Exhibit 3.1
1.
ONTARIO CORPORATION NUMBER
NUMERO DE LA SOCIETE EN ONTARIO
1215983
FOR MINISTRY USE ONLY
A L'USAGE EXCLUSIF DU MINISTERE
[LOGO] Ministry of Ministere de
Consumer and la Consommation
Commercial Relations et du Commerce
CORRECTED CERTIFICATE CERTIFICAT RECTIFIE
This is a corrected Le present certificat
certificate endorsed rectifie est approuve
pursuant to Section 275 of conformement a l'article
the Business Corporations 275 de la Loi sur les
Act, and effective on societes par actions;
il entre en vigueur le
JANUARY 01 JANVIER, 1997
- ---------------------------------------------------------
/s/ [ILLEGIBLE]
Director/Directeur
Business Corporations Act/Loi sur les societes par actions
- --------------------------------------------------------------------------------
ARTICLES OF AMALGAMATION
STATUTS DE FUSION
Form 4 Business Corporations Act
Formule 4 Loi sur les societes par actions
1. The name of the amalgamated corporation is:
Denomination sociale de la societe issue de la fusion:
ROGERS CABLESYSTEMS LIMITED
2. The address of the registered office is:
Adresse du siege social:
40 King Street West, Scotia Plaza, Suite 6400
-----------------------------------------------------------------------------
(Street & Number, or R.R. Number & If Multi-Office Building give Room No.)
(Rue et numero, ou numero de la R.R. et, s'il s'agit d'un edifice a
bureaux, numero du bureau
-----------
Toronto, Ontario M 5 H 3 Y 2
-----------------------------------------------------------------------------
(Name of Municipality or Post Office) (Postal Code)
(Nom de la municipalite ou du bureau de poste) (Code postal)
3. Number (or minimum and maximum number) of directors is:
Nombre (ou nombres minimal et maximal) d'administrateurs:
Minimum of one (1) and maximum of thirty (30)
4. The director(s) is/are: Administrateur(s): Resident
Canadian
First name, initials and surname Residence address, giving State
Prenom, initiales et nom de famille Street & No. or R.R. No., Yes or No
municipality and postal Resident
code canadien
Adresse personnelle, Oui/Non
y compris la rue et le
numero, le numero de la
R.R., le nom de la
municipalite et le code postal
-----------------------------------------------------------------------------
See page la annexed hereto
DYE & DURHAM
FORM 4 (B.C.A.)
03/96
CBR 197
page la
4. The directors are:
First name, initials and surname Residence Address Resident
Canadian
H. Garfield Emerson, Q.C. 13 Clarendon Avenue yes
Toronto, Ontario
M4V 1H8
Thomas I. Hull One Chestnut Park Road yes
Coach House
Toronto, Ontario
M4W 1W4
Robert W. Korthals 236 Russell Hill Road yes
Toronto, Ontario
M4V 2T2
The Hon. Marjory LeBreton Box 202 yes
1117 Henry Street
Manotick, Ontario
K0A 2N0
Alexander Mikalachki 34 Longbow Place yes
London, Ontario
N6G 1Y3
Michael E.J. Phelps 1477 - 30th Street West yes
Vancouver, B.C.
V7V 4N7
Edward S. Rogers, O.C. 3 Frybrook Road yes
Toronto, Ontario
M4V 1Y7
Ian H. Stewart, Q.C. 3230 Beach Drive yes
Victoria, B.C.
V8R 6L8
Robert M. Sutherland, Q.C. 158 Bannatyne Drive yes
Willowdale, Ontario
M2L 2P7
2.
5. (A) The amalgamation agreement has been duly adopted by the shareholders of
each of the amalgamating corporations as required by subsection 176 (4) of the
Business Corporations Act on the date set out below. [ ]
(A) Les actionnaires de chaque societe qui fusionne ont dument adopte
la convention de fusion conformement au paragraphe 176 (4) de la Loi sur les
societes par actions a la date mentionnee ci-dessous.
(SOLID BLACK UP ARROW)
- -----------------------
Check Cocher
A or B A ou B
- -----------------------
(SOLID BLACK DOWN ARROW)
(B) The amalgamation has been approved by the directors of each amalgamating
corporation by a resolution as required by section 177 of the Business
Corporations Act on the date set out below. [X]
The articles of amalgamation in substance contain the provisions of the
articles of incorporation of
(B) Les administrateurs de chaque societe qui fusionne ont approuve la fusion
par voie de resolution conformement a l'article 177 de la Loi sur les
societes par actions a la date mentionnee ci-dessous.
Les statuts de fusion reprennent essentiellement les dispositions des statuts
constitutifs de
Rogers Cablesystems Limited
- -------------------------------------------------------------------------------
and are more particularly set out in these articles.
et sont enonces textuellement aux presents statuts.
<Table>
<Caption>
NAMES OF AMALGAMATING CORPORATIONS ONTARIO CORPORATION NUMBER DATE OF ADOPTION/APPROVAL
DENOMINATION SOCIALE DES NUMERO DE LA SOCIETE EN DATE D'ADOPTION OU D'APPROBATION
SOCIETES QUI FUSIONNENT ONTARIO
- -----------------------------------------------------------------------------------------------------------
Rogers Cablesystems Limited 1107702 December 20th, 1996
Rogers Video West Ltd. 1185243 December 20th, 1996
</Table>
3.
6. Restrictions, if any, on business the corporation may carry on or on powers
the corporation may exercise.
Limites, s'il y a lieu, imposees aux activites commerciales ou aux pouvoirs
de la societe.
None.
7. The classes and any maximum number of shares that the corporation is
authorized to issue:
Categories et nombre maximal, s'il y a lieu, d'actions que la societe est
autorisee a emetre:
The authorized capital of the Corporation shall consist of an unlimited
number of First Preferred shares, an unlimited number of Second Preferred
shares and an unlimited number of common shares.
4.
8. Rights, privileges, restrictions and conditions (if any) attaching to each
class of shares and directors authority with respect to any class of shares
which is to be issued in series:
Droits, privileges, restrictions et conditions, s'il y a lieu, rattaches a
chaque categorie d'actions et pouvoirs des administrateurs relatifs a chaque
categorie d'actions qui peut etre emise en serie:
See page 4a annexed hereto.
4a
FIRST PREFERRED SHARES
The First Preferred shares shall have attached thereto, as a class, the
following rights, privileges, restrictions and conditions:
(a) RANKING OF FIRST PREFERRED SHARES. The First Preferred shares shall rank,
with respect to both dividends and return of capital, in priority to all
other shares of the Corporation but shall not confer any further right to
participate in the profits or assets.
(b) REDEMPTION PRIVILEGE. Subject to the provisions of the Business
Corporations Act, as amended from time to time, or any successor
legislation, the Corporation may, upon giving notice or upon notice being
waived as hereinafter provided, redeem the whole or any part of the First
Preferred shares on payment for each such share to be redeemed of the
amount of One Thousand Dollars ($1,000.00) (the "Redemption Amount"),
together with an amount equal to all unpaid cumulative dividends, whether
or not declared, which shall have accrued thereon and which, for such
purpose shall be treated as accruing up to the date of such redemption
(the Redemption Amount plus such accrued and unpaid dividends are
hereinafter called the "Redemption Price"). In case a part only of the
then outstanding First Preferred shares is at any time to be redeemed, the
shares so to be redeemed shall be selected by lot in such manner as the
directors in their discretion shall decide or, if the directors so
determine, may be redeemed pro rata, disregarding fractions, and the
directors may make such adjustments as may be necessary to avoid the
redemption of fractional parts of shares. The Corporation shall, at least
ten (10) days before the date specified for redemption, send to each
person who at the date of sending is a registered holder of First
Preferred shares to be redeemed a notice in writing of the intention of
the Corporation to redeem such First Preferred shares, or alternatively,
notice may be waived or the time for sending of the notice may be waived
at any time with the consent in writing of holders of such First Preferred
shares to be redeemed. Notice may be mailed in a prepaid envelope
addressed to each such shareholder at his address as it appears on the
records of the Corporation or its transfer agent, or alternatively, such
notice may be delivered personally to such shareholder, provided, however,
that accidental failure to give any such notice to one or more of such
shareholders shall not affect the validity of the redemption. Such notice
shall set out the Redemption Price and the date of redemption. If notice
of any such redemption be given by the Corporation or waived in the manner
aforesaid and an amount sufficient to redeem the shares has been paid to
the holder of the First Preferred shares to be redeemed or deposited with
any trust company or chartered bank in Canada, on or before the date fixed
for redemption, the holders thereof shall thereafter have no rights
against the Corporation in respect thereof except, upon the surrender of
certificates for such shares, to receive payment therefor.
