notes thereto (the “Annual Financial Statements”); and (ii) an interim consolidated balance sheet of the Business as at November 30, 2005, including the notes thereto (the “Balance Sheet”) and the related statements of income, changes in shareholders’ equity, and cash flows for the eleven (11) months ended November 30, 2005 (the “Most Recent Financial Statements” and together with the Annual Financial Statements, the Balance Sheet and any financial statements delivered pursuant to Section 4.8, the “Financial Statements”). The Financial Statements fairly or will fairly present the financial condition and the results of operations, changes in shareholders’ equity and cash flows of the Business as at the respective dates of and for the periods referred to therein, all in accordance with GAAP, applied on a consistent basis throughout the periods covered thereby, subject in the case of the Most Recent Financial Statements to footnotes and normal year end adjustments that would not have a Material Adverse Effect. The Financial Statements have been prepared from and are in accordance with the accounting Records of the Business.

          (b) The projections included in the final Valuation Report dated September 14, 2005, as updated, and attached as Schedule 2.3(c) were prepared by The Business Appraisal Institute based upon input from Seller in good faith and accurately reflects Seller’s projections for the Business.

          (c) All financial projections and forecasts furnished to Buyer were prepared by Seller’s management in good faith and on the basis of reasonable assumptions and have been updated with actual results and additional information since originally delivered by the Seller to the Buyer. These financial projections and forecasts were based upon the best information and estimates available when given to the Buyer.

     2.4 Books and Records. The books of account, minute books, stock Record books, and other Records of Seller, all of which have been made available to Buyer, are complete and correct in all material respects and represent actual, bona fide transactions and have been maintained in accordance with sound business practices. Seller’s minute books contain Records of all meetings held of, and corporate action taken by, the shareholders, the Boards of Directors, and committees of the Boards of Directors of Seller, and no meeting of any such shareholders, Board of Directors or committee has been held for which minutes have not been prepared and are not contained in such minute books.

     2.5 Real Property.

          (a) Seller does not own any real property (including without limitation any option or other right or obligation to purchase any real property or any interest therein).

          (b) Schedule 2.5, sets forth a complete list of all real property and interests in real property used, held for use or intended to be used primarily in the operation or conduct of the Business other than any such property or interest constituting an Excluded Asset and

identifies any leases, reciprocal easements, operating agreements, licenses or similar agreements relating thereto. True and complete copies of each agreement set forth on Schedule 2.5 has previously been furnished to Buyer. Each agreement set forth on Schedule 2.5 is in full force and effect and has not been amended in writing or otherwise, and no party thereto is in default or breach thereunder. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default under such agreements. None of Seller, any Shareholder or any of their respective Affiliates has received written notice of any claimed abatements, offsets, defenses or other bases for relief or adjustment under any such agreement.

     With respect to the Premises, (i) Seller has a valid leasehold interest in each such premises, free and clear of any Encumbrances; (ii) the buildings located on such premises that are used in the Business are each in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy Seller’s current and currently anticipated normal business activities as conducted thereon; (iii) each such premises (A) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current transportation requirements of the business presently conducted at such parcel; and (B) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current normal business activities conducted at such parcel; and (iv) none of Seller, any Shareholder of any of their respective Affiliates has received notice of (A) any condemnation, eminent domain or similar proceeding affecting any portion of any such premises or any access thereto, and, no such proceedings are contemplated, (B) any special assessment or pending improvement liens to be made by any Governmental Body which may affect any of these premises, or (C) any violation of building codes and/or zoning ordinances or other Legal Requirements with respect to any of these premises.

     2.6 Tangible Personal Property. Schedule 2.6 sets forth a complete list and brief description of each item of Tangible Personal Property, including all vehicles, used, held for use or intended to be used primarily in the operation or conduct of the Business other than any such property or interest constituting an Excluded Asset indicating, in each case, the purchase price thereof, the year of purchase, the accumulated book depreciation and whether Seller, any Shareholder or any of their respective Affiliates leases or owns such property. All Tangible Personal Property is in good working order, is free from any material defect and has been well maintained, and no repairs, replacements or regularly scheduled maintenance relating to any such item has been deferred. All leased Tangible Personal Property is in all material respects in the condition required of such property by the terms of the lease applicable to thereto.

