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holding cable television franchises in Iowa, Arizona, <br />Illinois, and Wisconsin. Under the Asset Purchase Agree- <br />ment, all of the systems held by DCI subsidiaries will be <br />transferred to and assumed by Dowden Partners as the primary <br />obligor. Dowden Partners has stated that there will be no <br />parent corporation which will guarantee the performance and <br />obligations of the franchise. <br />Dowden Partners originally proposed that its obligation <br />as a separate partnership would be without recourse to any <br />of its general or limited partners or their properties. <br />After discussion with the principals of Dowden Partners, <br />they have agreed to remove the condition of no recourse to <br />the general partners. Consequently, Dowden Investors and <br />Bariston Investors would be liable as general partners for <br />any obligation of Dowden Partners. <br />Based upon our review of the information constituting <br />other appropriate factors, it does not appear that there is <br />any legally justifiable cause to withhold approval of the <br />transfer to Dowden Partners. <br />V. CONCLUSION <br />The Commission may approve the transfer of ownership and <br />transfer of the franchise to Dowden Cable Partners, L.P. <br />The approval should be conditional subject to the <br />finalization of the Limited Partnership Agreement prior to <br />closing. A resolution which will effectuate the approval is <br />included with this memorandum. Following the closing of the <br />- 10 - <br />