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of Continental -MN and Hauser -Inn. We have reviewed the <br />I <br />necessary restated articles of incorporation issued by the <br />Delaware Secretary of State and an Application of Foreign <br />Corporation for a Certificate of Authority to Transact <br />Business in Minnesota, with an acknowledgment of acceptance <br />by the Minnesota Secretary of State, oa behalf of North <br />Central. The most significant entity for our analysis is <br />North Central, which is designated as the Transferee. North <br />Central is duly organized and is authorized to own and <br />operate a cablesystem. The genuineness of all documents and <br />authenticity of all signatures has been presumed. <br />To facilitate an understanding of the transaction, it <br />should be kept in mind that each of the aforementioned <br />organizations is a separate and distinct entity. D-H <br />Holdings, North Central L.P., Hauser -MN, Continental -MN, and <br />North Central are entities which have been created for the <br />purpose of accomplishing this transaction. A graph setting <br />forth the proposed transaction and transition process is <br />appended to the end of this report. <br />From the information we have reviewed, it appears that <br />Daniels is an original member of the Buyer group which <br />acquired the stock in Group W Cable, Inc. from Westinghouse. <br />Broadcasting and Cable, Inc. in the earlier Transaction <br />#1. The Purchase Agreement allowed Daniels to assign its <br />rights to purchase stock in each system to other entities. <br />We have reviewed a certification indicating that Daniels has <br />- 5 - <br />