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HomeMy WebLinkAbout1988- Correspondence Relating to the CATV Franchise POPHAM, HAI K,SCHN0BRICH & KAUFMAN, LTD. 3300 PIPER JAFFRAY TOWER MINNEAPOLIS, MINNESOTA 55402 WAYNE G.POPHAM THOMAS J.BARRETT TELEPHONE MARK B.PETERSON TERRANCE A.COSTELLO AYMOND A. HAIK JAMES A.PAYNE 612-333-4800 D.RANDALL BOYER JOSEPH D.VASS OGER W.SCHNOBRICH DAVID A.JONES BRIAN N.JOHNSON BRIAN W.OHM ENVER KAUFMAN LEE E.SHEEHY TELECOPIER TIMOTHY W.KUCK STEVEN A.CHELESNIK ROBERT A.MINISH ALAIN FRECON 1331 612-334-2713 CAROL B.SWANSON GREGORY G.SCOTT ROLFE A.WORDEN LESLIE GILLETTE 1321 612-334-2781 BRUCE A.PETERSON ROSANNE G.ZAIDENWEBER G.MARC WHITEHEAD MICHAEL T.NILAN JULIE A.SWEITZER ROBERT C.CASTLE (311612-334-2503 BRUCE O.WILLIS ROBERT H.LYNN THOMAS C.MIELENHAUSEN THERESE M.HANKEL FREDERICK S.RICHARDS THOMAS M. SIPKINS KATHLEEN A.BLATZ JULIE FLEMING-WOLFE G.ROBERT JOHNSON ROBERT C.MOILANEN MICHAEL D.CHRISTENSON DEBORAH A.DYSON GARY R.MACOMBER THOMAS F.NELSON SUITE 2400 J.MICHAEL SCHWARTZ ZACHARY M.JONES ROBERT S.BURK THOMAS J.RADIO 1200 SEVENTEENTH STREET LARAYE M.OSBORNE BENSON K.WHITNEY HUGH V.PLUNKETT,111 DAVID L.HASHMALL DENVER, COLORADO 80202 TODD M.JOHNSON KATHRYN M.WALKER FREDERICK C.SROWN KATHLEEN M.MARTIN TELEPHONE 303-893-1200 JEFFREY P.CAIRNS GEORGE J.SOCHA THOMAS K.BERG JOHN C.CHILDS LOUIS P.SMITH SHANE R.KELLEY JAMES R.STEILEN DOUGLAS P.SEATON TELECOPIER 303-893-2194 BRUCE H.LITTLE SUSAN M.WEIS JAMES B.LOCKHART THOMAS E.SANNER MARK F.PALMA MARK F.TEN EYCK ALLEN W.HINDERAKER RICHARD A.KAPLAN SUITE 300 SOUTH RUSSELL S.PONESSA DUANE R.NOECKER CLIFFORD M.GREENE BRUCE B.M-PHEETERS 1800 M STREET,N.W. BRYAN L.CRAWFORD D.WILLIAM KAUFMAN SCOTT E.RICHTER WASHINGTON, D. C. 20036 MATTHEW E.DAMON MICHAEL O.FREEMAN PAUL J.LINSTROTH TELEPHONE 202-828-5300 JOHN W.PROVO HOWARD SAM MYERS,111 SCOTT A.SMITH TELECOPIER 202-828-5318 ELLEN SUE PARKER LARRY D.ESPEL ELIZABETH A.THOMPSON GREGORY G. BROOKER OF COUNSEL JANIE S.MAYERON KEITH J.HALLELAND DIRECT DIAL NUMBER WILLIAM M.OJILE,JR. FRED L.MORRISON 334-2669 March 14, 1988 Mr . Adrian Herbst Herbst, Thue & Matz 950 Northland Plaza 3800 West 80th Street Bloomington, MN 55431 Re: Dear Mr. Herbst: Attached please find a Resolution of the Board of Directors of Rogers Cablesystems of America, Inc. dated July 22, 1986; a Resolution of the Board of Directors of Rogers American Cable Corp. (which was subsequently merged into Rogers U.S. Cablesystems, Inc . ) dated July 22 , 1986 and a Resolution of the Board of Directors of Rogers Cablesystems of Minnesota, Inc. (which has subsequently changed its name to Rogers Cablesystems of the Southwest, Inc. ) also dated July 22, 1986. These Resolutions were passed by the companies as a part of the refinancing of the limited partnership' s debt. As you know, the extension of the franchises was an integral part of that refinancing and the execution of documents to effectuate the extension is contemplated by these Resolutions . Certified copies of these Resolutions were provided to the cities at the time of the 1986 closing of the refinancing. As such, I have attached photocopies of those Resolutions. In addition, enclosed is a certified Resolution of the Board of r • Mr . Adrian Herbst March 14, 1988 Page 2 Directors of Rogers Communications, Inc. dated February 4, 1988 authorizing the execution of the appropriate documents. Please feel free to contact me if you have any questions. Very truly yours, ? \_JW 'O David A. Jones DAJ/mn Enclosures 5842B POPHAM, HAIK,SCHNOBRICH & KAUFMAN, LTD. 3300 PIPER JAFFRAY TOWER MINNEAPOLIS, MINNESOTA SS402 IAYNE G.POPHAM JAMES