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ppP p.LNH[EIM[ER WOLF► 'w'w'r" anmc1%" <br />f•OuSTER SHCFARD bw+v N* ,sM,,. am <br />o.„n+^"".kmW <br />100 1 cc am, <br />.m -rurRon <br />a Wsea�ar <br />n.e.a•m.sc <br />0 AEI n,M •,rwm, AVM 4-00", <br />Va"M,�nms <br />W, mmum.m <br />,!"tom. w, a,I <br />NELLY Rj, man aw M." <br />,er. aro <br />Rr. as <br />nJA� a�r.mwm <br />nw <br />{78D <br />ovals" <br />Saint Paul <br />May 1, 1986 <br />North Suburban Cable Commission <br />2077 W. Larpenteur Avenue <br />Falcon Heights, MN 55113 <br />Re: Sale of Stock of Group M Cable, <br />Inc. <br />Dear Members of the Comad ssion: <br />we have previously advised you by letter dated April <br />28, 1986, regarding your considerations in approving, or <br />denying approval of, the proposed sale and transfer of all <br />of the capital stock of Group W Cable, Inc. by Westinghouse <br />Broadcasting and Cable, Inc. ("Westinghouse") to a group <br />of five purchasing shareholders ('Buyers"). We also feel <br />it appropriate, in light of recent developments, to further <br />advise you as follows: <br />Your consideration and evaluation of the proposed <br />transaction has been based upon representations <br />by the interested parties that any determinations <br />and any approvals with respect to that transaction <br />do not act as or imply any determinations concerning <br />or approval of any other subsequent transactions <br />involving sales or transfers of the control or assets <br />of Group W Cable, Inc., or of your cable communication <br />franchises or system. <br />Certain parties to such s,bsequent transactions <br />have expressed positions that indicate they may <br />not be bound by or agree to such separate and <br />independent consideration of the stock transfer <br />transaction apart from subsequent transactions. <br />1•o properly protect the Commission and its <br />Member -Cities from potential claims or legal <br />proceedings asserting that approval of the proposed <br />stock transfer transaction does constitute approval <br />of, or creates interests of other parties to, <br />subsequent transactions, we believe that your <br />recommendation and approval of the transfer <br />transaction should be conditioned upon receipt of <br />indemnity from Group W Cable, Inc. end Westinghouse <br />in the form set forth in the Agreement attached <br />hereto. <br />very truly yours, <br />OPPENHEIMER WOLFF FOSTER SHEPARD AND DONNELLY <br />By� <br />Craig Furrie <br />CC: cad <br />lom-re <br />