(c) CUMULATIVE DIVIDENDS. The holders of the First Preferred shares shall, in
each fiscal year of the Corporation, in preference and priority to any
payment of dividends on any other shares of the Corporation for such year,
be entitled to receive, subject to the provisions of the Business
Corporations Act, as amended from time to time, or any successor
legislation, fixed, cumulative cash dividends at the rate equal to the
annual rate established by The Toronto-Dominion Bank from time to time as
a reference rate of interest to determine the interest it will charge for
loans made in Canada in Canadian dollars to its preferred commercial
customers (hereinafter referred to as "Prime") plus one and one quarter
percent (Prime +1-1/4%) per annum of the Redemption Amount for such shares
payable quarterly on the first day following the last day in the month of
each of March, June, September and December, other than a Saturday or a
Sunday, on which the main branch of The Toronto-Dominion Bank in Toronto,
Ontario is open for business. Dividends on the First Preferred shares
shall accrue and be cumulative from the date of issue of the First
Preferred shares. If on any dividend payment date the dividend payable on
such date is not paid in full on all of the First Preferred shares then
issued and outstanding, such dividend or the unpaid part thereof shall be
paid on the first date thereafter on which the Corporation shall have
sufficient moneys properly applicable to the
4b
payment of same. The holders of First Preferred shares shall not be
entitled to any dividend other than or in excess of the cumulative
dividends at the rate hereinbefore provided for.
(d) PURCHASE BY THE CORPORATION. The Corporation shall have the right at its
option at any time and from time to time to purchase the whole or any part
of the First Preferred shares at the lowest price at which, in the opinion
of the directors, such shares are obtainable but not exceeding the
Redemption Price thereof.
(e) LIQUIDATION, DISSOLUTION OR WINDING UP. In the event of the liquidation,
dissolution or winding up of the Corporation, whether voluntary or
involuntary, the holders of the First Preferred shares shall be entitled
to receive, before any distribution of any part of the assets of the
Corporation among the holders of any other shares, an amount equal to the
Redemption Price.
(f) NO VOTING RIGHTS; NOTICE OF MEETINGS. The holders of the First Preferred
shares shall not, as such, have any voting rights for the election of
directors or, subject to any voting rights accorded them pursuant to the
provisions of the Business Corporations Act, as amended from time to time,
or any successor legislation, for any other purpose, nor shall they be
entitled to attend shareholders' meetings except for the purpose of
exercising any voting rights accorded to them pursuant to the provisions
of the Business Corporations Act, as amended from time to time, or any
successor legislation; holders of First Preferred shares shall, however,
be entitled to notice of meetings of shareholders called for the purpose
of authorizing the dissolution of the Corporation or the sale, lease or
exchange of all or substantially all the property of the Corporation other
than in the ordinary course of business.
SECOND PREFERRED SHARES
The Second Preferred shares shall have attached thereto, as a class, the
following rights, privileges, restrictions and conditions:
(a) SECOND PREFERRED SHARES - RANKING AND EXCLUDED SECURITIES. The Second
Preferred shares shall rank, with respect to both dividends and return of
capital, in priority to all other shares of the Corporation except the
First Preferred Shares but shall not confer any further right to
participate in the profits or assets. The rights, privileges,
restrictions and conditions attaching to the Second Preferred shares
shall be deemed to include and incorporate by reference such provisions
(including, without limitation, the subordination provisions) as are
necessary to constitute the Second Preferred shares "Excluded Securities"
for the purposes of the:
(A) Amended and Restated Loan Agreement dated as of November 30,1995
among the Rogers Cablesystems Limited ("RCAB"), a predecessor by
amalgamation to the Corporation, The Toronto-Dominion Bank, as
agent, and certain other parties;
(B) Note Purchase and Guarantee Agreement dated as of June 1, 1990 among
RCAB, Rogers Cable T.V. Limited ("RCTV"), a predecessor by
amalgamation to the Corporation, and certain other parties re US
$250,000,000 11.09% Senior Subordinated Notes due 2000;
(C) Indenture dated as of August 1, 1992 among RCAB, RCTV, Rogers Ottawa
Limited/Limitee ("ROL") and Chemical Bank re US $250,000,000 9 5/8%
Senior Secured Second Priority Notes due 2002;
4c
(D) Indenture dated as of September 1, 1992 among RCAB, RCTV, ROL and
Chemical Bank re US $200,000,000 10 1/8% Senior Secured Second
Priority Debentures due 2012;
(E) Note Purchase Agreement dated as of April 30, 1992 among RCAB, RCTV
and certain other parties re US $74,000,000 9.28% Series A Senior
Secured Notes due 2000 and US $81,000,000 9.60% Series B Senior
Secured Notes due 2002;
(F) Indenture dated as of January 15,1994 among RCAB, RCTV, ROL and
Chemical Bank re Cdn. $300,000,000 9.65% Senior Secured Second
Priority Debentures due 2014;
(G) Indenture dated as of March 20, 1995 among RCAB, various Restricted
Subsidiaries and Chemical Bank relating to US $450,000,000 10%
Series B Senior Secured Second Priority Notes due 2005;
(H) Indenture dated as of November 30, 1995 among RCAB, various
Restricted Subsidiaries and Chemical Bank re US $150,000,000 10%
Senior Secured Second Priority Debentures due 2007;
(I) Indenture dated as of November 30, 1995 among RCAB, various
Restricted Subsidiaries and Chemical Bank re US $125,000,000 11%
Senior Subordinated Guaranteed Debentures due 2015; and
(J) such other loan agreements, indentures, deeds of trust or other
financing instruments to which the Corporation (or any successor) is
from time to time a party as contain substantially similar
provisions as the foregoing financing instruments relating to
"Excluded Securities",
(collectively, all such documents, as they may be amended from time to time, are
hereinafter referred to as the "Financing Indentures").
For greater certainty, no distribution of money or property shall be made on, or
in connection with, the Second Preferred shares (including, without limitation,
distributions made by the payment of dividends or payments made in connection
with the redemption of Second Preferred shares or payments made on the
liquidation, dissolution, or winding up of the Corporation) unless such a
distribution is permitted to be made on or by means of Excluded Securities under
the provisions of the Financing Indentures. Any promissory notes issued to
satisfy any dividend, redemption or other distribution amount made in respect of
any of the Second Preferred shares shall, notwithstanding anything to the
contrary contained herein, be deemed to include and incorporate by reference
such provisions (including, without limitation, the subordination provisions) as
are necessary to constitute such promissory notes Excluded Securities for the
purposes of the Financing Indentures. Until all indebtedness under the Financing
Indentures has been fully paid or the payment thereof has been duly provided
for, such promissory note shall not be assignable or negotiable by the holder
except to the extent and in the manner contemplated by the applicable provisions
contained in the Financing Indentures relating to Excluded Securities.
(b) REDEMPTION PRIVILEGE.
(i) REDEMPTION RIGHT. Subject to the provisions of the Business
Corporations Act (Ontario), as amended from time to time, or any
successor legislation, the Corporation may, upon giving notice or
upon notice being waived as hereinafter
4d
provided, redeem the whole or any part of the Second Preferred
shares on payment for each such share to be redeemed of the amount
of One Thousand Dollars ($1,000.00) (the "Redemption Amount"),
together with an amount equal to all unpaid cumulative dividends,
whether or not declared, which shall have accrued thereon and which,
for such purpose shall be treated as accruing up to the date of such
redemption (the Redemption Amount plus such accrued and unpaid
dividends are hereinafter called the "Redemption Price").
