MCE SYSTEM"), THEN (I) THE GEOGRAPHICAL AREAS SERVICED BY SUCH DISPUTED MCE
SYSTEM SHALL BE DEEMED NOT TO BE LISTED ON SCHEDULE A OF THE SELLER DISCLOSURE
SCHEDULE AND SUCH DISPUTED MCE SYSTEM SHALL BE DEEMED NOT TO BE INCLUDED IN THE
GROUP 2 BUSINESS OR OTHERWISE RELATED TO THE GROUP 2 BUSINESS OR THE ACQUIRED
BUSINESS, (II) ANY ASSETS, LIABILITIES OR EMPLOYEES THAT WOULD, BUT FOR CLAUSE
(I) ABOVE, HAVE BEEN TRANSFERRED ASSETS, ASSUMED LIABILITIES OR TRANSFERRED
EMPLOYEES SHALL BE DEEMED NOT TO BE TRANSFERRED ASSETS, ASSUMED LIABILITIES OR
TRANSFERRED EMPLOYEES, RESPECTIVELY, (III) THE CLOSING SHALL BE EFFECTED WITHOUT
SUCH DISPUTED MCE SYSTEM, (IV) THE PURCHASE PRICE (BEFORE ADJUSTMENT UNDER
SECTION 2.6) SHALL BE REDUCED BY AN AGGREGATE AMOUNT EQUAL TO THE PRODUCT OF
(A) THE MCE PURCHASE PRICE MULTIPLIED BY (B) THE QUOTIENT OBTAINED BY DIVIDING
(1) THE AGGREGATE NUMBER OF BASIC SUBSCRIBERS SERVED BY ALL SUCH DISPUTED MCE
SYSTEMS AS OF DECEMBER 31, 2004 BY (2) THE AGGREGATE NUMBER OF BASIC SUBSCRIBERS
SERVED BY ALL MCE SYSTEMS AS OF DECEMBER 31, 2004, SUCH REDUCTION TO BE APPLIED
SOLELY TO THE PURCHASE SHARES (WHERE EACH PURCHASE SHARE IS VALUED AT THE PER
SHARE VALUE OF THE PURCHASE SHARES) (THE AMOUNT OF SUCH PURCHASE SHARE REDUCTION
WITH RESPECT TO EACH SUCH DISPUTED MCE SYSTEM, THE "INITIAL MCE PURCHASE
PRICE"), (V) THE SELLER'S STATEMENT DELIVERED IN RESPECT OF THE GROUP 2 BUSINESS
SHALL BE PREPARED TO REFLECT THE FOREGOING AND (VI) WITH RESPECT TO THE DISPUTED
MCE SYSTEMS, THE DETERMINATION OF THE CLOSING ADJUSTMENT AMOUNT (CALCULATED AS
TO EACH SUCH DISPUTED MCE SYSTEM SEPARATELY AS IF IT WERE ITS OWN SPECIFIED
BUSINESS AND ASSUMING THE NET LIABILITIES ADJUSTMENT AMOUNT FOR EACH
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SUCH DISPUTED MCE SYSTEM IS ZERO) SHALL BE MADE IN ACCORDANCE WITH SECTION 2.6
EXCEPT THAT THE SUBSCRIBER CAP SHALL NOT APPLY TO THE DETERMINATION OF THE
SUBSCRIBER ADJUSTMENT AMOUNT AND THERE SHALL BE NO ADJUSTMENT TO THE PURCHASE
PRICE AT THE CLOSING AS A RESULT OF SUCH DETERMINATION (THE AMOUNT BY WHICH THE
PURCHASE PRICE WOULD HAVE BEEN ADJUSTED (EXPRESSED AS A NEGATIVE IF DECREASED
AND AS A POSITIVE IF INCREASED) IN RESPECT OF EACH SUCH DISPUTED MCE SYSTEM AS
DETERMINED PURSUANT TO THIS CLAUSE (VI), THE "INITIAL DISPUTED MCE SYSTEM
ADJUSTMENT AMOUNT").
(B)
WITH RESPECT TO ANY DISPUTED MCE SYSTEM, SELLER SHALL (I) USE
COMMERCIALLY REASONABLE EFFORTS TO CAUSE EACH SUCH DISPUTED MCE SYSTEM TO BE
BOUND BY A WRITTEN MANAGEMENT AGREEMENT WITH BUYER (OR ITS DESIGNEE) AS OF THE
CLOSING, IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO BUYER AND SELLER (EACH
SUCH AGREEMENT, AN "MCE MANAGEMENT AGREEMENT"), AND (II) CONTINUE DURING THE
SUCCEEDING 15 MONTHS (THE "MCE PERIOD") USING COMMERCIALLY REASONABLE EFFORTS TO
OBTAIN FULL DIRECT OR INDIRECT OWNERSHIP OF, AND AN MCE DISCHARGE WITH RESPECT
TO, SUCH DISPUTED MCE SYSTEM (IT BEING UNDERSTOOD THAT, FOR PURPOSES OF THIS
SECTION 2.7(B), IF SELLER HAS THE RIGHT TO CAUSE THE TRANSFER OF GOOD AND
MARKETABLE TITLE TO THE ASSETS OF ANY MCE SYSTEM (FREE AND