Common use of Sale Transaction Clause in Contracts

Sale Transaction. As directed by the Company, SSG, on a best efforts basis, will act as exclusive financial advisor regarding a Sale Transaction. Specifically, SSG will provide the following services regarding the Sale Transaction: - Identify appropriate prospective purchasers for some or all of the Company's assets or businesses; - Facilitate the due diligence review of prospective purchasers in connection with a Sale Transaction; - Assist the Company in structuring a competitive bidding process for the solicitation of offers from prospective purchasers; - Advise and assist the Company in structuring the transaction and negotiating the transaction agreements; - Advise and assist the Company in conducting an auction, if appropriate, concerning the sale of some or all of its assets or businesses; - Provide litigation support to the Company in the Chapter 11 Case, as necessary, in connection with a Sale Transaction; and Mr. Dale Fuller August 11, 2004 Page 3 - Assist in xxx xxxxxxx xx a Sale Transaction. In performing the service described above, you agree to furnish or cause to be furnished to SSG such information as SSG reasonably believes appropriate to the execution of its engagement hereunder (all such information so furnished being the "Information"). The Company represents that all Information furnished by you or your agents will be complete and correct in all material respects, to the best of your knowledge, and that until the expiration of SSG's engagement hereunder, you will advise SSG immediately of the occurrence of any event or any other change known by you or your agents which results in the Information ceasing to be complete and correct in all material respects. The Company recognizes and confirms that SSG (a) will use and rely primarily on the Information and on information available from generally recognized public sources in performing the services contemplated hereby without having independently verified any of the same, (b) does not assume responsibility for accurateness or completeness of the Information and such other information, and (c) will not make an appraisal of any of the assets or liabilities of the Company.

Sale Transaction. As directed Each of the Parties agrees that a sale transaction or transactions (whether by way of merger(s), consolidation(s), stock purchase(s) or sale(s) of substantially all of the business of Holdings as currently conducted, a “Sale Transaction”)) should be pursued by the CompanyBoard. Promptly upon the execution of this Agreement, SSGHoldings shall issue a public announcement reasonably satisfactory to the Consenting Noteholders describing the Recapitalization. Additionally, on contemporaneously with (or promptly after) the filing of the proxy materials with respect to the Shareholder Vote, Holdings shall issue a best efforts basispublic announcement reasonably satisfactory to the Consenting Noteholders indicating that Holdings intends to pursue strategic alternatives, will act as exclusive financial advisor regarding including a Sale Transaction. Specifically, SSG will provide Holdings and the following services regarding Consenting Noteholders agree that: (i) Holdings shall retain an investment bank of nationally recognized standing mutually acceptable to the Sale Transaction: - Identify appropriate prospective purchasers Board and the Consenting Noteholders (the “New Investment Bank”) on terms mutually acceptable to the Board and the Consenting Noteholders for some or all the purpose of advising Holdings and its subsidiaries and the Company's assets or businesses; - Facilitate the due diligence review of prospective purchasers in connection with Board on a Sale Transaction; - Assist (ii) the Company in structuring New Investment Bank shall be instructed to begin as soon as practicable to prepare customary sales brochures, information memoranda and other marketing materials (collectively, “Materials”) necessary to market Holdings and its subsidiaries and/or their respective assets; (iii) the New Investment Bank shall be instructed to work with Holdings on the preparation of a competitive bidding process data room for the solicitation purposes of offers from prospective purchasers; - Advise and assist the Company in structuring the transaction and negotiating the transaction agreements; - Advise and assist the Company in conducting an auction, if appropriate, concerning the sale of some or all of its assets or businesses; - Provide litigation support to the Company in the Chapter 11 