(ii) PAYMENT OF REDEMPTION PRICE BY PROMISSORY NOTE. The Redemption Price
may, at the option of the Corporation, be paid and satisfied in
whole or in part: (1) by the issuance to the holder by the
Corporation of a promissory note for a principal sum equal to the
Redemption Price, or such part thereof as is to be satisfied by the
promissory note, which, subject to section (a) above, is payable on
demand, provides for interest on the unpaid balance at a rate equal
to the annual rate established by The Toronto-Dominion Bank at its
head office in Toronto, Ontario from time to time as being its
reference rate of interest used by it to determine the rates of
interest it will charge for loans made in Canada in Canadian dollars
to its preferred commercial customers (hereinafter referred to as
"Prime"), plus two percent (2%) per annum, calculated and payable
monthly in arrears on the last date of each month, provided that the
balance of any interest accrued and unpaid to the date on which the
principal amount is paid shall be due and payable on such date and
that any interest not paid on its due date shall itself bear
interest at the above rate, compounded monthly and, subject to
section (a) above, entitles the Corporation to prepay the whole or
any part of the unpaid principal under such promissory note, upon
payment of interest accrued on the unpaid principal balance to the
date of payment; or (2) by the assignment or endorsement in favour
of the holder of a promissory note made by an affiliate (as such
term is defined in the Business Corporations Act (Ontario), as
amended from time to time, or any successor legislation) for a
principal sum or for a portion of the principal sum equal to the
Redemption Price, or such part thereof as is to be satisfied by the
promissory note, which is payable on demand and which the board of
directors of the Corporation in its discretion has determined has a
value not less than the Redemption Price, or such part thereof as is
to be satisfied by the promissory note of the affiliate, which might
be issued under clause (1) of this subsection(b)(ii).
(iii) PARTIAL REDEMPTION. In case a part only of the then outstanding
Second Preferred shares is at any time to be redeemed, the shares so
to be redeemed shall be selected by lot in such manner as the
directors in their discretion shall decide or, if the directors so
determine, may be redeemd pro rata, disregarding fractions, and the
directors may make such adjustments as may be necessary to avoid the
redemption of fractional parts of shares.
(iv) NOTICE OF REDEMPTION AND RIGHTS OF HOLDERS. The Corporation shall,
at least ten (10) days before the date specified for redemption,
send to each person who at the date of sending is a registered
holder of Second Preferred shares to be redeemed a notice in writing
of the intention of the Corporation to redeem such Second Preferred
shares, or alternatively, notice may be waived or the time for
sending of the notice may be waived at any time with the consent in
writing of holders of such Second Preferred shares to be redeemed.
Notice may be mailed in a prepaid envelope addressed to each such
shareholder at his address as it appears on the records of the
Corporation or its transfer agent, or alternatively, such notice may
be delivered personally to such shareholder; provided, however, that
accidental failure to give any such notice to one or more of such
shareholders shall not affect
4e
the validity of the redemption. Such notice shall set out the
Redemption Price and the date of redemption. If notice of any such
redemption be given by the Corporation or waived in the manner
aforesaid and an amount sufficient to redeem the shares has been
paid to the holder of the Second Preferred shares to be redeemed or
deposited with any trust corporation or chartered bank in Canada, on
or before the date fixed for redemption, the holders thereof shall
thereafter have no rights against the Corporation in respect thereof
except, upon the surrender of certificates for such shares, to
receive payment therefor.
(c) CUMULATIVE DIVIDENDS. The holders of the Second Preferred shares shall, in
each fiscal year of the Corporation, subject to section (a) hereof and to
the payment of all accrued dividends on the First Preferred shares, but
always in preference and priority to any payment of dividends on any other
shares of the Corporation for such year, be entitled to receive, subject
to the provisions of the Business Corporations Act (Ontario), as amended
from time to time, or any successor legislation, fixed, cumulative cash
dividends at the rate of eleven percent (11%) per annum of the Redemption
Amount for such shares payable quarterly on the first day following the
last day in the month of each of March, June, September and December,
other than a Saturday or a Sunday, on which the main branch of The
Toronto-Dominion Bank in Toronto, Ontario is open for business. Dividends
on the Second Preferred shares shall accrue and be cumulative from the
date of issue of the Second Preferred shares. If on any dividend payment
date the dividend payable on such date is not paid in full on all of the
Second Preferred shares then issued and outstanding, such dividend or the
unpaid part thereof shall be paid on the first date thereafter on which
the Corporation shall have sufficient moneys properly applicable to the
payment of same. The holders of Second Preferred shares shall not be
entitled to any dividend other than or in excess of the cumulative
dividends at the rate hereinbefore provided for.
(d) PURCHASE BY THE CORPORATION. The Corporation shall have the right at its
option at any time and from time to time to purchase the whole or any part
of the Second Preferred shares at the lowest price at which, in the
opinion of the directors, such shares are obtainable but not exceeding the
Redemption Price thereof (the "Purchase Price"). The Purchase Price may,
at the option of the Corporation be paid and satisfied in the manner
provided for in subsection (b)(ii) hereof, subject to the provisions of
section (a) hereof.
(e) LIQUIDATION, DISSOLUTION OR WINDING UP. In the event of the liquidation,
dissolution or winding up of the Corporation, whether voluntary or
involuntary, the holders of the Second Preferred shares shall be entitled
to receive, subject to section (a) hereof and after the holders of First
Preferred shares shall have received an amount equal to the redemption
price for each First Preferred share held by them, but before any
distribution of any part of the assets of the Corporation among the
holders of any other shares, an amount equal to the Redemption Price for
each issued and outstanding Second Preferred share.
(f) NO VOTING RIGHTS; NOTICE OF MEETINGS. The holders of the Second Preferred
shares shall not, as such, have any voting rights for the election of
directors or, subject to any voting rights accorded them pursuant to the
provisions of the Business Corporations Act (Ontario),as amended from time
to time, or any successor legislation, for any other purpose, nor shall
they be entitled to attend shareholders' meetings except for the purpose
of exercising any voting rights accorded to them pursuant to the
provisions of the Business Corporations Act (Ontario), as amended from
time to time, or any successor legislation; holders of Second Preferred
shares shall, however, be entitled to notice of meetings of shareholders
called for the purpose of authorizing the dissolution of the Corporation
or the sale, lease or exchange of all or substantially all the property of
the Corporation other than in the ordinary course of business.
4f
COMMON SHARES
The holders of the common shares shall be entitled:
(a) to vote at all meetings of shareholders of the Corporation except meetings
at which only holders of the First Preferred shares and the Second
Preferred shares are entitled to vote;
(b) to receive, subject to the rights of the holders of the First Preferred
shares and the Second Preferred shares, dividends as when and at the rate
declared in the discretion of the directors; and
(c) to receive, subject to the rights of the holders of the First Preferred
shares and the Second Preferred shares, the remaining property of the
Corporation on the liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary.
5.
9. The issue, transfer or ownership of shares is/is not restricted and the
restrictions (if any) are as follows:
L'emission, le transfert ou propriete d'actions est/n'est pas restreint. Les
restrictions, s'il y a lieu, sont les suivantes:
The right to transfer shares of the Corporation shall be restricted in that
no shareholder shall be entitled to transfer any share or shares of the
Corporation without either:
(a) the express sanction of the holders of more than 50% of the common
shares of the Corporation for the time being outstanding expressed by
a resolution passed at a meeting of the shareholders of the
Corporation or by an instrument or instruments in writing signed by
the holders of more than 50% of such shares; or
(b) the express sanction of the directors of the Corporation expressed by
a resolution passed by the votes of a majority of directors of the
Corporation at a meeting of the board of directors or by an instrument
or instruments in writing signed by a majority of directors.
10. Other provisions, if any are:
Autres dispostions, s'il y a lieu:
See page 5a attached.
11. The statements required by subsection 178(2) of the Business Corporations
Act are attached as Schedule "A".
Les declarations exigees aux termes du paragraphe 178(2) de la Loi sur les
societes par actions constituent l'annexe "A".
12. A copy of the amalgamation agreement or directors resolutions (as the case
may be) is/are attached as Schedule "B".
Une copie de la convention de fusion ou les resolutions des administrateurs
(selon le cas) contitue(nt) l'annexe "B".
5a.
