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<br />expenditures, including, without limitation, for purposes of completing line extensions, placing <br />conduit or cable in new developments and fulfilling installation requests, in such manner and in such <br />amounts as are consistent in all material respects with the business plan for the business of each of <br />the Company Entities for 1999, which shall be delivered by the Company to Parent within five <br />Business Days after the date ofthis Agreement. <br /> <br />Section 5.9 Affiliates of Parent and COffiPanv. Promptly after execution of this <br />Agreement, each of the directors of the Company has executed an agreement to the effect set forth <br />in this Section 5.9. Prior to the Effective Time, the Company shall deliver to Parent a letter <br />identifYing all other Persons who, to the knowledge of the Company, at the Effective Time, may be <br />deemed to be "affiliates" of the Company for purposes of Rule 145 under the Securities Act or who <br />may otherwise be deemed to be Affiliates of the Company (the "Rule 145 Affiliates"). The <br />Company shall use its reasonable best efforts to cause each Person who is identified as a Rule 145 <br />Affiliate in such list to deliver to Parent on or prior to the 30th day prior to the Effective Time, a <br />written agreement, in the form attached hereto as Exhibit B, that such Rule 145 Affiliate will not <br />sell, pledge, transfer or otherwise dispose of any Parent Class A Common Stock issued to such Rule <br />145 Affiliate pursuant to the Merger, except pursuant to an effective registration statement or in <br />compliance with Rule 145 under the Securities Act or an exemption from the registration <br />requirements of the Securities Act. <br /> <br />Section 5.10 Emolovee Benefits. <br /> <br />(a) For the period ending on the last day of the first calendar year beginning after <br />the Effective Date, Parent shall or shall cause the Surviving Corporation to maintain employee <br />benefit plans and arrangements that provide benefits, in the aggregate, on the same terms and subject <br />to the same conditions as in effect under such Benefit Plan (not taking into account benefits under <br />any Benefits Plans that are equity based). Notwithstanding the foregoing, Parent and the Surviving <br />Corporation may elect to provide any matching employer contributions required under the terms of <br />a cash or deferred arrangement intended to be qualified under Section 401 (k) of the Code in the form <br />of either Parent Class A Common Stock or cash. <br /> <br />(b) With respect to any employee benefit plans of Parent in which the employees <br />of the Company Entities participate subsequent to the Effective Time, Parent shall, or shall cause <br />the Surviving Corporation to: (A) waive all limitations as to pre-existing conditions, exclusions and <br />waiting periods with respect to participation and coverage requirements applicable to the employees <br />under any such employee benefit plan that is a welfare plan, as defined in Section 3(1) ofERlSA <br />in which such employees may be eligible to participate and (B) recognize all service of the <br />employees ofthe Company Entities with any of the Company Entities for all purposes (excluding <br />benefit accrual under any defined benefit pension plan and eligibility for benefits under any post- <br />retirement medical plans) in any employee benefit plan of Parent in which such employees may be <br />eligible to participate after the Effective Time, to the same extent taken into account under a <br />comparable Company Benefit Plan immediately prior to the Effective Time. <br /> <br />ATI/90584-8 <br /> <br />40 <br />