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MEMORANDUM <br />August 23, 1996 <br />Page 2 <br />of the transfer. The US West resolution is conditioned upon them receiving all necessary <br />federal, state and local waivers to operate the system; and <br />3. A copy of the corporate guaranty which the parent companies will be required to sign <br />(attached to the copy of the resolution). <br />After your consideration, please sign the original (you may keep the copy for your records) and <br />RETURN THE ORIGINAL SIGNED RESOLUTION TO MY OFFICE AS SOON AS <br />POSSIBLE. <br />YOUR ACTION MUST BE TAKEN BEFORE SEPTEMBER 30, 1996. <br />If you have any questions, please feel free to contact this office. A summary of the transactions <br />is also included to expedite your review. Thank you for your consideration. <br />TDC/rs <br />CACABLE EREDITH\TRANS FER. MD 1 <br />