10. Other provisions, (if any):
(a) The board of directors may from time to time, without authorization of the
shareholders:
(i) borrow money upon the credit of the Corporation;
(ii) issue, reissue, sell or pledge debt obligations of the Corporation;
(iii) subject to the Business Corporations Act, give a guarantee on behalf
of the Corporation to secure performance of an obligation of any
person; and
(iv) mortgage, hypothecate, pledge or otherwise create a security
interest in all or any property of the Corporation, owned or
subsequently acquired, to secure any obligation of the Corporation.
Nothing in this paragraph (a) limits or restricts the borrowing of money
by the Corporation on bills of exchange or promissory notes made, drawn,
accepted or endorsed by or on behalf of the Corporation.
The board of directors may from time to time by resolution delegate any or
all of the powers referred to above to a director, a committee of directors or
an officer.
For greater certainty, but without in any way limiting the powers
conferred on the board of directors hereunder, for the purpose of clause (iv) of
this subparagraph (a), "property" shall include and be deemed to include,
without limitation, both movable and immovable property.
The foregoing powers conferred on the directors shall be deemed to include
the powers conferred on a company by Division VII of the Special Corporate
Powers Act, being Chapter P-16 of the Revised Statutes of Quebec, 1988 and
every statutory provision that may be substituted therefor or for any provision
therein.
(b) The number of shareholders, exclusive of persons who are in the employment
of the Corporation and exclusive of persons who, having been formerly in the
employment of the Corporation, were, while in that employment, and have
continued after termination of that employment to be, shareholders of the
Corporation, is limited to not more than fifty, two or more persons who are the
joint registered owners of one or more shares counted as one shareholder.
6.
These articles are signed in duplicate. Les presents statuts sont signes
en double exemplaire.
Names of the amalgamating corporations and Denomination sociale des societes
signatures and descriptions of office qui fusionnent, signature et
of their proper officers fonction de leurs dirigeants
regulierement designes.
ROGERS CABLESYSTEMS LIMITED
Per: /s/ David P. Miller
---------------------------------
Title: David P. Miller - Vice-President,
General Counsel & Secretary
Per: /s/ Daphne Evans
---------------------------------
Title: Daphne Evans - Assistant Secretary
ROGERS VIDEO WEST LTD.
Per: /s/ David P. Miller
---------------------------------
Title: David P. Miller - Vice-President,
General Counsel & Secretary
Per: /s/ Daphne Evans
---------------------------------
Title: Daphne Evans - Assistant Secretary
Schedule "A" to Articles of Amalgamation of
ROGERS CABLESYSTEMS LIMITED
STATEMENT OF DIRECTOR OR OFFICER
The undersigned, DAVID P. MILLER, the Vice-President, General Counsel and
Secretary of each of Rogers Cablesystems Limited and Rogers Video West Ltd., the
amalgamating corporations referred to in the Articles of Amalgamation to which
this schedule is attached as Schedule "A", hereby states that:
1. there are reasonable grounds for believing that each of Rogers Cablesystems
Limited and Rogers Video West Ltd. is, and Amalgamated Corporation will be,
able to pay its liabilities as they become due and the realizable value of the
Amalgamated Corporation's assets will not be less than the aggregate of its
liabilities and stated capital of all classes;
2. there are reasonable grounds for believing that no creditor of Rogers
Cablesystems Limited or Rogers Video West Ltd. will be prejudiced by the
amalgamation;
3. no creditor of Rogers Cablesystems Limited or Rogers Video West Ltd. has
notified the Corporation that it objects to amalgamation and therefore clause
178(2)(c) of the Business Corporations Act (Ontario)(the "Act") is not
applicable; and
4. with respect to clause 178(2)(d) of the Act this clause is not applicable in
light of the statement made in reference to clause 178(2)(c) of the Act.
DATED the 20th day of December, 1996.
/s/ David P. Miller
--------------------------------
DAVID P. MILLER
Schedule "B-1" to Articles of Amalgamation of
ROGERS CABLESYSTEMS LIMITED
CERTIFIED COPY OF
RESOLUTIONS OF THE BOARD OF DIRECTORS OF
ROGERS CABLESYSTEMS LIMITED
"Amalgamation with Rogers Video West Ltd.
WHEREAS the Corporation is the sole shareholder of Rogers Video West Ltd.
("Video");
NOW THEREFORE BE IT IS RESOLVED THAT:
1. the amalgamation of the Corporation with Video pursuant to subsection
177(1) of the Business Corporations Act (Ontario) (the "Act") is hereby
approved;
2. effective upon issuance of a Certificate of Amalgamation pursuant to
section 178 of the Act, and without affecting the validity of the
incorporation and existence of the Corporation under its articles of
incorporation and of any act done thereunder, all shares in the authorized
capital of Video, including all shares which have been issued and are
outstanding at the date hereof, shall be cancelled without any repayment
of capital in respect thereof;
3. the by-laws of the amalgamated corporation shall be the same as the
by-laws of the Corporation;
4. the articles of amalgamation of the amalgamated corporation shall be the
same as the articles of the Corporation;
5. the name of the amalgamated corporation shall be Rogers Cablesystems
Limited;
6. no securities shall be issued and no assets shall be distributed by the
amalgamated corporation in connection with the amalgamation; and
7. any one director or officer of the Corporation be and he or she is hereby
authorized and directed to do and perform all such acts and things and
to execute and deliver under the corporate seal of the Corporation or
otherwise, all such instruments and documents which he or she in his or
her discretion shall deem necessary, advisable or desirable to give effect
to these resolutions."
********
CERTIFIED to be a true copy of a resolution of the board of directors of the
Corporation passed by the signatures of all the directors of the Corporation who
would be entitled to vote on the resolution at a meeting of the directors,
pursuant to the Business Corporations Act (Ontario), on the 20th day of
December, 1996, which resolution is in full force and effect unamended as at the
date hereof.
DATED the 24th day of December, 1996.
/s/ Monica Simmie
- ---------------------------------------------------
ASSISTANT-SECRETARY - MONICA SIMMIE
Schedule "B-2" to Articles of Amalgamation of
ROGERS CABLESYSTEMS LIMITED
CERTIFIED COPY OF
RESOLUTION OF THE BOARD OF DIRECTORS OF
ROGERS VIDEO WEST LTD.
"Amalgamation with Rogers Cablesystems Limited
WHEREAS the Corporation is a wholly-owned subsidiary of Rogers
Cablesystems Limited ("RCAB");
NOW THEREFORE BE IT IS RESOLVED THAT:
1. the amalgamation of the Corporation with RCAB, pursuant to subsection
177(1) of the Business Corporations Act (Ontario)(the "Act") is hereby
approved;
2. effective upon issuance of a Certificate of Amalgamation pursuant to
section 178 of the Act, the capital of the Corporation, including all such
shares of which have been issued and are outstanding at the date hereof,
shall be cancelled without any repayment of capital in respect thereof;
3. the by-laws of the amalgamated corporation shall be the same as the by-laws
of RCAB;
4. the articles of amalgamation of the amalgamated corporation shall be the
same as the articles of RCAB;
5. the name of the amalgamated corporation shall be Rogers Cablesystems
Limited;
6. no securities shall be issued and no assets shall be distributed by the
amalgamated corporation in connection with the amalgamation; and
7. any one director or officer of the Corporation be and he or she is hereby
authorized and directed to do and perform all such acts and things and to
execute and deliver under the corporate seal of the Corporation or
otherwise, all such instruments and documents which he or she in his or her
discretion shall deem necessary, advisable or desirable to give effect to
these resolutions."
************
CERTIFIED to be a true copy of a resolution of the board of directors of the
Corporation passed by the signatures of all the directors of the Corporation who
would be entitled to vote on the resolution at a meeting of the directors,
pursuant to the Business Corporations Act (Ontario), on the 20th day of
December, 1996, which resolution is in full force and effect unamended as at the
date hereof.
DATED the 24th day of December, 1996.
/s/ Monica Simmie
- -----------------------------------
ASSISTANT-SECRETARY - MONICA SIMMIE
FOR MINISTRY USE ONLY ONTARIO CORPORATION NUMBER
A L'USAGE EXCLUSIF DU MINISTERE NUMERO DE LA SOCIETE EN ONTARIO 1.