Case, as necessary, in connection with facilitating a Sale Transaction; and Mr. Dale Fuller August 11, 2004 Page 3 - Assist (iv) the New Investment Bank shall be instructed to (A) identify 16 potential strategic and financial purchasers (“Potential Purchasers”) that it reasonably believes may be interested in xxx xxxxxxx xx participating in a Sale Transaction (and have the financial wherewithal to successfully consummate a Sale Transaction. In performing ) and (B) as the service described above, you agree to furnish or cause New Investment Bank may reasonably determine to be furnished to SSG desirable, enter into customary and appropriate confidentiality agreements with one or more of such information as SSG reasonably believes appropriate Potential Purchasers; provided, that in no event shall Holdings, Investco, Wireless or their respective agents (including the New Investment Bank) distribute any Materials or otherwise initiate any discussions or negotiations with Potential Purchasers in a Sale Transaction prior to the execution effective date of its engagement hereunder the Exchange (all such information so furnished being except that the "Information"New Investment Bank and counsel to Holdings and Investco may negotiate the terms of the confidentiality agreements referred to in (B) above). The Company represents Notwithstanding anything to the contrary contained in this Agreement (but subject to Section 8.1), at any time prior to the Closing the Board shall have the right to review unsolicited proposals from third parties for an Acquisition Proposal, including but not limited to a Sale Transaction and any unsolicited proposals resulting from the actions of Holdings and its subsidiaries pursuant to this Section 9.2 (“Unsolicited Proposals”) and respond in good faith to any such proposals, including negotiating and executing any appropriate confidentiality agreements with such third parties, providing financial, legal and other information to such third parties, and negotiating the terms with respect to such proposal, or taking such other actions as the Board deems appropriate in exercising its fiduciary duties. Upon receipt of any Unsolicited Proposal, Holdings agrees that all Information furnished by you it shall use the New Investment Bank in connection with the evaluation and negotiation of such proposal; provided, that the New Investment Bank shall agree in writing not to disclose the existence or your agents will be complete and correct in all material respectsterms of any Unsolicited Proposal, including the identity of the parties thereto, to the best of your knowledge, and that until the expiration of SSG's engagement hereunder, you will advise SSG immediately of the occurrence of any event or any other change known by you or your agents which results in the Information ceasing to be complete and correct in all material respects. The Company recognizes and confirms that SSG (a) will use and rely primarily on the Information and on information available from generally recognized public sources in performing the services contemplated hereby without having independently verified any of the same, (b) does not assume responsibility for accurateness Consenting Noteholders or completeness of the Information and such other information, and (c) will not make an appraisal of any of the assets or liabilities of the Companytheir representatives.

Sale Transaction. As directed Each of the Parties agrees that a sale transaction or transactions (whether by way of merger(s), consolidation(s), stock purchase(s) or sale(s) of substantially all of the business of Holdings as currently conducted, a "SALE TRANSACTION")) should be pursued by the CompanyBoard. Promptly upon the execution of this Agreement, SSGHoldings shall issue a public announcement reasonably satisfactory to the Consenting Noteholders describing the Recapitalization. Additionally, on contemporaneously with (or promptly after) the filing of the proxy materials with respect to the Shareholder Vote, Holdings shall issue a best efforts basispublic announcement reasonably satisfactory to the Consenting Noteholders indicating that Holdings intends to pursue strategic alternatives, will act as exclusive financial advisor regarding including a Sale Transaction. Specifically, SSG will provide Holdings and the following services regarding Consenting Noteholders agree that: (i) Holdings shall retain an investment bank of nationally recognized standing mutually acceptable to the Sale Transaction: - Identify appropriate prospective purchasers Board and