A.PAYNE TELEPHONE D.RANDALL BOYER GREGORY G.SCOTT AYMOND A. HAIK DAVID A.JONES 612-333-4800 BRIAN N.JOHNSON ROSANNE G.ZAIDENWEBER OGER W.SCHNOBRICH LEE E.SHEEHY TIMOTHY W.KUCK ROBERT C.CASTLE* DENVER KAUFMAN ALAIN FRECON TELECOPIER CAROL B.SWANSON THERESE M.HANKEL ROBERT A.MINISH LESLIE GILLETTE 133)612-334-2713 BRUCE A.PETERSON JULIE FLEMING-WOLFE ROLFE A.WORDEN MICHAEL T.NILAN (32)612-334-2781 JULIE A.SWEITZER DEBORAH A.DYSON G.MARC WHITEHEAD ROBERT H.LYNN THOMAS C.MIELENHAUSEN ZACHERY M.JONES BRUCE O.WILLIS THOMAS M.SIPKINS (311612-334-2503 MICHAEL D.CHRISTENSON BENSON K.WHITNEY FREDERICK S.RICHARDS ROBERT C.MOILANEN J.MICHAEL SCHWARTZ KATHRYN M.WALKER G.ROBERT JOHNSON THOMAS F.NELSON TODD M.JOHNSON GEORGE J.SOCHA GARY R.MACOMBER THOMAS J.RADIO SUITE 2400 JEFFREY P.CAIRNS SHANE R.KELLEY ROBERT S.BURK DAVID L.HASHMALL 1200 SEVENTEENTH STREET LOUIS P.SMITH SUSAN M.WEIS HUGH V.PLUNKETT,III KATHLEEN M.MARTIN DENVER, COLORADO 80202 BRUCE H. LITTLE MARK F.TEN EYCK FREDERICK C.BROWN JOHN C.CHILDS MARK F.PALMA DUANE R.NOECKER THOMAS K.BERG DOUGLAS P.SEATON TELEPHONE 303-893-1200 RUSSELL S.PONESSA JAMES R.STEILEN THOMAS E.SANNER TELECOPIER 303-893-2194 BRYAN L.CRAWFORD JAMES B.LOCKHART RICHARD A.KAPLAN MATTHEW E.DAMON ALLEN W.HINDERAKER BRUCE B.MCPHEETERS SUITE 300 SOUTH, JOHN W.PROVO OF COUNSEL CLIFFORD M.GREENE SCOTT E.RICHTER 1800 M STREET,N.W. ELLEN SUE PARKER FRED L.MORRISON D.WILLIAM KAUFMAN PAUL J.LINSTROTH WASHINGTON, D. C. 20036 GREGORY G. BROOKER MICHAEL 0.FREEMAN SCOTT A.SMITH TELEPHONE 202-828-5300 WILLIAM M.OJILE,JR. HOWARD SAM MYERS,III DONALD M. LEWIS TERRANCE A.COSTELLO TELECOPIER 202-826-5318 LARRY D.ESPEL ELIZABETH A.THOMPSON JOSEPH D.VASS JANIE S.MAYERON KEITH J.HALLELAND DIRECT DIAL NUMBER BRIAN W.OHM *ADMITTED IN IOWA THOMAS J.BARRETT MARK B.PETERSON STEVEN A.CHELESNIK *ADMITTED IN ILLINOIS 334-2669 March 15, 1988 The Honorable C. Wayne Courtney City of Edina 4801 West 50th Street Edina, Minnesota 55424 Re: Rogers Cablesystems of Minnesota Limited Partnership, a Minnesota Limited Partnership Our File No. 8518-200 The Honorable Mayor Courtney and Members of the City Counsel : We have acted as counsel to Rogers Cablesystems of Minnesota Limited Partnership, a Minnesota limited partnership (the "Partnership" ) in connection with the preparation, execution and delivery of : ( i ) the Acceptance of a Franchise for a Cable Television System dated January 20, 1988 (the "Acceptance" ) ; and (ii ) the Agreement of Joint and Several Liability entered into by Rogers Cablesystems of America, Inc , ( "RCA" ) , Rogers Communications Inc. ( "RCI" ) , Rogers U.S. Cablesystems Inc . ( "RUSCI") and the City of Edina ( "City") dated January 19, 1988, (the "Agreement" ) . In that connection, we have examined (a) the Limited Partnership Agreement and the Certificate of Limited Partnership of the Partnership dated June 11, 1980, and all amendments thereto, as filed of record in both Hennepin County, Minnesota and with the Secretary of State of Minnesota ; (b) Certificate of Incorporation of RCA, and all amendments thereto, as filed with the Secretary of State of the State of Delaware ; (c) the Articles of Incorporation of Rogers Cablesystems of the Southwest, Inc . ( "RCTSI" ) , the City of Edina March 15, 1988 Page 2 general partner of the Partnerhsip, and all amendments thereto, as filed with the Secretary of State of the State of Minnesota; (d) the Articles of Incorporation of RUSCI , and all amendments thereto, as filed with the Secretary of State of Delaware ; (e) the Bylaws, as amended, of RCA, RUSCI and RCTSI ; ( f) the minutes of the meeting of shareholders and