1215983
--------------------------------
[LOGO] MINISTRY OF MINISTERE DE
CONSUMER AND LA CONSOMMATION
COMMERCIAL RELATIONS ET DU COMMERCE
CERTIFICATE CERTIFICAT
THIS IS TO CERTIFY THAT THESE CECI CERTIFIE QUE LES PRESENTS
ARTICLES ARE EFFECTIVE ON STATUTS ENTRENT EN VIGUEUR LE
SEPTEMBER 15 SEPTEMBRE, 1997
- ----------------------------------------------------------------------
/s/ [Illegible]
Director/Directeur
Business Corporations Act/Loi sur les societes par actions
- --------------------------------------------------------------------------------
Form 3 Business Corporations Act
Formula 3 Loi sur les societes par actions
ARTICLES OF AMENDMENT
STATUTS DE MODIFICATION
1. The name of the corporation is:
Denomination sociale de la societe:
ROGERS CABLESYSTEMS LIMITED
---------------------------------------------------------
2. The name of the corporation is changed to (if applicable):
Nouvelle denomination sociale de la societe (s'il y a lieu):
---------------------------------------------------------
3. Date of incorporation/amalgamation:
Date de la constitution ou de la fusion:
1997, JANUARY 01
---------------------------------------------------------
(Year, Month, Day)
(annee, mois, jour)
4. The articles of the corporation are amended as follows:
Les statuts de la societe sont modifies de la facon suivante
RESOLVED as a special resolution that:
1. the Articles of the Corporation be amended to increase the
authorized capital of the Corporation by creating an unlimited
number of a new class of shares to be designated as Third
Preferred shares, which shares shall have attached thereto the
rights, privileges, restrictions and conditions set out in
Schedule "A" annexed hereto;
2. the Articles of the Corporation be amended by deleting the
rights, privileges, restrictions and conditions attaching to the
common shares in their entirety and substituting therefor the
rights, privileges, restrictions and conditions set out in the
annexed Schedule "A";
3. by declaring that, after the issuance of a Certificate of
Amendment giving effect to the foregoing, the Corporation will be
authorized to issue an unlimited number of First Preferred
shares, an unlimited number of Second Preferred shares, an
unlimited number of Third Preferred Shares and unlimited number
of common shares; and
4. any one director or officer of the Corporation is hereby
authorized and directed, for and on behalf of the Corporation, to
execute and deliver all such documents and to do all such acts or
things as may be necessary or advisable to give effect to the
foregoing, including, without limitation, the delivery and filing
of Articles of Amendment.
1A
SCHEDULE "A"
THIRD PREFERRED SHARES
The Third Preferred shares shall have attached thereto, as a class, the
following rights, privileges, restrictions and conditions:
(a) RANKING. The Third Preferred shares shall rank, with respect to both
dividends and return of capital in the event of the liquidation,
dissolution or winding up of the Corporation, junior to the First
Preferred shares and the Second Preferred shares and in priority to all
other shares of the Corporation, including without limitation, the common
shares of the Corporation, but shall not confer any further right to
participate in the profits or assets of the Corporation. The rights,
privileges, restrictions and conditions attaching to the Third Preferred
shares shall be deemed to include and incorporate by reference such
provisions (including, without limitation, the subordination provisions)
as are necessary to constitute the Third Preferred shares "Excluded
Securities" for the purposes of the:
(A) Amended and Restated Loan Agreement dated as of November 26, 1996
among Rogers Cablesystems Limited ("RCAB"), a predecessor by
amalgamation to the Corporation, The Toronto-Dominion Bank, as
agent, and certain other parties;
(B) Indenture dated as of August 1, 1992 among RCAB, Rogers Cable T.V.
Limited ("RCTV"), a predecessor by amalgamation to the Corporation,
Rogers Ottawa Limited/Limitee ("ROL") and Chemical Bank re US
$250,000,000 9 5/8% Senior Secured Priority Notes due 2002;
(C) Indenture dated as of September 1, 1992 among RCAB, RCTV, ROL and
Chemical Bank re US $200,000,000 10 1/8% Senior Secured Second
Priority Debentures due 2012;
(D) Indenture dated as of January 15, 1994 among RCAB, RCTV, ROL and
Chemical Bank re Cdn. $300,000,000 9.65% Senior Secured Second
Priority Debentures due 2014;
(E) Indenture dated as of March 20, 1995 among RCAB, various Restricted
Subsidiaries and Chemical Bank re US $450,000,000 10% Series B
Senior Secured Second Priority Notes due 2005;
(F) Indenture dated as of November 30, 1995 among RCAB, various
Restricted Subsidiaries and Chemical Bank re US $150,000,000 10%
Senior Secured Second Priority Debentures due 2007;
(G) Note Purchase and Guarantee Agreement dated as of June 1, 1990 among
RCAB, RCTV and various purchasers re US $250,000,000 11.09% Senior
Subordinated Notes due 2000;
(H) Indenture dated as of November 30, 1995 among RCAB, various
Restricted Subsidiaries and Chemical Bank re US $125,000,000 Senior
Subordinated Guaranteed Debentures due 2015; and
(I) such other loan agreements, indentures, deeds of trust or other
financing instruments to which the Corporation (or any successor) is
from time to time a party as contain substantially similar
provisions as the foregoing financing instruments relating to
"Excluded Securities",
1B
(collectively, all such documents, as they may be amended from time to
time, are hereinafter referred to as the "Financing Indentures").
For greater certainty, no distribution of money or property shall be made
on, or in connection with, the Third Referred shares (including, without
limitation, distributions made by the payment of dividends or payments
made in connection with the redemption of Third Preferred shares or
payments made on the liquidation, dissolution, or winding up of the
Corporation) unless such a distribution is permitted to be made on or by
means of Excluded Securities under the provisions of the Financing
Indentures. Any promissory notes issued to satisfy any dividend,
redemption or other distribution amount made in respect of any of the
Third Preferred shares shall, notwithstanding anything to the contrary
contained herein, be deemed to include and incorporate by reference such
provisions (including, without limitation, the subordination provisions)
as are necessary to constitute such promissory notes Excluded Securities
for the purposes of the Financing Indentures. Until all indebtedness under
the Financing Indentures has been fully paid or the payment thereof has
been duly provided for, such promissory note shall not be assignable or
negotiable by the holder except to the extent and in the manner
contemplated by the applicable provisions contained in the Financing
Indentures relating to Excluded Securities.
(B) REDEMPTION PRIVILEGE.
(i). REDEMPTION RIGHT. Subject to the provisions of the Business
Corporations Act (Ontario), as amended from time to time, or any
successor legislation, the Corporation may, upon giving notice or
upon notice being waived as hereinafter provided, redeem the whole
or any part of the Third Preferred shares on payment for each such
share to be redeemed of the amount of One Thousand Dollars
($1,000.00) (the "Redemption Price").
(ii) PAYMENT OF REDEMPTION PRICE BY PROMISSORY NOTE. The Redemption Price
may, at the option of the Corporation, be paid and satisfied in
whole or in part: (1) by the issuance to the holder by the
Corporation of a promissory note for a principal sum equal to the
Redemption Price, or such part thereof as is to be satisfied by the
promissory note, which, subject to section (a) above, is payable on
demand, provides for interest on the unpaid balance at a rate equal
to the annual rate established by The Toronto-Dominion Bank at its
head office in Toronto, Ontario from time to time as being its
reference rate of interest used by it to determine the rates of
interest it will charge for loans made in Canada in Canadian dollars
to its preferred commercial customers (hereinafter referred to as
"Prime"), plus two percent (2%) per annum, calculated and payable
monthly in arrears on the last date of each month, provided that the
balance of any interest accrued and unpaid to the date on which the
principal amount is paid shall be due and payable on such date and
that any interest not paid on its due date shall itself bear
interest at the above rate, compounded monthly and, subject to
section (a) above, entitles the Corporation to prepay the whole or
any part of the unpaid principal under such promissory note, upon
payment of interest accrued on the unpaid principal balance to the
date of payment; or (2) by the assignment or endorsement in favour
of the holder of a promissory note made by an affiliate (as such
term is defined in the Business Corporations Act (Ontario), as
amended from time to time, or any successor legislation) for a
principal sum or for a portion of the principal sum equal to the
Redemption Price, or such part thereof as is to be satisfied by the
promissory note, which is payable on demand and which the board of
directors of the Corporation in its discretion has determined has a
value not less than the
1c
Redemption Price, or such part thereof as is to be satisfied by the
promissory note of the affiliate, which might be issued under clause
(1) of this subsection (b)(ii).