the Consenting Noteholders (the "NEW INVESTMENT BANK") on terms mutually acceptable to the Board and the Consenting Noteholders for some or all the purpose of advising Holdings and its subsidiaries and the Company's assets or businesses; - Facilitate the due diligence review of prospective purchasers in connection with Board on a Sale Transaction; - Assist (ii) the Company in structuring New Investment Bank shall be instructed to begin as soon as practicable to prepare customary sales brochures, information memoranda and other marketing materials (collectively, "MATERIALS") necessary to market Holdings and its subsidiaries and/or their respective assets; (iii) the New Investment Bank shall be instructed to work with Holdings on the preparation of a competitive bidding process data room for the solicitation purposes of offers from prospective purchasers; - Advise and assist the Company in structuring the transaction and negotiating the transaction agreements; - Advise and assist the Company in conducting an auction, if appropriate, concerning the sale of some or all of its assets or businesses; - Provide litigation support to the Company in the Chapter 11 Case, as necessary, in connection with facilitating a Sale Transaction; and Mr. Dale Fuller August 11, 2004 Page 3 - Assist (iv) the New Investment Bank shall be instructed to (A) identify potential strategic and financial purchasers ("POTENTIAL PURCHASERS") that it reasonably believes may be interested in xxx xxxxxxx xx participating in a Sale Transaction (and have the financial wherewithal to successfully consummate a Sale Transaction. In performing ) and (B) as the service described above, you agree to furnish or cause New Investment Bank may reasonably determine to be furnished to SSG desirable, enter into customary and appropriate confidentiality agreements with one or more of such information as SSG reasonably believes appropriate Potential Purchasers; PROVIDED, that in no event shall Holdings, Investco, Wireless or their respective agents (including the New Investment Bank) distribute any Materials or otherwise initiate any discussions or negotiations with Potential Purchasers in a Sale Transaction prior to the execution effective date of its engagement hereunder the Exchange (all such information so furnished being except that the "Information"New Investment Bank and counsel to Holdings and Investco may negotiate the terms of the confidentiality agreements referred to in (B) above). The Company represents Notwithstanding anything to the contrary contained in this Agreement (but subject to Section 8.1), at any time prior to the Closing the Board shall have the right to review unsolicited proposals from third parties for an Acquisition Proposal, including but not limited to a Sale Transaction and any unsolicited proposals resulting from the actions of Holdings and its subsidiaries pursuant to this Section 9.2 ("UNSOLICITED PROPOSALS") and respond in good faith to any such proposals, including negotiating and executing any appropriate confidentiality agreements with such third parties, providing financial, legal and other information to such third parties, and negotiating the terms with respect to such proposal, or taking such other actions as the Board deems appropriate in exercising its fiduciary duties. Upon receipt of any Unsolicited Proposal, Holdings agrees that all Information furnished by you it shall use the New Investment Bank in connection with the evaluation and negotiation of such proposal; PROVIDED, that the New Investment Bank shall agree in writing not to disclose the existence or your agents will be complete and correct in all material respectsterms of any Unsolicited Proposal, including the identity of the parties thereto, to the best of your knowledge, and that until the expiration of SSG's engagement hereunder, you will advise SSG immediately of the occurrence of any event or any other change known by you or your agents which results in the Information ceasing to be complete and correct in all material respects. The Company recognizes and confirms that SSG (a) will use and rely primarily on the Information and on information available from generally recognized public sources in performing the services contemplated hereby without having independently verified any of the same, (b) does not assume responsibility for accurateness Consenting Noteholders or completeness of the Information and such other information, and (c) will not make an appraisal of any of the assets or liabilities of the Companytheir representatives.