directors of RUSCI, RCA and RCTSI ; (g) the Acceptance, the Agreement, and such other documents, laws and regulations as we have deemed necessary to render this opinion. As to matters related to RCI, except as to enforceability under Minnesota law, we have relied solely upon the opinion of Russel & Dumoulin, RCI ' s counsel in Vancouver, British Columbia, Canada, a copy of which is attached hereto. Based upon such examination and such other considerations of law and facts as we believe to be relevant, including factual representations made to us by corporate officers of RCA, RUSCI and RCTSI , we are of the opinion that; 1. The Partnership is a limited partnership duly formed and validly existing under and pursuant to the Minnesota Uniform Limited Partnership Act ( "Act" ) and has the power and authority to transact business in the State of Minnesota. 2 . The execution and delivery of the Acceptance by the Partnership are within the Partnership' s power, have been duly executed and delivered, and have been duly authorized by all necessary corporate and partnership action and the persons executing the Acceptance on behalf of the Partnership thereunder have the power and authority to act for and on behalf of the Partnership. The Partnership has all requisite power and authority to conduct its business, to own its properties, and to execute and deliver, and to perform all of its obligations under the Acceptance. 3. The Franchise and the Acceptance are legal, valid and binding obligations of the Partnership enforceable against the Partnership in accordance with their respective terms, the making and performance of which have been duly authorized by all necessary corporate, partnership and other action, and the carrying out of the transactions contemplated thereby do not and will not violate, conflict with or constitute a default under the terms of the Limited Partnership Agreement of the Partnership or any outstanding indenture, mortgage, deed of trust, bank loan, credit agreement, franchise or other instrument to which it is a party by which its properties are bound. City of Edina March 15, 1988 Page 3 4. RCA and RUSCI are both corporations duly existing and in good standing under the laws of the State of Delaware. RCI is a corporation duly existing and in good standing under the laws of Canada. The execution and delivery of the Agreement and the performance by RCA, RUSCI and RCI (the "Obligors" ) of their obligations under the Agreement are within Obligors ' corporate powers, and have been duly authorized by all necessary corporate action and the persons executing the Agreement and otherwise performing the obligations of Obligors thereunder have the power and authority to act for and on their behalf. Obligors have all requisite power and authority, corporate or otherwise, to conduct their business and to execute and deliver, and to perform all of their obligations under the Agreement . The Agreement has been duly executed and delivered by the Obligors and is the legal, valid and binding obligation of Obligors enforceable against Obligors in accordance with its terms, the making and performance of which have been duly authorized by all necessary corporate and other action, and the carrying out of the transactions contemplated thereby do not and will not violate, conflict with or constitute a default under the terms of their respective articles of incorporation or bylaws or any outstanding indentures, mortgage, deed of trust, bank loan, credit agreement, franchise or other instrument to which the Obligors, individually or jointly, are a party or by which their respective properties are bound. 