     2.7 Sufficiency of Assets. The Assets comprise all of the assets employed by Seller, any Shareholder or any of their respective Affiliates in connection with the Business. Except as set forth in Schedule 2.7, the Assets constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate the Business, and are sufficient for the conduct of the Business, immediately following the Closing in substantially the same manner as currently conducted.

     2.8 Title to Assets, Encumbrances. Seller owns or, with respect to any Assets currently owned by any of the Shareholder or Seller’s or any Shareholder’s Affiliates, at the time of the Closing will own good and transferable title to all of the Assets free and clear of any

Encumbrances other than those described on Schedule 2.8. At the time of Closing, all Assets shall be free and clear of all Encumbrances.

     2.9 [Intentionally Omitted.]

     2.10 Inventory. All Inventory consists of a quality and quantity usable and, with respect to finished goods, saleable, in the Ordinary Course of Business, except for obsolete items and items of below-standard quality, all of which have been written off or written down to net realizable value in the Balance Sheet or on the accounting Records of the Business as of the Closing Date, as the case may be. Seller, the Shareholders or any of their respective Affiliates is not in possession of any Inventory not owned by it, including goods already sold. All Inventory not written off has been valued using the weighted average cost method, which approximates the first-in, first-out (FIFO) method. Inventory now on hand that were purchased after the date of the Balance Sheet was purchased in the Ordinary Course of Business at a cost not exceeding market prices prevailing at the time of purchase. The quantities of each item of Inventory (whether raw materials, work-in-process or finished goods) is not excessive and is reasonable in the present circumstances of the Business. Work-in-process Inventory is now valued, and will be valued on the Closing Date, according to GAAP.

     2.11 No Undisclosed Liabilities. Except as set forth on Schedule 2.11, the Business has no Liability except for Liabilities reflected or reserved against in the Balance Sheet and current liabilities incurred in the Ordinary Course of Business since the date of the Balance Sheet.

     2.12 Taxes.

          (a) Except as set forth on Schedule 2.12(a), the Business and the Trust have filed or caused to be filed on a timely basis all Tax Returns and all reports with respect to Taxes that are or were required to be filed by, with respect to or in connection with it, either separately or as a member of a group of Persons, pursuant to applicable Legal Requirements. Seller has delivered to Buyer copies of, and Schedule 2.12(a) lists all such Tax Returns and reports filed by Seller or that were required to be filed with respect to or in connection with the Business since January 1, 2000 (the “Seller Tax Returns”). All Seller Tax Returns are true, correct and complete in all material respects. All Taxes have been paid, or provision has been made for the payment of, all Taxes that have or may have become due for all periods ending on or prior to the Closing Date (including Seller’s 2005 Taxes and any excise taxes), or pursuant to any assessment received, except such Taxes, if any, as are listed on Schedule 2.12(a) and are being contested in good faith and as to which adequate reserves (determined in accordance with GAAP) have been provided in the Balance Sheet. Except as provided on Schedule 2.12(a), none of Seller or any Person responsible for the payment of Taxes related to the Business is the beneficiary of any extension of time within which to file any Seller Tax Return. No claim has ever been made or is expected to be made by any Governmental Body in a jurisdiction where any of the Shareholders, Seller or the Business do not file Tax Returns that any of them is or may be subject to taxation by that jurisdiction. There are no Encumbrances on any of the Assets that arose in connection with any failure (or alleged failure) to pay any Tax, and there is no basis for assertion of any claims attributable to Taxes which, if adversely determined, would result in any such Encumbrance.