(iii) PARTIAL REDEMPTION. In case a part only of the then outstanding
Third Preferred shares is at any time to be redeemed, the shares so
to be redeemed shall be selected in such manner as the directors in
their discretion shall decide and need not be redeemed pro rata or
selected by lot.
(iv) NOTICE OF REDEMPTION AND RIGHTS OF HOLDERS. The Corporation shall,
at least one (1) day before the date specified for redemption,
send to each person who at the date of sending is a registered
holder of Third Preferred shares to be redeemed a notice in writing
of the intention of the Corporation to redeem such Third Preferred
shares, or alternatively, notice may be waived or the time for
sending of the notice may be waived at any time with the consent in
writing of holders of such Third Preferred shares to be redeemed.
Notice may be mailed in a prepaid envelope addressed to each such
shareholder at his address as it appears on the records of the
Corporation or its transfer agent, or alternatively, such notice may
be delivered personally to such shareholder; provided, however, that
accidental failure to give any such notice to one or more of such
shareholders shall not affect the validity of the redemption. Such
notice shall set out the Redemption Price and the date of
redemption. If notice of any such redemption be given by the
Corporation or waived in the manner aforesaid and an amount
sufficient to redeem the shares has been paid (whether in cash or by
promissory note, as above provided) to the holder of the Third
Preferred shares to be redeemed or deposited with any trust
corporation or chartered bank in Canada, on or before the date fixed
for redemption, the holders thereof shall thereafter have no rights
against the Corporation in respect thereof except, upon the
surrender of certificates for such shares, to receive payment
therefor.
(c) CUMULATIVE DIVIDENDS. The holders of the Third Preferred shares shall, in
each fiscal year of the Corporation, subject to section (a) hereof and to
the payment of all accrued dividends on the First Preferred shares and
Second Preferred shares, but always in preference and priority to any
payment of dividends on any other shares of the Corporation for such year,
be entitled to receive, subject to the provisions of the Business
Corporations Act (Ontario), as amended from time to time, or any successor
legislation, fixed, cumulative cash dividends at the rate of nine and
five-eighth percent (9.625%) per annum of the Redemption Price for such
shares payable quarterly on the first day following the last day in the
month of each of March, June, September and December, other than a
Saturday or a Sunday, on which the main branch of The Toronto-Dominion
Bank in Toronto, Ontario is open for business (each an "Established
Dividend Payment Date"). Alternatively, if the directors so determine,
dividends shall be payable on any day (an "Alternate Dividend Payment
Date") following the immediately preceding Established Dividend Payment
Date and before the next Established Dividend Payment Date. An Established
Dividend Payment Date and an Alternate Dividend Payment Date are each
hereinafter referred to as a "Dividend Payment Date". Dividends on the
Third Preferred shares shall accrue and be cumulative from the date of
issue of the Third Preferred shares. If on any Dividend Payment Date the
dividend payable on such date is not paid in full on all of the Third
Preferred shares then issued and outstanding, such dividend or the unpaid
part thereof shall be paid on the first date thereafter on which the
Corporation shall have sufficient moneys properly applicable to the
payment of same. The holders of Third Preferred shares shall not be
entitled to any dividend other than or in excess of the cumulative
dividends at the rate hereinbefore provided for.
1d
The Corporation shall not redeem or purchase for cancellation any Third
Preferred shares then outstanding unless all dividends accrued on the
Third Preferred shares up to the date of redemption or purchase have been
declared and paid.
(d) PURCHASE BY THE CORPORATION. The Corporation shall have the right at its
option at any time and from time to time to purchase the whole or any part
of the Third Preferred shares at the lowest price at which, in the opinion
of the directors, such shares are obtainable but not exceeding the
Redemption Price thereof (the "Purchase Price"). The Purchase Price may,
at the option of the Corporation be paid and satisfied in the manner
provided for in subsection (b)(ii) hereof, subject to the provisions of
section (a) hereof.
(e) LIQUIDATION, DISSOLUTION OR WINDING UP. In the event of the liquidation,
dissolution or winding up of the Corporation, whether voluntary or
involuntary, the holders of the Third Preferred shares shall be entitled
to receive, subject to section (a) hereof and after the holders of First
Preferred shares and Second Preferred shares shall have received an amount
equal to the redemption price for each First Preferred share and Second
Preferred share held by them, but before any distribution of any part of
the assets of the Corporation among the holders of any other shares, an
amount equal to the Redemption Price for each issued and outstanding Third
Preferred share, together with an amount equal to all unpaid cumulative
dividends which shall have accrued thereon, whether or not declared, and
which, for such purpose, shall be treated as accruing up to the date of
such distribution.
(f) NO VOTING RIGHTS; NOTICE OF MEETINGS. The holders of the Third Preferred
shares shall not, as such, have any voting rights for the election of
directors or, subject to any voting rights accorded them pursuant to the
provisions of the Business Corporations Act (Ontario), as amended from
time to time, or any successor legislation, for any other purpose, nor
shall they be entitled to attend shareholders' meetings except for the
purpose of exercising any voting rights accorded to them pursuant to the
provisions of the Business Corporations Act (Ontario), as amended from
time to time, or any successor legislation; holders of Third Preferred
shares shall, however, be entitled to notice of meetings of shareholders
called for the purpose of authorizing the dissolution of the Corporation
or the sale, lease or exchange of all or substantially all the property of
the Corporation other than in the ordinary course of business.
COMMON SHARES
The common shares shall have attached thereto, as a class, the following rights,
privileges, resections and conditions:
(a) COMMON SHARES. Subject to the prior rights of any other shares ranking
senior to the common shares, the holders of the common shares are entitled
to vote at all meetings of shareholders, to receive dividends and to
receive the remaining property of the Corporation upon dissolution.
2.
5. The amendment has been duly authorized as required by Sections 168 & 170 (as
applicable) of the Business Corporations Act.
La modification a ete dument autorisee conformement aux articles 168 at 170
(selon le cas) de la Loi sur les societes par actions.
6. The resolution authorizing the amendment was approved by the
shareholders/directors (as applicable) of the corporation on
Les actionnaires ou les administrateurs (selon le cas) de la societe ont
approuve la resolution autorisant la modification le
1997 SEPTEMBER 15
- -------------------------------------------------------------------------------
(Year, Month, Day)
(annee, mois, jour)
These articles are signed in duplicate.
Las presents statuts sont signes en double exemplaire.
ROGERS CABLESYSTEMS LIMITED
------------------------------------
(Name of Corporation)
(Denomination sociale de la societe)
By: M L Daly
-------------------------
Vice-President, Treasurer
By:/Par: Alan Horn
-------------------------------------
(Signature) (Description of Office)
(Signature) (Fonction)
Acting Vice-President,
Finance and CFO
1.
