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OPPENHCIMER WOLFT <br />FOSpTER SHVARD <br />DONNELLY <br />North Suburban Cable Commission <br />April 28, 1986 <br />Page Four <br />Directors) and of your cable System throLgh North Central <br />will be affected. <br />The Purchase Agreement between Westinghouse and the <br />Buyers requires that the Buyers assume all Group W systems <br />.as is'. The Buyers are not permitted to request or meke <br />any franchise modifications, nor have you been requested <br />by the Buyers to make any such franchise modifications. <br />The Commission should consider the following factors <br />in determining whether to recommend approval or denial of <br />the Transfer Transaction: <br />1) Legal and character qualifications of Group W and <br />the Buyers; <br />2) Technical ability of Group W as a result of the <br />change in control land if necessary the technical <br />ability of the Buyers and any third party engaged <br />by Group W to manage your system); and <br />3) Financial stability of Group W as a result of the ' <br />change of control. <br />III. Analysis <br />A. Legal qualifications <br />The legal qualifications standard relates primarily <br />to an analysis of whether the Buyers involved in the <br />transaction are duly organized and authorized to own the <br />cable system and franchises. Each of the Buyers involved <br />in this transaction is duly organized and authorized to own <br />a cable system and franchise. Two of the Buyers are the <br />two largest cable companies in the United States. The <br />character qualifications of the Buyers are satisfactory. <br />Therefore, based upon our review of the information <br />provided, it would appear that the Commission and Cities <br />could not reasonably withhold approval of the Transfer <br />Transaction based upon the legal or character qualifications <br />of the Buyers. <br />B. Technical ability <br />The technical ability factor relates to the technical <br />expertise and experience in operating and maintaining a cable <br />