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INDEMNITY AGREa'MBNT <br />This Agreement, dated May _ , 1966, by and among <br />North Suburban Cable Commission, a joint powers governmental <br />body (the "Commission"), Group M Cable, Incorporated ('Group <br />N') and Westinghouse Broadcasting and Cable Incorporated <br />("Westinghouse'); <br />WITNESSETB <br />Whereas, Group W has requested that the Commission, and <br />each of its City -Members consisting of Arden Rills, Falcon <br />Heights, Lauderdale, Little Canada, Moundsview, New Brighton, <br />North Oaks, Roseville, St. Anthony and Shoreview, Minnesota <br />(collectively the 'Cities') approve the sale and transfer <br />(the 'Transfer Transaction') of all of the issued and <br />outstanding shares of the capital stock of Group W from <br />Westinghouse to a group of five purchasing shareholders <br />icollec',ively the 'Buyers'); <br />Whereas, the Commission and the Cities also have been ' <br />requested tc approve one or more corporate dissolution or <br />asset transfer transactions ("Subsequent Transactions") <br />involving the transfer to North Central Cable Communications <br />Company, L.Y. t'North Central') of Group W Cable of the North <br />Suburbs, Inc., a subsidiary orporation of Group W and/or <br />ownershir, of the Cities' cable communication franchises (the <br />'Franchises"` and cable communication system (the 'System"); <br />Whereas, a major consideration in the Commission's review <br />and evaluation of its approval or denial of the Transfer <br />Transaction has been and continues to be the clear and definite <br />Reparation and independent consideration of the Transfer <br />Transaction apart from any Subsequent Transactions for purposes <br />of assuring that (1) any approval of the Transfer Transaction <br />has no effect to approve, and does not indicate acceptance <br />or approval of any Subsequent Transaction, and (i) any <br />determinations or findings with respect to, or any approval <br />of, the Transfer Transaction will not be construed, interpreted <br />or viewed as consideration or consent to any Subsequent <br />Transaction, or have the effect of binding or *stopping the <br />Commission and the Cities in their review, *valuation and <br />approval or denial of any Subsequent Transaction; <br />Whereas, notwi0 standing written confirmations received <br />from Group W, the Buyers and North Central, representatives <br />of the Commission have received information and had discussions <br />