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533
<br />
<br /> 1) Obligations. The Guarantor, its subsidiaries, agents, successors
<br />and assigns, agrees to be bound, fully and completely, by the terms and
<br />conditions of the original Cablevision franchise agreement, entered into
<br />by the Board and Vision, which is referred to above and incorporated by
<br />reference. Ail rights, benefits, obligations, conditions, terms, covenants
<br />and conditions, which apply to Vision pursuant to the aforementioned
<br />franchise agreement, are hereby assumed by The Newhouse Group Inc., its
<br />subsidiaries, its agents, successors and assigns to the full and same extent
<br />as Vision is bound thereby.
<br /> 2) Terms Of Guaranty. This Guaranty shall continue until terms and
<br />conditions of the foregoing franchise agreement have'been satisfactorily
<br />performed or otherwise discharged. The Guarantor shall be bound by the
<br />obligations under the franchise agreement as fully as Vision is now bound
<br />thereby.
<br /> 3) Modification. The parties to the foregoing Guaranty Agreement may
<br />modify, alter or change the conditions of the original franchise agreement
<br />between the Board and Vision or the terms of this agreement by consent, at
<br />any time, provided that said modification is in writing.
<br /> 4) Benefits. This agreement shall inure to the Board, its successors
<br /> and assigns, and shall be binding upon the Guarantor, its successors and
<br /> assigns.
<br /> 5) Effectiveness. This agreement is contingent upon, and will not be
<br /> effective until, the consummation of the merger of SDC and Vision.
<br /> IN WITNESS WHEREOF, the Guarantor has signed this Guaranty Agreement
<br /> this 13th day of May, 1981.
<br /> THE NEWHOUSE GROUP INC.
<br />
<br />ATTEST:
<br />
<br />BY: (signature)
<br /> President
<br />
<br /> (signature)
<br /> Secretary
<br />~orporate Seal)
<br />
<br /> Mr. John Boger, County Attorney, introduced a resolution granting approval
<br />to the merger of Vision Cable Communications, Inc., and a subsidiary of The
<br />Newhouse Group, Inc. He advised the Board that the Guaranty Agreement would
<br />be amended as follows to show a consideration of $5.00 paid by the County
<br />for the Guaranty Agreement.
<br />
<br />NOW, THEREFORE, the Guarantor, in consideration of the foregoing
<br />and the sum of Five Dollars ($5.00) paid by the County to the
<br />Guarantor, agrees as follows:
<br />
<br /> UPON MOTION of Commissioner Nash, seconded by Commissioner Cook and
<br />unanimously carried, the Board adopted the following resolution as presented
<br />by Mr. John Boger, County Attorney.
<br />
<br /> WHEREAS, Vision Cable Communications, Inc. ("Vision") is the cable
<br />television franchisee in Cabarrus County; and
<br /> WHEREAS, The Newhouse Group, Inc. ("Newhouse") proposes to acquire control
<br />of Vision through a merger between Vision and a subsidiary of Newhouse, as set
<br />forth in a letter application from Vision to the County dated May 4, 1981; and
<br /> WHEREAS, the approval of the Board of Commissioners has been requested as
<br />to the proposed transaction;
<br /> NOW, THEREFORE, BE IT RESOLVED that the Board of Commissioners of Cabarrus
<br /> County hereby grants its approval to permit Newhouse to acquire control of
<br /> Vision through the merger of Vision and a subsidiary of Newhouse, all as set forth
<br /> in the l~etter application from~Vision to the County dated May 4, 1981.
<br /> WHEREAS, Newhouse proposes, subsequent to the merger, to transfer the
<br /> Cabarrus County franchise to an affiliate of Vision and to transfer the stock
<br /> of such affiliate to another corporation under common control with Newhouse;
<br /> FURTHER RESOLVED, that the Board of Commissioners of Cabarrus County
<br /> hereby grants its consent to permit Newhouse to cause the transfer of the
<br /> Cabarrus County franchise to any affiliate of Vision, and the transfer of the
<br /> stock of such affiliate to any corporation owned, directly or through inter-
<br /> mediary ownership, by the current ultimate parent of Newhouse, so long as
<br /> Newhouse remains bound by the franchise agreement between Cabarrus County and
<br /> Vision.
<br />
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