EXHIBIT 4.9
THIS COUNTERPARTY AGREEMENT is made as of this 19th day of June, 2003.
R E C I T A L S:
A. Rogers Cable Inc. (the "Corporation") (formerly Rogers Cablesystems
Limited) has issued certain Senior Secured Bonds (as defined in the Deed
of Trust (defined below)) pursuant to a restated deed of trust and
mortgage (the "Deed of Trust"), dated as of January 31, 1995, between the
Corporation and National Trust Company as trustee, which restated an
amended and restated trust deed, dated as of December 20, 1991, between
the same parties;
B. The holders of such Senior Secured Bonds and certain other lenders to the
Corporation named therein entered into an amended and restated
inter-creditor agreement (the "Restated Inter-Creditor Agreement") dated
as of August 1, 1992;
C. Certain holders (the "Swap Bondholders") of a Senior Secured Bond
(individually, a "Swap Bond" or, collectively, the "Swap Bonds") issued to
secure (i) all cross currency interest rate exchange agreements or
interest rate exchange agreements entered into with the Corporation on or
prior to July 24, 1992 whether or not they are designated as entitled to
the benefit of a Swap Bond and (ii) certain cross currency interest rate
exchange agreements or interest rate exchange agreements entered into
after July 24, 1992 and which are designated in writing in such agreements
to be entitled to the benefit of the security of a Swap Bond have entered
into counterparty agreements to the Restated Inter-Creditor Agreement as
required by section 3.5 thereof;
D. JPMorgan Chase Bank, as trustee (the "1994 Trustee") for the holders of
Senior Secured Second Priority Debentures due 2014 issued by the
Corporation pursuant to an indenture, dated as of January 15, 1994, among
the Corporation, Rogers Cable T.V. Limited (now the Corporation), Rogers
Ottawa Limited/Limitee ("ROL") and JPMorgan Chase Bank (formerly known as
Chemical Bank), as trustee, executed a counterparty agreement to the
Restated Inter-Creditor Agreement, dated January 25, 1994, as required by
section 3.5 of the Restated Inter-Creditor Agreement;
E. JPMorgan Chase Bank, as trustee (the "1995 Note Trustee") for the holders
of Series B Senior Secured Second Priority Notes due 2005 issued by the
Corporation pursuant to an indenture, dated as of March 20, 1995, among
the Corporation, Rogers Cablesystems Ontario Limited ("RCOL"), ROL, Rogers
Cablesystems Georgian Bay Limited ("RCGB"), Rogers Cablesystems North Bay
Limited ("RCNB"), Rogers Cablesystems Huntsville Limited ("RCHL"), Rogers
Security Services Inc. and JPMorgan Chase Bank (formerly known as Chemical
Bank), as trustee, executed a counterparty agreement to the Restated
Inter-Creditor Agreement, dated March 20, 1995, as required by section 3.5
of the Restated Inter-Creditor Agreement;
F. JPMorgan Chase Bank, as trustee (the "1995 Debenture Trustee") for the
holders of Senior Secured Second Priority Debentures due 2007 issued by
the Corporation pursuant
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to an indenture, dated as of November 30, 1995, among the Corporation,
RCOL, ROL, RCNB, RCHL, RCGB, Rogers Canguard Inc. and JPMorgan Chase Bank
(formerly known as Chemical Bank), as trustee, executed a counterparty
agreement to the Restated Inter-Creditor Agreement, dated November 30,
1995, as required by section 3.5 of the Restated Inter-Creditor Agreement;
G. CIBC Mellon Trust Company, as trustee (the "Canadian Trustee") for the
holders of Senior (Secured) Second Priority Notes due 2007 issued by the
Corporation pursuant to an indenture, dated as of February 5, 2002,
between the Corporation and CIBC Mellon Trust Company, as trustee,
executed a counterparty agreement to the Restated Inter-Creditor
Agreement, dated February 5, 2002, as required by section 3.5 of the
Restated Inter-Creditor Agreement;
H. JPMorgan Chase Bank, as trustee (the "2002 10-Year Note Trustee") for the
holders of Senior (Secured) Second Priority Notes due 2012 issued by the
Corporation pursuant to an indenture, dated as of April 30, 2002, between
the Corporation and JPMorgan Chase Bank, as trustee, executed a
counterparty agreement to the Restated Inter-Creditor Agreement, dated as
of April 30, 2002, as required by section 3.5 of the Restated
Inter-Creditor Agreement;
I. JPMorgan Chase Bank, as trustee (the "2002 30-Year Debenture Trustee") for
the holders of Senior (Secured) Second Priority Debentures due 2032 issued
by the Corporation pursuant to an indenture, dated as of April 30, 2002,
between the Corporation and JPMorgan Chase Bank, as trustee, executed a
counterparty agreement to the Restated Inter-Creditor Agreement, dated as
of April 30, 2002, as required by section 3.5 of the Restated
Inter-Creditor Agreement;
J. The undersigned is a holder of a Senior Secured Bond (the "2003 Note Trust
Bond") issued to secure the obligations of the Corporation under (i) an
indenture (the "2003 Note Indenture"), of even date herewith, between the
Corporation and JPMorgan Chase Bank, as trustee (the "2003 Note Trustee"),
pursuant to which the Corporation issued Senior (Secured) Second Priority
Notes due 2013 (the "2003 Notes") and (ii) the 2003 Notes;
K. As a condition of being issued the 2003 Note Trust Bond, the 2003 Note
Trustee agreed to enter into a counterparty agreement to the Restated
Inter-Creditor Agreement as required by section 3.5 thereof; and
L. All capitalized terms not otherwise defined herein shall have the meanings
attributed thereto in the Restated Inter-Creditor Agreement.
NOW THEREFORE:
The undersigned, as trustee, agrees that, in respect of all amounts owing
on account of principal, interest, premium, fees or otherwise pursuant to the
2003 Note Indenture and under the 2003 Notes (collectively, the "Debt") that may
be owing to such undersigned holder of the 2003 Note Trust Bond, the
undersigned, as trustee, is hereby bound by the terms
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of the Restated Inter-Creditor Agreement on the same basis as the Tranche B
Lenders, the Swap Bondholders, the 1994 Trustee, the 1995 Note Trustee, the 1995
Debenture Trustee, the Canadian Trustee, the 2002 10-Year Note Trustee and the
2002 30-Year Debenture Trustee, including, for greater certainty and without
limitation, the pari passu right to payment in respect of the Debt pursuant to
section 2.1 of the Restated Inter-Creditor Agreement.
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Executed by the undersigned as of the 19th day of June, 2003.
JPMORGAN CHASE BANK, as trustee for the
2003 Notes
By: /s/ Natalia Moran
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Name: Natalia Moran
Title: Vice President