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MEMORANDUM <br /> illAugust 9, 1996 <br /> Page 11 <br /> Another legal qualification concern was the apparent inability of US West to identify the corporate <br /> structure so that the Authorities could be clear "where the buck stops" in case of trouble. <br /> Suffice it to say, after long hours of discussion, we determined that only a parent <br /> corporation guaranty from US West, Inc. guaranteeing the performance of the local systems would <br /> be an acceptable solution. We have received assurances that US West, Inc. will execute such a <br /> guaranty (see Exhibit 5). Any consenting resolution will be contingent on such a guaranty. <br /> 5. CHARACTER QUALIFICATIONS. <br /> In response to our Request for Additional Information, US West has represented that it has <br /> not been convicted in a criminal proceeding relating to any of the usual inquiries regarding <br /> III <br /> character. The character qualifications West,of US as well as the individuals involved, are. <br /> satisfactory. <br /> Based upon our review of the information provided, it would appear that the Authorities <br /> could not reasonably withhold approval of the merger based on the legal or character <br /> qualifications of US West or its principals, provided that all waivers and approvals required by <br /> federal, state and local law are secured, and further provided US West, Inc. guarantees the <br /> performance of its subsidiaries. <br /> 6. TECHNICAL ABILITY. <br /> The technical ability factor relates to the technical expertise and experience of US West <br /> in operating and maintaining a cable system. This analysis focuses on the current and former <br /> 1111 experience of the proposed owner. US West has little such experience and relies almost entirely <br />