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CORPORATE GUARANTY OF CONTINENTAL CABLEVISION, INC. This Corporate Guaranty ("Guaranty") is executed as of , 1996, by Continental Cablevision, Inc. ("Guarantor"), for the benefit of the municipality of (" Authority"). WITNESSETH: WHEREAS, pursuant to the cable television franchise (the "Franchise") between the Authority and Group W ("Group W"), and certain agreements, understandings and Franchise amendments related thereto, Group W has certain obligations related to the provision of cable television and related services for the Authority's citizens; and WHEREAS, Group W is owned by MeredithlNew Heritage Strategic Partnership, L.P. ("MNHSP"); and WHEREAS, the general partner of MNHSP has entered into a Purchase Agreement dated March 15, 1996, with Guarantor whereby said general partner is proposed to be replaced by either Continental of Minnesota, Inc. or Continental of St. Paul, Inc., both wholly owned subsidiaries of Guarantor (the "Meredith/Continental Agreement"); and WHEREAS, the Authority's consent is required to the change of control of Group W which will result from said purchase; and WHEREAS, the Authority is not willing to consent to the change of control of Group W which will result from said purchase unless the Guarantor unconditionally guarantees the payment, obligations and performance of Group W pursuant to the terms of the Franchise and certain agreements, understandings and FraDCmse amendments related thereto. NOW, THEREFORE, as a condition of Authority's consent to the change of control of Group W, the parties do hereby agree as follows: 1. Guarantor irrevocably and unconditionally guarantees to the Authority or its successor and assigns prompt and satisfactory payment and performance by Group W of the Franchise and those certain agreements, understandings and Franchise amendments related thereto, and all applicable federal, state and local laws, ordinances and regulations. 2. This Guaranty shall be effective upon the opening of business on the date when the transaction contemplated in. the Meredith/Continental Agreement is closed, and shall run throughout the term of the Franchise, and any renewal or extension thereof, except that this Guaranty shall terminate at such earlier time that Guarantor lawfully transfers ownership or control of Group W in accordance with the Franchise and applicable federal, state and local law , including receipt of consent from Authority for such transfer.