5. There is no action, suit or proceeding pending, threatened or affecting the Partnership or the properties of the Partnership before any court or governmental department, commission, board, bureau, agency or instrumentality which, if determined adversely to the Partnership would have a material adverse effect on the financial condition, properties or operations of the Partnership, or the execution or validity of the Franchise and the Acceptance, or on the ability of the Partnership to perform its obligations under the Franchise and the Acceptance except as set forth in Exhibit 1 attached hereto. 6. There is no action, suit or proceeding pending or threatened or affecting Obligors or the properties of Obligors before any court or governmental department, commission, board, bureau, agency or instrumentality which, if determined adversely to Obligors would have a material adverse effect on the financial condition, properties or operations of the respective companies, on the execution or validity of the Agreement or on the ability of the Obligors to perform their obligations under the Agreement. 7. The Partnership is not currently in violation of any terms of its Limited Partnership Agreement and the Partnership is City of Edina March 15, 1988 Page 4 currently not in violation of any provision or in default under any agreement to which the Partnership is a party. 8. To the best of our knowledge, the Obligors are not currently in violation of any terms of their respective articles of incorporation or bylaws and Obligors are currently not in violation of any provision or in default under any agreement to which Obligors, individually or jointly, are a party. We express no opinion concerning the applicable laws of bankruptcy, insolvency or similar laws affecting the rights of creditors generally. POPHAM, HAIK, SCHNOBRICH & KAUFMAN, LTD. By 2��- CQ ('k David A. Jones DAJ/jlh/5610B cc: Philip B. Lind Vernon Achber David Miller, Esq. Clifford D. Williams City of Edina March 15, 1988 Page 5 EXHIBIT 1 The staff of the Southwest Suburban Cable Commission ( "Staff" ) has indicated that the certificates of insurance filed with the City may not meet the requirement of the Franchise. The Staff has also indicated that letters of credit required by the Franchise must be renewed. The Partnership is working with the Staff to resolve these issues to the satisfaction of the Staff. RUSSELL & DuMOULIN BARRISTERS & SOLICITORS A.M.RU 59 CLL.O.C.(197AI OOVOLAO —K.DROWN,D.C.(104&t) DONALD A.WILLIAMSON D.M.M.GOLO.C,0C. P.BRUCC MARVEY,O.C. R.H.GVILC.O,b. TELEOHONC: 688-3411 AREA COpE 604 S,W.F.FODC.Qw OCNJAMIN O.YRCV,NO.O.C. AR-MLR C.MARJCT JOHN 0.SMITH SNC RMAN W.0000,CC. GEORGE W.rORSTCR LCO�QLD AMIGHETTI,O.C. JOHN B.L.RO6CRr$ON ANTHONY R PANTAGCO.O.C. RAC A.ROSS J.THOMAS CNOW11i. W.5,BER.AbIMO.O.C. _ GAVIN M.G.HUME JAMCS G.CARPMIN MICHAEL W.HUNTCP J,M.MCCOPLIICK C EDWARD■ARNCS CAI.NEON CHRISTOPHER HARVEY OOUGLAO 0.S.WAC TELECOPICR H.LAINO DROWN •BTEC A,OYER JAMES D.PIPS ALLAN MFDONC LL Oa>i-7503 WCTCW W.6HCCN R06 CRT A.00ODWICM KIPSTI w._GI66 NORAH hHALL TELCK O4 53197 KEVIN F.O'NCILL ORVCC R.ORIDT DONALD M.DALIK ROBERT J.ROSE JAMES H,MACMALTCR KAT.CRINC J.MC LLC. MaR,ON J.ALLAN OAWY R.SOLUS WATh101A LJANCCN •LC,'OCK W„aCIDDO D.MUPPAY TCVLiN ROaCRT W,JENKINS 17TH FLOOR,MACMILLAN ULD W. AN CASSIC W.STANLEY MARTIN 0—ALCS r.WILLMS MICHAEL A.FITCM LAN BLOEOEL 6 I ING JOHN R,VRCH MCLMyT K,JOHANNSCN THOMAS R.MANSON ALAN D.WINTCR MA.CEL J.PCERSON ANICL OLCAOLC K.JILL EACOCA JO-ANN M.DAYLSUSAN M.CYRC MCNPI O.ALVAREZ D,DCOrrRCY G.COWPCR G STREET O 9, CY THOMAS r,OCASLEY 