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<br />J. <br /> <br />.. <br />, <br /> <br />. <br /> <br />. <br />..,. ," <br />. <br /> <br />INDEMNITY JlGREEMBNT <br /> <br />. <br /> <br />This Agreement, dated May_ . 1986, by and among <br />North Suburban Cable Commission, a joint powers governmental <br />body (the "Commission"), GroupW Cable, Incorporated ("Group <br />W") and Westinghouse Broadcasting and Cable Incorporated <br />("Westinghouse"), <br /> <br />WITNESSETH <br /> <br />Whereas, Group W has requested that the Commission, and <br />each of its City-Members consisting of Arden Bills, Falcon <br />Heights, Lauderdale, Little Canada, Moundsview, New Brighton, <br />North Oaks, Roseville, St. Anthony And Shoreview, Minnesota <br />(collectively the "Cities") approve the sale and transfer <br />(the "Transfer Transaction") of all of the issued and <br />outstanding shares of the capital stock of Group W from <br />Westinghouse to a group of five purchasing shareholders <br />(collectively the "Buyers"), <br /> <br />Whereas, the Commission and the Cities also have been <br />requested to approve one or more corporate dissolution or <br />asset transfer transactions ("Subsequent Transactions") <br />involving the transfer to .. North Central Cable.. Communications <br />Company, L.P. ("North Central") of Group W Cable of the North <br />Suburbs, Inc., a subsidiary corporation of Group Wand/or <br />ownership of the Cities' cable communication franchises (the <br />"Franchises") and cable cODUlunication system (the "System"), <br /> <br />. <br /> <br />Whereas, a major consideration in the Commission's review <br />and evaluation of its approval or denial of the Transfer <br />Transaction has been and continues to be the clear and definite <br />separation and independent consideration of the Transfer <br />'l'ransaction apart from any Subsequent .Transactions for purposes <br />of assuring that (1) any approval of the Transfer Transaction <br />has no effect to approve, and does not indicate acceptance <br />or approval of any Subsequent Transaction, and (2) any <br />determinations or findings with respect to, or any approval <br />of, the Transfer Transaction will not be construed, interpreted <br />or viewed as consideration or consent to any Subsequent <br />'l'ransaction, or have the effect of binding or estopping the <br />COmmission and the Cities in their review, evaluation and <br />approval or denial of any Subsequent Transaction, <br /> <br />Whereas, notwithstanding written confirmations received <br />from Group W, the Buyers and North Central, representatives <br />of the Commission have received information and had discussions <br />