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CORPORATE GUARANTY OF U.S. WEST, INC. This Corporate Guaranty ("Guaranty") is executed as of U.S. WEST, Inc. ("Guarantor"), for the benefit of the municipality of (" Authority"). , 1996, by 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, Guarantor has proposed a merger whereby Continental Cablevision, Inc. ("Continental") will merge into Guarantor or a subsidiary thereof and the merger will result in Guarantor or a subsidiary thereof owning and controlling Group W; and WHEREAS, the Authority's consent is required to the change of control of Group W which will result from the merger; and WHEREAS, the Authority is not willing to consent to the change of control of Group W which will result from the merger unless the Guarantor unconditional1y guarantees the payment, obligations and performance of Group W pursuant to the terms of the Franchise and certain agreements, understandings and Franchise 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 local1aws, ordinances and regulations. 2. This. Guaranty shall be effective upon the opening of business on the date when the merger of Continental and Guarantor or a subsidiary thereof 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. 3. In the event that Guarantor should breach or fail to timely perform any provisions of this Guaranty, Guarantor shall pay Authority all costs and expenses (including court costs and attorneys' fees) incurred by Authority in the successful enforcement hereof.