ONTARIO CORPORATION NUMBER
NUMERO DE LA SOCIETE EN ONTARIO
1215983
FOR MINISTRY USE ONLY
A L'USAGE EXCLUSIF DU MINISTERE
[LOGO] Ministry of Ministere de
Consumer and la Consommation
Commercial Relations et du Commerce
CERTIFICATE CERTIFICAT
This is to certify that Ceci certifie que les
these articles are effective presents statuts entrent
on en vigueur le
DECEMBER 31 DECEMBRE, 1997
- ---------------------------------------------------------
/s/ [ILLEGIBLE]
Director/Directeur
Business Corporations Act/Loi sur les societes par actions
- --------------------------------------------------------------------------------
ARTICLES OF AMENDMENT
STATUTS DE MODIFICATION
FORM 3 1. THE PRESENT NAME OF THE CORPORATION IS:
BUSINESS DENOMINATION SOCIALE ACTUELLE DE LA SOCIETE:
CORPORATIONS
ACT ROGERS CABLESYSTEMS LIMITED
--------------------------------------------------------------
FORMULE 3
LOI
SUR LES
SOCIETES PAR 2. THE NAME OF THE CORPORATION IS CHANGED TO (IF APPLICABLE):
ACTIONS NOUVELLE DENOMINATION SOCIALE DE LA SOCIETE (S'IL Y AL LIEU):
--------------------------------------------------------------
3. DATE OF INCORPORATION/AMALGAMATION:
DATE DE LA CONSTITUTION OU DE LA FUSION:
1997 JANUARY 01
--------------------------------------------------------------
(YEAR, MONTH, DAY)
(ANNEE, MOIS, JOUR)
4. THE ARTICLES OF THE CORPORATION ARE AMENDED AS FOLLOWS:
LES STATUTS DE LA SOCIETE SONT MODIFIES DE LA FACON SUIVANTE:
(a) to increase the authorized capital of the Corporation by
creating an unlimited number of Class A Common shares and
100,000,000 Class B Preferred shares;
(b) to reclassify the 1,000,000 issued and outstanding common
shares of the Corporation by changing each such issued and
outstanding common share into 100 Class A Common shares
and 100 Class B Preferred shares;
(c) to reduce the authorized capital of the Corporation by
deleting and canceling the authorized and unissued common
shares of the Corporation and by deleting the rights,
privileges, restrictions and conditions attached thereto;
(d) by providing that the Class A Common shares and the Class
B Preferred shares shall have attached thereto the rights,
privileges, restrictions and conditions set out in
Schedule "A" annexed hereto;
1a
(e) by declaring that, after giving effect to the foregoing, the Corporation
is authorized to issue an unlimited number of First Preferred shares, an
unlimited number of Second Preferred shares, an unlimited number of Third
Preferred shares, an unlimited number of Class A Common shares and
100,000,000 Class B Preferred shares; and
(f) by providing that $115,738,238 shall be deducted from the stated capital
account maintained by the Corporation for its common shares and that
$115,738,238 in the aggregate shall be added to the stated capital
accounts to be maintained by the Corporation for the Class A Common shares
and the Class B Preferred shares, with such amount to be allocated to the
stated capital accounts for the Class A Common shares and the Class B
Preferred shares, so that the ratio of stated capital to fair market value
for the 100,000,000 Class A Common shares resulting from the change of the
1,000,000 issued and outstanding common shares into 100,000,000 Class A
Common shares and 100,000,000 Class B Preferred shares will be the same as
the ratio of stated capital to fair market value for the 100,000,000 Class
B Preferred shares resulting from the change of the 1,000,000 issued and
outstanding common shares into 100,000,000 Class A Common shares and
100,000,000 Class B Preferred shares, and with the actual amounts so
allocated to the stated capital accounts for the Class A Common shares and
the Class B Preferred shares to be set out in a certificate of an officer
of the Corporation filed in the minute book of the Corporation.
1b
SCHEDULE "A"
ROGERS CABLESYSTEMS LIMITED
CLASS A COMMON SHARES
The holders of the Class A Common shares shall be entitled:
(a) to two (2) votes in respect of each Class A Common share at all meetings
of shareholders of the Corporation, except meetings at which only holders
of a specified class of shares are entitled to vote;
(b) to receive, subject to the rights of the holders of the other classes of
shares of the Corporation, dividends in the form of fully paid shares of
the Corporation or money as, when, and at the rate declared in the
discretion of the directors; and
(c) to receive, subject to the rights of the holders of the other classes of
shares of the Corporation, the remaining property of the Corporation on
the liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary.
CLASS B PREFERRED SHARES
The Class B Preferred shares shall have attached thereto, as a class, the
following rights, privileges, restrictions and conditions:
(a) RANKING
The Class B Preferred shares shall rank, with respect to both dividends and in
the event of the dissolution, liquidation or winding-up of the Corporation,
whether voluntary or involuntary, or any distribution of assets of the
Corporation among its shareholders for the purpose of winding-up its affairs,
junior to the First Preferred shares, the Second Preferred shares and the Third
Preferred shares and in priority to the Class A Common shares of the
Corporation, but shall not confer any further right to participate in the
profits or assets of the Corporation.
(b) EXCLUDED SECURITIES
The rights, privileges, restrictions and conditions attaching to the Class B
Preferred shares shall be deemed to include and incorporate by reference such
provisions (including, without limitation, the subordination provisions) as are
necessary to constitute the Class B Preferred shares "Excluded Securities" for
the purposes of the:
(A) Amended and Restated Loan Agreement dated as of November 26, 1996
among Rogers Cablesystems Limited ("RCAB"), a predecessor by
amalgamation to the Corporation, The Toronto-Dominion Bank, as
agent, and certain other parties;
(B) Indenture dated as of August 1, 1992 among RCAB, Rogers Cable T.V.
Limited ("RCTV"), a predecessor by amalgamation to the Corporation,
Rogers Ottawa Limited/Limitee ("ROL") and Chemical Bank re
US $250,000,000 9 5/8% Senior Secured Priority Notes due 2002;
(C) Indenture dated as of September 1, 1992 among RCAB, RCTV, ROL and
Chemical Bank re US $200,000,000 10 1/8% Senior Secured Second
Priority Debentures due 2012;
1c
(D) Indenture dated as of January 15, 1994 among RCAB, RCTV, ROL and
Chemical Bank re Cdn. $300,000,000 9.65% Senior Secured Second
Priority Debentures due 2014;
(E) Indenture dated as of March 20, 1995 among RCAB, various Restricted
Subsidiaries and Chemical Bank re US $450,000,000 10% Series B
Senior Secured Second Priority Notes due 2005;
(F) Indenture dated as of November 30, 1995 among RCAB, various
Restricted Subsidiaries and Chemical Bank re US $150,000,000 10%
Senior Secured Second Priority Debentures due 2007;
(G) Note Purchase and Guarantee Agreement dated as of June 1, 1990 among
RCAB, RCTV and various purchasers re US $250,000,000 11.09% Senior
Subordinated Notes due 2000;
(H) Indenture dated as of November 30, 1995 among RCAB, various
Restricted Subsidiaries and Chemical Bank re US $125,000,000 Senior
Subordinated Guaranteed Debentures due 2015; and
(I) such other loan agreements, indentures, deeds of trust or other
financing instruments to which the Corporation (or any successor) is
from time to time a party as contain substantially similar
provisions as the foregoing financing instruments relating to
"Excluded Securities",
(collectively, all such documents, as they may be amended from time to time, are
hereinafter referred to as the "Financing Indentures").
For greater certainty, no distribution of money or property shall be made on, or
in connection with, the Class B Preferred shares (including, without limitation,
distributions made by the payment of dividends or payments made in connection
with the redemption of Class B Preferred shares or payments made on the
liquidation, dissolution, or winding up of the Corporation) unless such a
distribution is permitted to be made on or by means of Excluded Securities under
the provisions of the Financing Indentures. Any promissory notes issued to
satisfy any dividend, redemption or other distribution amount made in respect of
any of the Class B Preferred shares shall, notwithstanding anything to the
contrary contained herein, be deemed to include and incorporate by reference
such provisions (including, without limitation, the subordination provisions) as
are necessary to constitute such promissory notes Excluded Securities for the
purpose of the Financing Indentures. Until all indebtedness under the Financing
Indentures has been fully paid or the payment thereof has been duly provided
for, such promissory note shall not be assignable or negotiable by the holder
except to the extent and in the manner contemplated by the applicable provisions
contained in the Financing Indentures relating to Excluded Securities.
(c) REDEMPTION PRIVILEGE
(i) REDEMPTION PRICE
The Redemption Price in respect of each Class B Preferred share shall be
equal to
(A) the portion of the fair market value of all of the issued
shares of the Corporation immediately before the Certificate
of the Director under the Business Corporations Act (Ontario)
in respect of these Articles of
1d
Amendment pursuant to which the Class B Preferred shares are
issued becomes effective (and such Certificate of the Director
shall, for the purposes hereof, be deemed to become effective
at 1:00 p.m. on the date on which such Certificate becomes
effective, or such other time on such date as is determined by
the Vice-President, Treasurer of the Corporation, as evidenced
by a certificate to that effect filed in the minute book of
the Corporation) that the fair market value, at that time, of
all the shares of Rogers Telecom Inc. is of the fair market
value, at that time, of all of the net assets of the
Corporation, divided by,
(B) 100,000,000.
