Preview | License Acquisition Agreement |

LICENSE ACQUISITION AGREEMENT

between

MCLEODUSA INCORPORATED

and

MINNESOTA SOUTHERN WIRELESS COMPANY

Dated as of April 26, 2001

TABLE OF CONTENTS

ARTICLE I DEFINITIONS
ARTICLE II PURCHASE AND SALE OF LICENSES; PAYMENT OF CONSIDERATION
	2.1	Purchase and Sale of Licenses
	2.2	Payment of Consideration
ARTICLE III CLOSING
	3.1	Time and Place of Closing
	3.2	Closing Actions and Deliveries
		(1)	Assignment of Licenses
		(2)	Payment of Funds
		(3)	Other Deliveries
	3.3	Payment of Transfer Taxes
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER
	4.1	Formation, Power and Authority
	4.2	Consents; No Conflicts
	4.3	Litigation
	4.4	Brokers
	4.5	Seller Licenses
ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE COMPANY
	5.1	Organization, Power and Authority.
	5.2	Consents; No Conflicts
	5.3	Litigation
	5.4	FCC Compliance
	5.5	Brokers
ARTICLE VI COVENANTS
	6.1	Consummation of Transactions
	6.2	Confidentiality
	6.3	Certain Covenants
	6.4	FCC Filings
ARTICLE VII CLOSING CONDITIONS
	7.1	Conditions to Obligations of All Parties
	7.2	Conditions to Obligations of the Company
	7.3	Conditions to the Obligations of Seller
ARTICLE VIII TERMINATION
	8.1	Termination
	8.2	Effect of Termination
ARTICLE IX MISCELLANEOUS PROVISIONS
	9.1	Amendment and Modification
	9.2	Waiver of Compliance; Consents
	9.3	Notices
	9.4	Parties in Interest; Assignment
	9.5	Applicable Law
	9.6	Counterparts
	9.7	Interpretation
	9.8	Entire Agreement
	9.9	Publicity
	9.10	Specific Performance
	9.11	Nonsurvival of Representations and Covenants

LICENSE ACQUISITION AGREEMENT

LICENSE ACQUISITION AGREEMENT, dated as of April 26, 2001, between MCLEODUSA INCORPORATED, a Delaware corporation (Seller), and MINNESOTA SOUTHERN WIRELESS COMPANY, a Minnesota corporation (the Company).

WHEREAS, Seller has been granted 10 Mhz E Block PCS licenses for each of the Rochester, MN market, BTA 378, and the Mankato, MN market, BTA 277 (collectively, the Seller Licenses); and

WHEREAS, Seller wishes to sell to the Company, and the Company wishes to acquire from Seller, the Seller Licenses, all on the terms and subject to the conditions herein set forth;

NOW, THEREFORE, in consideration of the promises and the mutual representations, warranties, covenants, conditions and agreements hereinafter set forth, the parties agree as follows:

ARTICLE I

DEFINITIONS

As used herein, the following terms have the following meanings (unless indicated otherwise, all Section and Article references are to Sections and Articles in this Agreement, and all Schedule and Exhibit references are to Schedules and Exhibits to this Agreement):

Affiliate means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with that Person. For purposes of this definition, control (including the terms controlling and controlled) means the power to direct or cause the direction of the management and policies of a Person, directly or indirectly, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise.

Closing has the meaning set forth in Section 3.1.

Closing Date has the meaning set forth in Section 3.1.

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