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TABLE OF CONTENTS

ARTICLE I		DEFINITIONS

	1.1	Certain Definitions

	1.2	Other Terms

	1.3	Other Definitional Provisions

ARTICLE II		FORMATION AND CONTRIBUTIONS

	2.1	Formation of Operating Company and Management Company

	2.2	SKT Contributions

	2.3	EarthLink Contributions

	2.4	Assumed Liabilities

	2.5	Excluded Liabilities

	2.6	Closing

	2.7	Apportionment of Subscriber Revenue

ARTICLE III		REPRESENTATIONS AND WARRANTIES

	3.1	Representations and Warranties of the SKT Parties

	3.2	Representations and Warranties of EarthLink

ARTICLE IV		CERTAIN COVENANTS AND AGREEMENTS OF SKT PARTIES AND EARTHLINK

	4.1	Access and Information

	4.2	Conduct of Business

	4.3	Registrations, Filings and Consents

	4.4	Taxes

	4.5	Control of Operations

	4.6	Consent of Third Parties

	4.7	Further Assurances

ARTICLE V		CONDITIONS TO CLOSING

	5.1	Conditions to Each Partys Obligation to Effect the Transaction

	5.2	Conditions to Obligation of EarthLink

	5.3	Conditions to Obligations of SKT and SKTI

ARTICLE VI		TERMINATION

	6.1	Termination

	6.2	Effect of Termination

ARTICLE VII		SURVIVAL AND INDEMNIFICATION

	7.1	Survival of Representations, Warranties, Covenants and Agreements

	7.2	Indemnification by EarthLink

	7.3	Indemnification by the SKT Parties

	7.4	Indemnification as Sole Remedy; Specific Performance

	7.5	Method of Asserting Claims, Etc

	7.6	Calculation of Losses

	7.7	Disclaimer of Certain Damages

	7.8	Assignment of Claims

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