          (b) Schedule 2.12(b) contains a complete and accurate list of all Seller Tax Returns that have been audited or are currently under audit and accurately describes any deficiencies or other amounts that were paid or are currently being contested. No undisclosed deficiencies are expected to be asserted with respect to any such audit. All deficiencies proposed as a result of such audits have been paid, reserved against, settled or are being contested in good faith by appropriate proceedings as described on Schedule 2.12(b). Seller has delivered, or made available to Buyer, copies of any examination reports, statements or deficiencies or similar items with respect to such audits. Except as provided on Schedule 2.12(b), none of the Shareholders or Seller has Knowledge that any Governmental Body is likely to assess any additional Taxes for any period for which Seller Tax Returns have been filed. There is no dispute or claim concerning any Taxes of Seller or the Business either (i) claimed or raised by any Governmental Body in writing or (ii) as to which any Shareholder or Seller has Knowledge. Schedule 2.12(b) contains a list of all Seller Tax Returns for which the applicable statute of limitations has not run. Except as described in Schedule 2.12(b), neither Seller nor the Business has given or been requested to give waivers or extensions (or is or would be subject to a waiver or extension given by any other Person) of any statute of limitations relating to the payment of Taxes or for which Seller or the Business may be liable.

          (c) The charges, accruals and reserves with respect to Taxes on the Records of the Business are adequate (determined in accordance with GAAP) and are at least equal to the Business’ liability for Taxes. There exists no proposed tax assessment or deficiency against the Seller or the Business except as disclosed in the Balance Sheet or on Schedule 2.12(c). No consent to the application of Section 341(f)(2) of the Code has been filed with respect to any property or assets held, acquired, or to be acquired by the Business. All Taxes that Seller or the Business is or was required by Legal Requirements to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Body or other Person.

          (d) There is no tax sharing agreement, tax allocation agreement, tax indemnity obligation or similar written or unwritten agreement, arrangement, understanding or practice with respect to Taxes (including any advance pricing agreement, closing agreement or other arrangement relating to Taxes) that will require any payment by the Business after the date of this Agreement. The Business (A) has not been a member of an affiliated group within the meaning of Code Section 1504(a) (or any similar group defined under a similar provision of state, local or foreign law) and (B) has no liability for Taxes of any Person under Treas. Reg. sect. 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor by contract or otherwise.

          (e) Seller is not an S corporation as defined in Code Section 1361.

     2.13 Employees and Independent Contractors.

          (a) Schedule 2.13 contains a list of the following information for each employee, director or independent contractor of Seller or the Business, including each employee or independent contractor on leave of absence or layoff status: employer; name; job title; current compensation paid or payable, Fair Labor Standards Act status as exempt or non-exempt and any change in compensation since January 1, 2005; vacation accrued; and service credited for

purposes of vesting and eligibility to participate under Seller’s or any Business’ pension, retirement, profit-sharing, thrift-savings, deferred compensation, stock bonus, stock option, cash bonus, employee stock ownership (including investment credit or payroll stock ownership), severance pay, insurance, medical, welfare, vacation plan or any other Employee Plan. Schedule 2.13 also contains a list of employees organized by location which identifies the following categories of individuals: (i) management; (ii) human resources, finance, facilities, fleet and administrative personnel; (iii) service technicians; (iv) call center/sales and (v) other.

          (b) The Business is not and to Seller’s, each Shareholder’s and their respective Affiliate’s Knowledge, no employee, director or independent contractor of Seller is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality, noncompetition, or proprietary rights agreement, between such employee, director or independent contractor and any other Person (“Proprietary Rights Agreement”) that in any way adversely affects or will affect (i) the performance of his duties as an employee, director or independent contractor of the Business, or (ii) the ability of the Buyer to conduct the Business, including any Proprietary Rights Agreement with any of the Shareholders or Seller by any such employee, director or independent contractor. To Seller’s and each Shareholder’s Knowledge, no director, officer, or other key employee or independent contractor of Seller or the Business intends to terminate his employment or contractual relationship with the Business.

          (c) Schedule 2.13 contains a list of the following information for each retired employee, director or independent contractor of Seller or the Business, or their dependents, receiving benefits or scheduled to receive benefits in the future: name, pension benefit, pension option election, retiree medical insurance coverage, retiree life insurance coverage, and other benefits.

          (d) Schedule 2.13 contains a complete and correct list of all drug testing forms, completion certificates and background check responses in Seller’s, any Shareholder’s or any of their respective Affiliate’s possession for current employees, directors and independent contractors of Seller or the Business.

