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SEC Filings

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      1.66 Systems Franchises. The IP-I Systems Franchises or the RMG Systems
Franchises, as the context requires.

      1.67 Systems Licenses. The IP-I Systems Licenses or the RMG Systems
Licenses, as the context requires.

      1.68 Tangible Personal Property. The IP-I Tangible Personal Property or
the RMG Tangible Personal Property, as the context requires.

      1.69 Taxes. Levies and assessments of any kind or nature imposed by any
Governmental Authority, including all income, sales, use, ad valorem, value
added, franchise, severance, net or gross proceeds, withholding, payroll,
employment, excise or property taxes and levies or assessments related to
unclaimed property, together with any interest thereon and any penalties,
additions to tax or additional amounts applicable thereto. For purposes of
determining any Tax cost or Tax benefit to any Person, such amount will be the
actual cost or benefit recognized by such Person at the time of actual payment
of the additional Tax or actual receipt of the Tax benefit. In the event that
any Loss, payment or other amount is required to be determined on an after-Tax
basis, such payment or other amount will be determined without regard to any Tax
cost or Tax benefit not actually recognized at the time of the determination,
and appropriate adjustments will be made when and to the extent that such Tax
cost or Tax benefit is actually recognized.

      1.70 Third Party. Any Person other than RMG and its Affiliates or IP-I and
its Affiliates.

      1.71 Transaction Documents. The Common Agreement and all instruments and
documents described in Sections 9.2 and 9.3 which are being executed and
delivered by or on behalf of any IP-I Party or RMG in connection with this
Agreement or the transactions contemplated hereby.

      1.72 Other Definitions. The following terms have the meanings set forth in
the sections indicated in the table below:

Term                                               Section
----                                               -------
<S>                                            <C> 
Agent's Fees                                        5.18
ALTA                                                 7.6
AT&T Affiliates                                      1.2
Brenmor                                        First Paragraph
Cash Consideration                                  3.1.1
Charter Parties                                   Recital D
Closing Date                                         9.1
Code                                              Recital C