1075 WEST GCOR IA DINYAR MARSD AN W,CHAWb J.OLSON WCNDY N.PITT-GROOKC P.GEOrrRCT PLANT MARINA A.PRATCMCTT NOW'NC A.MA OONALO MVRRAY O,OLOK ■RENT 0,MULLIN SVlAN I.PAISM PAUL C.WILSON JOHN b.LOOAN PAUL A.VISOSKY VANCOUVER, B.C. ' WILLIAM T.MORLCY ANNA E.ST—RA 0V rPANCC3 K.BOYLC MAPA D.ANORCWO LAVRI ANN FCNLON ALLAN P.SCCKCL JOHN r,OW,Cve MQLLY A,DRINTON T.CHAWLCS OC JAG[R GMAPLEB O.HARWISON KATHLEEN T.HIGGINS JAMES L.MEPPCLL ARTMUP J.00NSLER DAVID C.HARRIS QART w.OTT MICNACL VAN KLAVCRCN CANADA a RUGC C.MOLCOD TMORA A,S-OVROSON STCPMCN C.DCST OCORGC O.PATCRSON W.S.MACLAGAN vBC 302 aaaeDlATe covNaa NQN..A,SW VCC ROBERTSON,O.0 L,ST.M,DVMOULIN,O.C.(RET'D) R.T.DVMOULIN,O.C.(RCT'Q) C.D.HL WILKINSON,O.C.(RET-b) R.r OSTLVNb RCT'D) RCPLT TO John G. Smith - ROG-8290 March 14, 1988 rILC NO, Messrs. Popham, Haik, Schnobrich, Kaufman & Doty, Ltd. 3300 Piper Jaffray Tower 222 South 9th Street Minneapolis, Minnesota U. S.A. 55402 Dear Sirs: Re: Rogers Communications Inc. We have acted as counsel to Rogers Communications Inc. , (previously called Rogers Cablesystems Inc. ("RCI") ) , in connection with the execution and delivery of agreements of joint and several liability entered into by Rogers Cablesystems of America, Inc. , RCI and Rogers U.S. Cablesystems, Inc. and the Cities of Edina, Eden Prairie, Hopkins, Minnetonka, and Richfield (the "Cities") dated January 19th, 1988 (the "Agreements" ) . In that connection, we have examined : (a) a certified copy of the Certificate of Continuance No. 335013-C issued by the Registrar of Companies upon the continuance of RGI to the jurisdiction of the British Columbia Company Act and of the Instrument . of Continuation; (b) a certified copy of the Memorandum and Articles at RCI ,- (c) CI ;(c) the minutes of the meetings of the directors of RCI ; (d) the Agreements; r 2 - (e) and such other documents, laws and regulations as we have deemed necessary to render this opinion. Based upon such examination and such other considerations of law and facts as we believe to be relevant, including factual representations made to us by a corporate officer of RCI , we are of the opinion that : 1. RCI is a corporation duly existing and in good standing under the laws of British Columbia. The execution and delivery of the Agreements and the performance by RCI as Obligor of its obligations under the Agreements are within the corporate powers of RCI , and have been duly executed by all necessary corporate action and the persons executing the Agreements and otherwise performing the obligations of RCI thereunder have the power and authority to act for and on its behalf. RCI has all requisite power and authority, corporate or otherwise, to conduct its business and to execute and deliver, and to perform all of its obligations under the Agreements. Each of the Agreements has been duly executed and delivered by RCI and is the legal, valid and binding obligation of RCI enforceable against RCI in accordance with its terms, the making and performance of which have been duly authorized by 'all necessary corporate and other action, and the carrying out of the transactions contemplated thereby do not and will not violate, conflict with or constitute a default under the terms of its Memorandum or Articles or any outstanding indentures, mortgage, deed of trust, bank loan, credit agreement, franchise or other instrument to which RCI is a party or by which its properties are bound and of which we are aware. 