     2.14 Labor Disputes; Compliance. Since January 1, 2000, Seller or the Business has not been or is not a party to any collective bargaining or other labor Contract. Since January 1, 2000, there has not been, there is not presently pending or existing, and to such Seller’s Knowledge and each Shareholder’s Knowledge there is not Threatened, (a) any strike, slowdown, picketing, organizing campaign, work stoppage, or employee grievance process, (b) any Proceeding against or affecting Seller or the Business relating to the alleged violation of any Legal Requirement pertaining to labor relations or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable Governmental Body, organizational activity, or other labor or employment dispute against or affecting Seller or its premises, or (c) any application for certification of a collective bargaining agent. No event has occurred or circumstance exists that could provide the basis for any work stoppage or other labor dispute. There is no lockout of any employees or independent contractors by Seller or the Business, and no such action is contemplated by Seller or the Business. Seller and the Business have complied in all material respects with all Legal Requirements relating to employment, equal employment opportunity, nondiscrimination, immigration, wages, hours, benefits, collective bargaining, the

payment of social security and similar taxes, occupational safety and health, and plant closing. Neither Seller nor the Business is liable for the payment of any compensation, damages, taxes, fines, penalties, or other amounts, however designated, for failure to comply with any of the foregoing Legal Requirements, including without limitation any retroactive workers’ compensation.

     2.15 Warn Act. Except with respect to the termination of Seller’s employees on the Closing Date due to the Contemplated Transactions, since the enactment of Worker Adjustment and Retraining Notification Act (the “WARN Act”), 29 U.S.C. §§ 2101 et seq., neither Seller nor the Business has effectuated (a) a “plant closing” (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Business, or (b) a “mass layoff’ (as defined in the WARN Act) affecting any site of employment or facility of the Business, nor has Seller or the Business been affected by any transaction or engaged in layoffs or employment terminations relating to the Business sufficient in number to trigger application of any similar state or local law.

     2.16 Employee Benefits.

          (a) Set forth on Schedule 2.16(a) is a list of all “employee benefit plans” as defined by Section 3(3) of ERISA, all specified fringe benefit plans as defined in Section 6039D of the Code, and all other bonus, incentive-compensation, deferred-compensation, profit-sharing, stock-option, stock-appreciation-right, stock-bonus, stock-purchase, employee-stock-ownership, savings, severance, change-in-control, supplemental-unemployment, layoff, salary-continuation, retirement, pension, health, life-insurance, disability, accident, group-insurance, vacation, holiday, sick-leave, fringe-benefit or welfare plan, and any other employee compensation or benefit plan, agreement, policy, practice, commitment, contract or understanding (whether qualified or nonqualified, currently effective or terminated, written or unwritten) and any trust, escrow or other agreement related thereto that (i) is maintained or contributed to by Seller or the Business or any other Person controlled by, controlling or under common control with Seller or the Business (within the meaning of Section 414 of the Code or Section 4001(a)(14) or 4001(b) of ERISA) (”ERISA Affiliate”) or has been maintained or contributed to in the last six years by Seller, the Business or any ERISA Affiliate, or with respect to which Seller, the Business or any ERISA Affiliate has or may have any liability, and (ii) provides benefits, or describes policies or procedures applicable to any current or former director, officer, employee, independent contractor or service provider of Seller, the Business or any ERISA Affiliate, or the dependents of any thereof, regardless of how (or whether) liabilities for the provision of benefits are accrued or assets are acquired or dedicated with respect to the funding thereof (collectively, the “Employee Plans”). Schedule 2.16(a) identifies as such any Employee Plan that is (w) a “Defined Benefit Plan” (as defined in Section 414(1) of the Code); (x) a plan intended to meet the requirements of Section 401(a) of the Code; (y) a “Multiemployer Plan” (as defined in Section 3(37) of ERISA); or (z) a plan subject to Title IV of ERISA, other than a Multiemployer Plan. Also set forth on Schedule 2.16(a) is a list of all ERISA Affiliates of Seller during the last six years.