Sale Transaction. As directed Each of the Parties agrees that a sale transaction or transactions (whether by way of merger(s), consolidation(s), stock purchase(s) or sale(s) of substantially all of the business of Holdings as currently conducted, a “Sale Transaction”)) should be pursued by the CompanyBoard. Promptly upon the execution of this Agreement, SSGHoldings shall issue a public announcement reasonably satisfactory to the Consenting Noteholders describing the Recapitalization. Additionally, on contemporaneously with (or promptly after) the filing of the proxy materials with respect to the Shareholder Vote, Holdings shall issue a best efforts basispublic announcement reasonably satisfactory to the Consenting Noteholders indicating that Holdings intends to pursue strategic alternatives, will act as exclusive financial advisor regarding including a Sale Transaction. Specifically, SSG will provide Holdings and the following services regarding Consenting Noteholders agree that: (i) Holdings shall retain an investment bank of nationally recognized standing mutually acceptable to the Sale Transaction: - Identify appropriate prospective purchasers Board and the Consenting Noteholders (the “New Investment Bank”) on terms mutually acceptable to the Board and the Consenting Noteholders for some or all the purpose of advising Holdings and its subsidiaries and the Company's assets or businesses; - Facilitate the due diligence review of prospective purchasers in connection with Board on a Sale Transaction; - Assist (ii) the Company in structuring New Investment Bank shall be instructed to begin as soon as practicable to prepare customary sales brochures, information memoranda and other marketing materials (collectively, “Materials”) necessary to market Holdings and its subsidiaries and/or their respective assets; (iii) the New Investment Bank shall be instructed to work with Holdings on the preparation of a competitive bidding process data room for the solicitation purposes of offers from prospective purchasers; - Advise and assist the Company in structuring the transaction and negotiating the transaction agreements; - Advise and assist the Company in conducting an auction, if appropriate, concerning the sale of some or all of its assets or businesses; - Provide litigation support to the Company in the Chapter 11 Case, as necessary, in connection with facilitating a Sale Transaction; and Mr. Dale Fuller August 11, 2004 Page 3 - Assist (iv) the New Investment Bank shall be instructed to (A) identify potential strategic and financial purchasers (“Potential Purchasers”) that it reasonably believes may be interested in xxx xxxxxxx xx participating in a Sale Transaction (and have the financial wherewithal to successfully consummate a Sale Transaction. In performing ) and (B) as the service described above, you agree to furnish or cause New Investment Bank may reasonably determine to be furnished to SSG desirable, enter into customary and appropriate confidentiality agreements with one or more of such information as SSG reasonably believes appropriate Potential Purchasers; provided, that in no event shall Holdings, Investco, Wireless or their respective agents (including the New Investment Bank) distribute any Materials or otherwise initiate any discussions or negotiations with Potential Purchasers in a Sale Transaction prior to the execution effective date of its engagement hereunder the Exchange (all such information so furnished being except that the "Information"New Investment Bank and counsel to Holdings and Investco may negotiate the terms of the confidentiality agreements referred to in (B) above). The Company represents Notwithstanding anything to the contrary contained in this Agreement (but subject to Section 8.1), at any time prior to the Closing the Board shall have the right to review unsolicited proposals from third parties for an Acquisition Proposal, including but not limited to a Sale Transaction and any unsolicited proposals resulting from the actions of Holdings and its subsidiaries pursuant to this Section 9.2 (“Unsolicited Proposals”) and respond in good faith to any such proposals, including negotiating and executing any appropriate confidentiality agreements with such third parties, providing financial, legal and other information to such third parties, and negotiating the terms with respect to such proposal, or taking such other actions as the Board deems appropriate in exercising its fiduciary duties. Upon receipt of any Unsolicited Proposal, Holdings agrees that all Information furnished by you it shall use the New Investment Bank in connection with the evaluation and negotiation of such proposal; provided, that the New Investment Bank shall agree in writing not to disclose the existence or your agents will be complete and correct in all material respectsterms of any Unsolicited Proposal, including the identity of the parties thereto, to the best of your knowledge, and that until the expiration of SSG's engagement hereunder, you will advise SSG immediately of the occurrence of any event or any other change known by you or your agents which results in the Information ceasing to be complete and correct in all material respects. The Company recognizes and confirms that SSG (a) will use and rely primarily on the Information and on information available from generally recognized public sources in performing the services contemplated hereby without having independently verified any of the same, (b) does not assume responsibility for accurateness Consenting Noteholders or completeness of the Information and such other information, and (c) will not make an appraisal of any of the assets or liabilities of the Company.their representatives. -24-