2. There is no action, suit or proceeding pending or threatened or affecting RCI or the properties of RCI before any court or governmental department, commission, board, bureau, agency or instrumentality which, if determined adversely to RCI would have a material adverse effect on the financial condition, properties or operations of RCI , on the execution or validity of the Agreements or on the ability of RCI to perform its obligations under the Agreements. 3. To the best of our knowledge, RCI is not currently in violation of any terms of its Memorandum or Articles and RCT is currently not in violation of any provision or in default under any agreement to which RCI is a party and of which we are aware. 4. our opinion herein as to the enforceability of the Agreements is subject to the following qualifications: 3 - (a) enforcement thereof may be limited by bankruptcy, ; insolvency, reorganization, moratorium or similar laws or judicial decisions affecting creditors' rights generally; (b) insofar as enforcement thereof may involve the sale or transfer of any broadcasting undertaking in Canada, certain assets associated therewith or a change in ownership or control of any body corporate carrying on a broadcasting undertaking in Canada, such enforcement may be limited by the provisions of the Broadcasting Act (Canada) , the << Canadian Radio-Television and Telecommunications Commission Act (Canada) , the Radio Act (Canada) and other legislation of Canada governing broadcasting and broadcasting undertakings (as defined in the t. Broadcasting Act (Canada) ) and all rules, regulations and directions issued and promulgated thereunder and the conditions of licences issued pursuant thereto; and -- (c) enforcement thereof may be affected by general principles of equity. 5. We do not purport to be experts on, nor are we in rendering our opinion herein passing on any matter of, the law of any jurisdiction other than the Provincial laws of British Columbia and the laws of Canada in force in the Province of British Columbia. Yours very truly, RUSSELL & DuMOU IN Per . John G. Smith JOS/wp COR/ROG8290-1 i RESOLUTION OF THE BOARD OF DIRECTORS OF ROGERS CABLESYSTEMS OF AMERICA, INC. Financial Assistance to Rogers Cablesystems of Minnesota Limited Partnership RESOLVED THAT: 1. Upon final approval by each and all of the Cities of Eden Prairie, Edina, Hopkins , Minnetonka and Richfield (the "Cities" ) of the transfer of the outstanding shares of Rogers Cablesystems of Minnesota, Inc. ( "RCMI" ) from Rogers U.S. Cablesystems, Inc . ( "RUSCI" ) to Rogers American Cable Corp. ( "RACC" ) , the Corporation is hereby authorized to execute , and deliver to the Cities, an acceptance and a guarantee of the performance by RCMI , the general partner of the Rogers Cablesystems of Minnesota Limited Partnership (the "Partnership" ) , of the Franchise Ordinances , the Relief Ordinances, and the Performance Agreements between the Cities and the Partnership, together with such other documents as the Cities may reasonably require. "l. Subsequent to the approval referred to above, any director or officer of the Corporation is hereby authorized and directed to execute and deliver the said documents to the Cities and to do all such other acts and things as may be necessary or desirable to give effect to the foregoing. - 2 - CERTIFICATE I HEREBY CERTIFY that the foregoing is a true and correct copy of a resolution duly passed by the directors of ROGERS CABLESYSTEMS OF AMERICA, , INC. on the 15th day of May, 1986, as required by law, and the said resolution* is in full force and effect, unamended. DATED this of // t { 1986. rl Asgistant-Secretary I i RESOLUTION OF THE BOARD OF DIRECTORS OF ROGERS AMERICAN CABLE CORP. Share Purchase Agreement ` RESOLVED THAT: 1. The Corporation is hereby authorized to enter into the Share Purchase Agreement for the purchase by the Corporation of all of the issued and outstanding shares of Rogers Cablesystems of Minnesota, Inc. ( "RCMI" ) from Rogers U.S. Cableystems, Inc. ( "RUSCI" ) . 