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U114NHtIMtx WUill <br />FDSTtA SHEPARD <br />AND <br />DONNELLY <br />Ncrth Suburban Cable Commissior <br />April 28, 1906 <br />Page Two <br />the stock of Group W. Sometime before the end of June of <br />1986 (hereinafter referred to as the 'closing•) the Buyers <br />are jointly and severally obligated to close the purchase <br />of Group W's stock from Westinghouse subject to the terms <br />and conditions of a purchase agreement dated as of December <br />23, 1985 ('Purchase Agreement*). <br />Upon the closing, the stock of Group W will be apportioned <br />among and owned by the Buyers in the following approximate <br />proportions: <br />TCIH and its affiliates or assignees 32.6► <br />ATC and its affiliates or assignees 26.4% <br />comcast and its affiliates or assignees 25.41 <br />Century and its affiliates or assignees 12.0► <br />Daniels end its affiliates or assignees 3.6► <br />100.0► <br />The Buyers have aqreed that, upon the closing, they <br />will elect the following individuals to serve as the Board <br />of Directors of Group W: <br />Presently an <br />Name offirpr of: Office Held <br />Thomas W. Binning ATC Executive Vice President <br />Stewart Blair TCIH Senior Vice President <br />Julian A. Brodsky Comcast Senior Vice President <br />Thomas A. Marinkcvich Daniels ?resident <br />Leonard Tow Century President <br />After the closing, Group W will be supervised by the <br />Board of Directors specified above and each Buyer will have <br />primary operational responsitiiity for a group of cable systems <br />which it has agreed to subsequently purchase, or trarsfer <br />to other parties, pursuant to the Purchase Agreement. <br />The six suburban Twin Cities systems currently owned <br />by Group W, including the North Suburban cable system (the <br />'System'), have been allocated to Daniels. Daniels has <br />assigned its interests in those systems to Daniels -Hauser <br />Holding Company ('D-H Holdings'), a Colorado general <br />partnership consisting of Daniels i Associates, Inc. and <br />North Central Cable Communications Company L.P. as general <br />partners. North Central Cable Communications Company L.P. <br />('North Central') is a Minnesota limited partnership consisting <br />