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<br />"Director Options" is defined in Section 2.6(a). <br /> <br />"Directors Plan" is defined in Section 2.6(a). <br /> <br />"Dissenting Shares" is defined in'Section 2.4. <br /> <br />"DOl" means the Department of Justice. <br /> <br />"Effective Date" is defined in Section 2.1!b). <br /> <br />"Effective Time" is defined in Section 2.l(b ). <br /> <br />"Election" is defined in Section 2.2( e ). <br /> <br />"Election Deadline" is defined in Section 2.2(j). <br /> <br />"Environmental Laws" is defined in Section 3 .15( d). <br /> <br />"Environmental Permits" is defined in Section 3.15(d). <br /> <br />"Equivalent Basic Subscribers" means subscribers to the Cable Systems receiving basic <br />service under bulk billing arrangements which provide for pricing at a rate that is not equal to the <br />published residential rate card rate, including, without limitation, multi-unit residential complexes, <br />hospitals, commercial accounts. bars and taverns, but excluding hotels and motels. The number of <br />Equivalent Basic Subscribers shall be determined by dividing (i) the monthly aggregate amount <br />billed for basic and CPST cable television service as of the most recent end-of-month billing cycle <br />cut-off immediately preceding the date such determination is to be made, by (ii) the published <br />residential rate card rate in effect for basic and CPST cable television service, respectively, as of the <br />date such determination is to be made. <br /> <br />"ERlSA" means the Employee Retirement Security Act of I 974, as amended. <br /> <br />"Excess Shares" is defined in Section 2.3. <br /> <br />"Exchange Act" means the Securities Exchange Act of 1934, as amended. <br /> <br />"Exchange Agent" is defined in Section 2.2(il. <br /> <br />"Exchange Fund" is defined in Section 2.5(a). <br /> <br />"Excluded Shares" is defined in Section 2.2!b ). <br /> <br />"'. <br /> <br />"Expiring Franchise" is defined in Section 5.6(b). <br /> <br />ATl/90584-8 <br /> <br />A-4 <br />