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STATE OF NORTH CAROLINA <br /> GUARANTY AGREEMENT <br />COUNTY OF CABARRUS <br /> <br /> GUARANTY given this 8th day of May, 1981, by THE NEWHOUSE <br />GROUP INC., hereinafter called the "Guarantor", to the CABAR- <br />RUS COUNTY BOARD OF COMMISSIONERS, hereinafter called "Board". <br /> <br /> WHEREAS, the Guarantor is in the business of publishing <br />and communications and whereas, the Guarantor wishes to merge <br />its subsidiary, SDC cable, Inc. (hereinafter called "SDC") with <br />Vision Cable Communications, Inc., a/k/a Vision Cable of Met- <br />rolina, hereinafter referred to as "Vision"; and <br /> <br /> WHEREAS, Vision has entered into a franchise agreement, <br />dated November 22, 1978, With Cabarrus County which was adopted <br />by the Board at its regular meeting on November 9, 1978, and' <br />which is hereby incorporated by reference; and <br /> <br /> WHEREAS, the Guarantor seeks the approval of the Board of <br />the merger of SDC with Vision, and the Guarantor further seeks <br />a resolution from the Board specifically approving said merger, <br /> <br /> NOW, THEREFORE, the Guarantor, in consideration of the <br />foregoing, agrees as follows~ <br /> <br /> 1) Obligations~ The Guarantor, its subsidiaries, agents <br />successors and assigns, agrees to be bound, fully amd com- <br />pletely, by the terms and conditions of the original cable- <br />Vision franchise agreement, entered into by the Board and <br />Vision, which is referred to above and incorporated by refer- <br />ence. All rights, benefits, obligations, conditions, terms, <br />covenants and conditions, which apply to Vision pursuant to the <br />aforementioned franchise agreement, are hereby assumed by The <br />Newhouse Group Inc., it subsidiaries, its agents, successors <br />and assigns to the full and same extent as Vision is bound <br />thereby. <br /> <br /> <br />