2. The directors of the Corporation hereby expressly determine that the above transaction is"made for Fair Value based upon the Appraisal. 3. Any two directors or officers of the Corporation are hereby authorized and directed to execute and deliver the Share Purchase Agreement, subject to such amendments, deletions or modifications as may be approved by such persons executing the Share Purchase Agreement on behalf of the Corporation, whose signatures thereto shall be conclusive evidence of such approval . - 2 - 4 . Any director or officer of the Corporation is hereby authorized and directed to execute and deliver on behalf of the Corporation all such other deeds , documents and other instruments as may be necessary or desirable in order to complete the purchase and sale contemplated by the Share -.Purchase Agreement. 5. Subsequent to the final approval by each and all of the Cities of Eden Prairie, Edina, Hopkins, Minnetonka and Richfield (the "Cities" ) of the transfer of the outstanding shares of RCMI from RUSCI to the Corporation and while any portion of Rogers Cablesystems of Minnesota Limited Partnership' s (the "Partnership" ) current term indebtedness remains outstanding, the Corporation may draw on its line of credit, from time to time and to the extent such line of credit is available to the Corporation for such purpose, to provide funds to the Partnership to meet its obligations under the Franchises as amended and modified by the Relief Ordinances and Performance Agreements. 6. Subsequent to the approval referred to in paragraph five above, the Corporation is hereby authorized to execute and deliver to the Cities an acceptance and a guarantee of RCMI 's performance of the Franchise Ordinances, the Relief Ordinances, and the Performance Agreements between the Cities and the Partnership, together with such other documents as the Cities may reasonably require. - 3 - 7 . Subsequent to the approval referred to in paragraph five above, any director or officer of the Corporation is hereby authorized and directed' to execute and deliver the said documents to each City on behalf of the Corporation and to do all such other acts and things as may be necessary or desirable to give effect to the foregoing. CERTIFICATE I HEREBY CERTIFY that the foregoing is a true and correct copy of a resolution duly passed by the directors of ROGERS AMERICAN CABLE CORP. on May 15, 1986, as required by law, and the said resolution is in full force and effect, unamended. DATED this -14-,( day of �.�ti , 1986. c/s As s-sst`a-ft t=Secretary' i _ I RESOLUTION OF THE BOARD OF DIRECTORS OF ROGERS CABLESYSTEMS OF MINNESOTA, INC. Execution of Documents Required by Cities RESOLVED THAT: 1. Upon final approval by each and all of the Cities of Eden Prairie, Edina, Hopkins, Minnetonka and Richfield (the "Cities" ) of the transfer of ownership of the Corporation's stock from Rogers U.S. Cablesystems , Inc. to Rogers American Cable Corp. , the Corporation is hereby authorized to execute all such documents as may be reasonably required by the Cities in order to effectuate i such a transfer of ownership; and 2. Subsequent to the approval referred to above, any director or officer of the Corporation is hereby authorized and directed to execute and deliver to each City on behalf of the Corporation all such documents as may be reasonably required by the Cities, and to do such other acts and things as may be necessary and desirable to give effect to the foregoing. a 2 - CERTIFICATE I HEREBY CERTIFY that. the foregoing is a true and correct copy of a resolution duly passed by the directors of ROGERS CABLESYSTEMS OF MINNESOTA, INC. , on May 15, 1986, as required by law, and the said resolution is in full force and effect, unamended. DATED this {day of J ,.