          (b) Seller has delivered to Buyer copies of (i) the documents comprising each Employee Plan (or, with respect to any Employee Plan which is unwritten, a detailed written description of eligibility, participation, benefits, funding arrangements, assets and any other

matters which relate to the obligations of Seller, the Business or any ERISA Affiliate); (ii) all trust agreements, insurance contracts or any other funding instruments related to the Employee Plans; (iii) all rulings, determination letters, no-action letters or advisory opinions from the IRS, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation (“PBGC”) or any other Governmental Body that pertain to any Employee Plan and any open requests therefor; (iv) the most recent actuarial and financial reports (audited and/or unaudited) and the annual reports filed with any Government Body with respect to the Employee Plans during the current year and each of the three preceding years; (v) all collective bargaining agreements pursuant to which contributions to any Employee Plan(s) have been made or obligations incurred (including both pension and welfare benefits) by Seller, the Business or any ERISA Affiliate, and all collective bargaining agreements pursuant to which contributions are being made or obligations are owed by such entities; (vi) all contracts with third-party record keepers, trustees, appraisers, actuaries, accountants, attorneys, investment managers, consultants and other independent contractors that relate to any Employee Plan; (vii) with respect to Employee Plans that are subject to Title IV of ERISA, the Form PBGC-1 filed for each of the three most recent plan years; and (viii) all summary plan descriptions, summaries of material modifications and memoranda, employee handbooks and other written communications, including communications to Employee Plan participants, regarding the Employee Plans.

          (c) Except as set forth on Schedule 2.16(c), full payment has been made for all amounts that are required under the terms of each Employee Plan to be paid as contributions with respect to all periods prior to and including the last day of the most recent fiscal year of such Employee Plan ended on or before the date of this Agreement and all periods thereafter prior to the Closing Date, and no accumulated funding deficiency or liquidity shortfall (as those terms are defined in Section 302 of ERISA and Section 412 of the Code) has been incurred with respect to any such Employee Plan, whether or not waived. The value of the assets of each Employee Plan exceeds the amount of all benefit liabilities (determined on a plan termination basis using the actuarial assumptions established by the PBGC as of the Closing Date) of such Employee Plan. Neither Seller nor the Business is required to provide security to an Employee Plan under Section 401(a)(29) of the Code. The funded status of each Employee Plan that is a Defined Benefit Plan is disclosed on Schedule 2.16(c) in a manner consistent with the Statement of Financial Accounting Standards No. 87. Seller or the Business has paid in full all required insurance premiums, subject only to normal retrospective adjustments in the ordinary course, with regard to the Employee Plans for all policy years or other applicable policy periods ending on or before the Closing Date.

          (d) Except as disclosed on Schedule 2.16(d), no Employee Plan, if subject to Title IV of ERISA, has been completely or partially terminated, nor has any event occurred nor does any circumstance exist that could result in the partial termination of such Employee Plan. The PBGC has not instituted or threatened a Proceeding to terminate or to appoint a trustee to administer any of the Employee Plans pursuant to Subtitle 1 of Title IV of ERISA, and no condition or set of circumstances exists that presents a material risk of termination or partial termination of any of the Employee Plans by the PBGC. No Employee Plan has been the subject of, and no event has occurred or condition exists that could be deemed, a reportable event (as defined in Section 4043 of ERISA) as to which a notice would be required (without regard to regulatory monetary thresholds) to be filed with the PBGC. Seller or the Business has paid in full

all insurance premiums due to the PBGC with regard to the Employee Plans for all applicable periods ending on or before the Closing Date.

          (e) None of Seller, the Business, the Shareholders, the Trustee, or any Fiduciary of any Employee Plan, or any ERISA Affiliate has any Liability or has Knowledge of any facts or circumstances that might give rise to any Liability, and the Contemplated Transactions will not result in any Liability, (i) for the termination of or withdrawal from any Employee Plan under Sections 4062, 4063 or 4064 of ERISA, (ii) for any lien imposed under Section 302(f) of ERISA or Section 412(n) of the Code, (iii) for any interest payments required under Section 302(e) of ERISA or Section 412(m) of the Code, (iv) for any excise tax imposed by Section 4971 of the Code, (v) for any minimum funding contributions under Section 302(c)(11) of ERISA or Section 412(c)(11) of the Code, or (vi) for withdrawal from any Multiemployer Plan under Section 4201 of ERISA.

          (f) Seller and the Business have, at all times, c