Sale Transaction. As directed Each of the Parties agrees that a sale transaction or transactions (whether by way of merger(s), consolidation(s), stock purchase(s) or sale(s) of substantially all of the business of Holdings as currently conducted, a “Sale Transaction”)) should be pursued by the CompanyBoard. Promptly upon the execution of this Agreement, SSGHoldings shall issue a public announcement reasonably satisfactory to the Consenting Noteholders describing the Recapitalization. Additionally, on contemporaneously with (or promptly after) the filing of the proxy materials with respect to the Shareholder Vote, Holdings shall issue a best efforts basispublic announcement reasonably satisfactory to the Consenting Noteholders indicating that Holdings intends to pursue strategic alternatives, will act as exclusive financial advisor regarding including a Sale Transaction. Specifically, SSG will provide Holdings and the following services regarding Consenting Noteholders agree that: (i) Holdings shall retain an investment bank of nationally recognized standing mutually acceptable to the Sale Transaction: - Identify appropriate prospective purchasers Board and the Consenting Noteholders (the “New Investment Bank”) on terms mutually acceptable to the Board and the Consenting Noteholders for some or all the purpose of advising Holdings and its subsidiaries and the Company's assets or businesses; - Facilitate the due diligence review of prospective purchasers in connection with Board on a Sale Transaction; - Assist (ii) the Company in structuring New Investment Bank shall be instructed to begin as soon as practicable to prepare customary sales brochures, information memoranda and other marketing materials (collectively, “Materials”) necessary to market Holdings and its subsidiaries and/or their respective assets; (iii) the New Investment Bank shall be instructed to work with Holdings on the preparation of a competitive bidding process data room for the solicitation purposes of offers from prospective purchasers; - Advise and assist the Company in structuring the transaction and negotiating the transaction agreements; - Advise and assist the Company in conducting an auction, if appropriate, concerning the sale of some or all of its assets or businesses; - Provide litigation support to the Company in the Chapter 11 Case, as necessary, in connection with facilitating a Sale Transaction; and Mr. Dale Fuller August 11, 2004 Page 3 - Assist (iv) the New Investment Bank shall be instructed to (A) identify potential strategic and financial purchasers (“Potential Purchasers”) that it reasonably believes may be interested in xxx xxxxxxx xx participating in a Sale Transaction (and have the financial wherewithal to successfully consummate a Sale Transaction. In performing ) and (B) as the service described above, you agree to furnish or cause New Investment Bank may reasonably determine to be furnished to SSG desirable, enter into customary and appropriate confidentiality agreements with one or more of such information as SSG reasonably believes appropriate Potential Purchasers; provided, that in no event shall Holdings, Investco, Wireless or their respective agents (including the New Investment Bank) distribute any Materials or otherwise initiate any discussions or negotiations with Potential Purchasers in a Sale Transaction prior to the execution effective date of its engagement hereunder the Exchange (all such information so furnished being except that the "Information"New Investment Bank and counsel to Holdings and Investco may negotiate the terms of the confidentiality agreements referred to in (B) above). The Company represents Notwithstanding anything to the contrary contained in this Agreement (but subject to Section 8.1), at any time prior to the Closing the Board shall have the right to review unsolicited proposals from third parties for an Acquisition Proposal, including but not limited to a Sale Transaction and any unsolicited proposals resulting from the actions of Holdings and its subsidiaries pursuant to this Section 9.2 (“Unsolicited Proposals”) and respond in good faith to any such proposals, including negotiating and executing any appropriate confidentiality agreements with such third parties, providing financial, legal and other information to such third parties, and negotiating the terms with respect to such proposal, or taking such other actions as the Board deems appropriate in exercising its fiduciary duties. Upon receipt of any Unsolicited Proposal, Holdings agrees that all Information furnished by you it shall use the New Investment Bank in connection with the evaluation and negotiation of such proposal; provided, that the New Investment Bank shall agree in writing not to disclose the existence or your agents will be complete and correct in all material respectsterms of any Unsolicited Proposal, including the identity of the parties thereto, to the best of your knowledge, and that until the expiration of SSG's engagement hereunder, you will advise SSG immediately of the occurrence of any event or any other change known by you or your agents which results in the Information ceasing to be complete and correct in all material respects. The Company recognizes and confirms that SSG (a) will use and rely primarily on the Information and on information available from generally recognized public sources in performing the services contemplated hereby without having independently verified any of the same, (b) does not assume responsibility for accurateness Consenting Noteholders or completeness of the Information and such other information, and (c) will not make an appraisal of any of the assets or liabilities of the Companytheir representatives.