�'t; 1986. A ^(7 c/s Ass-l'-ertant-Secre tary RESOLUTION OF THE BOARD OF DIRECTORS OF ROGERS COMMUNICATIONS INC. WHEREAS Rogers Cablesystems of Minnesota Limited Partnership (the ' - "Partnership")has been granted a cable television franchise(the"Franchise")by each of the Cities of Minnetonka,Hopkins,Richfield,Edina and Eden Prairie(hereinafter collectively referred to as the "Cities" and each individually referred to as a "City") to operate cable television systems servicing subscribers in such City pursuant to various communications ordinances, including amending ordinances,of the City(the"Franchise Ordinances"); AND WHEREAS each of the Cities has adopted an ordinance providing,in part,that the term of the Franchise granted by it would be extended by four years to December 31, 1999; AND WHEREAS as a condition of the extension of the Franchise granted by it,each City requires, in rlgli ,that Rogers Communications Inc.be jointly and severally liable for the full performance of all the obligations of the Partnership under•. the Franchise Ordinances of the City as extended to December 31, 1999; the so-called"Relief Ordinance", adopted by such City, which granted certain temporary relief to the Partnership from some of the financial and programming obligations imposed on the Partnership by the Franchise Ordinances;the agreement between the City and the Partnership dated August 2, 1985,which incorporated as Exhibit"A" a contract for Local Programming Facilities and as Exhibit"B" a contract for Public, Educational and Government Access Services (all called the "Performance Agreement"); and the document entitled Acceptance of a Franchise for a Cable Television System whereby the Partnership, inter alis accepts the obligations under the Franchises Ordinances of the City, as extended to December 31, 1999; (collectively the "Franchise Documents"); NOW THEREFORE BE IT RESOLVED that: 1. the Corporation is hereby authorized to execute and deliver to each City a form of agreement whereby the Corporation is jointly and severally liable for the full performance of all the obligations of the Partnership under the Franchise Documents (the"Agreements"); i Paget I ' any two directors or officers of the Corporation are hereby authorised and directed to •execute•and deliver the Agreements,to ft'Cities,subject"to siich amendments;deletions i of modifications as may be approved by such pmons executing the said documents on j behalf of the Corporation, whose signatures thereto shall be conclusive evidence of i� such approval; and I 3, any two directors or officers of the Corporation are hereby authorized and directed to I execute and deliver on behalf of the Corporation all such deeds,documents and other instruments and to do all such other acts and things as may be necessary or desirable to give effect to the foregoing. The undersigned, being an officer of ROGERS COivMUNICATIONS INC. , does hereby certify that the foregoing is a true copy of a resolution passed at a meeting of the Board of Directors of the Company held on December 2nd, 1987, and that the said resolution continues in full force and effect, unamended at the date hereof, DATED: February 4 1988. Assistant Secretary