(ii) RIGHT TO REDEEM
Subject to the provisions of the Business Corporations Act (Ontario), as
amended from time to time, or any successor legislation (the "Act"), the
Corporation may, upon giving notice as hereinafter provided, redeem the
whole or any part of the Class B Preferred shares on payment for each such
share to be redeemed of the Redemption Price therefor.
(iii) PAYMENT OF REDEMPTION PRICE BY PROMISSORY NOTE
The aggregate Redemption Price of all Class B Preferred shares held by a
holder which are redeemed may, at the option of the Corporation, be
satisfied by the issuance to the holder by the Corporation of a promissory
note for a principal sum equal to the aggregate Redemption Price of all
Class B Preferred shares held by the holder which are redeemed, which,
save as hereinafter provided, is payable on demand, and which provides for
interest after the date the promissory note is made on the unpaid
principal balance at a rate equal to the rate of interest expressed as an
annual rate quoted by The Toronto-Dominion Bank at its head office in
Toronto, Ontario, from time to time as being its reference rate of
interest (commonly known as its "prime rate") used by it to determine the
rates of interest it will charge for loans made in Canada in Canadian
dollars to its preferred commercial customers (hereinafter referred to as
"Prime"), plus two percent (Prime + 2%) per annum, calculated and, save as
hereinafter provided, payable monthly, in arrears on the last date of each
month. The promissory note shall provide that the balance of any interest
accrued and unpaid to the date on which the principal amount is paid shall
be due and payable on such date and that any interest not paid on its due
date shall itself bear interest at the above rate, compounded monthly. The
Corporation shall have the right to prepay the whole or any part of the
unpaid principal under such promissory note, upon payment of interest
accrued on the unpaid principal balance to the date of payment. The
promissory note shall provide that it is issued in satisfaction of, and is
for a principal amount equal to, the aggregate Redemption Price of all
Class B Preferred shares held by the holder which were redeemed.
(iv) LIMITATIONS ON PROMISSORY NOTE
Until all indebtedness under the Financing Indentures has been fully paid
or the payment thereof has been duly provided for, such promissory note
shall not be assignable or negotiable by the holder except to the extent
and in the manner contemplated by the applicable provisions contained in
the Financing Indentures relating to Excluded Securities. The obligations
of the Corporation under such promissory note may, however, be fully and
finally satisfied by the set-off thereof against the obligations of Rogers
Telecom Holdings Inc. pursuant to a demand promissory note made by Rogers
Telecom Holdings Inc. in favour of the Corporation on the same date for a
principal amount equal to the aggregate redemption price of the
100,000,000 First Preferred shares in the capital of Rogers
1e
Telecom Holdings Inc., as specified in the articles of incorporation of
Rogers Telecom Holdings Inc., issued in satisfaction of the purchase price
of all of the issued and outstanding shares of Rogers Telecom Inc.
(v) PARTIAL REDEMPTION
In case a part only of then outstanding Class B Preferred shares is at any
time to be redeemed, the shares so to be redeemed shall be selected by lot
in such manner as the directors in their discretion shall decide or, if
the directors so determine, may be redeemed pro rata, disregarding
fractions, and the directors may make such adjustments as may be necessary
to avoid the redemption of fractional parts of shares.
(vi) NOTICE OF REDEMPTION AND RIGHTS OF HOLDERS
The Corporation shall, on or before the date specified for redemption,
deliver to each person who at the date of sending is a registered holder
of Class B Preferred shares to be redeemed a notice in writing of the
intention of the Corporation to redeem such Class B Preferred shares.
Notice may be delivered to each such shareholder at its address as it
appears on the records of the Corporation or its transfer agent, provided,
however, that accidental failure to deliver any such notice to one or more
of such shareholders shall not affect the validity of the redemption. Such
notice shall set out whether the Corporation elects to satisfy the
Redemption Price by the issuance of a promissory note as provided above
and the date of redemption. If notice of any such redemption be delivered
by the Corporation and an amount sufficient to redeem the shares has been
paid to the holder of the Class B Preferred shares to be redeemed or
satisfied by a promissory note, as provided in the notice of redemption,
or such amount or promissory note in satisfaction thereof has been
deposited with any trust company or chartered bank in Canada, as specified
in the notice, on or before the date fixed for redemption, the holders
thereof shall thereafter have no rights against the Corporation in respect
thereof except, upon the surrender of certificates for such shares, to
receive payment therefor.
(d) RETRACTION PRIVILEGE
(i) TENDER AND REQUEST
The holders of Class B Preferred shares shall be entitled to require
the Corporation to redeem at any time and from time to time all or
any part of the Class B Preferred shares registered in the name of
such holder on the books of the Corporation by tendering to the
Corporation at its head office a share certificate representing the
Class B Preferred shares which the registered holder desires to have
the Corporation redeem together with a request in writing
specifying;
(A) that the registered holder desires to have the Class B
Preferred shares represented by such certificate redeemed by
the Corporation; and
(B) the business day (in this paragraph referred to as the
"redemption date") on which the holder desires to have the
Corporation redeem such Class B Preferred shares. Requests in
writing shall specify a redemption date which shall be not
less than four (4) days after the date on which the request in
writing is given to the Corporation, unless the Corporation
consents in writing to an earlier redemption date. The holders
of any Class B Preferred shares may, with the consent of the
Corporation, revoke such request prior to the redemption date.
Subject to receipt of a share certificate representing
1f
the Class B Preferred shares which the registered holder
desires to have the Corporation redeem together with such a
request, and subject to the provisions of the Act, the
Corporation shall on the redemption date, redeem such Class B
Preferred shares by paying to such registered holder an amount
equal to the Redemption Rice.
(ii) PAYMENT BY PROMISSORY NOTE
The aggregate Redemption Price of all Class B Preferred shares held
by a holder which are to be redeemed may, at the option of the
Corporation, be satisfied by the issuance to the holder by the
Corporation of a promissory note for a principal sum equal to the
aggregate Redemption Price of all Class B Preferred shares held by
the holder which are redeemed on the terns provided in subparagraphs
(c)(iii) and (c)(iv) above.
(iii) RIGHTS OF HOLDERS
From and after the redemption date, the Class B Preferred shares to
be redeemed on such date shall cease to be entitled to dividends and
the holders thereof shall not be entitled to exercise any of the
rights of holders of Class B Preferred shares in respect thereof
unless the Redemption Price is not paid or satisfied by a promissory
note as above provided on the redemption date, in which event the
rights of the holders of the said shares shall remain unaffected.
(e) DISCRETIONARY NON-CUMULATIVE DIVIDENDS
The holders of the Class B Preferred shares shall, in each fiscal year of the
Corporation, as and when declared in the discretion of the directors, and
subject to the payment of dividends on the First, Second and Third Preferred
shares but always in preference and priority to any payment of dividends on the
Class A Common shares for such year, be entitled to receive, subject to the
provisions of the Act, non-cumulative dividends at a rate as declared by the
directors from time to time. The holders of Class B Preferred shares shall not
be entitled to any dividend other than or in excess of the non-cumulative
dividends at the rate declared by the directors. The Corporation shall not
exercise its right to redeem any Class B Preferred shares then outstanding
unless all declared but unpaid dividends on the Class B Preferred shares up to
the date of redemption have been paid.
(f) PURCHASE BY THE CORPORATION
Subject to the Act, the Corporation shall have the right at its option at any
time and from time to time to purchase the whole or any part of the Class B
Preferred shares at the lowest price at which, in the opinion of the directors,
such shares are obtainable but not exceeding the Redemption Price thereof.
(g) SHARES PURCHASED OR REDEEMED TO BE CANCELLED
Class B Preferred shares which are purchased, redeemed, or otherwise acquired by
the Corporation shall be cancelled, and shall not be restored to the status of
authorized but unissued shares.
1g
(h) LIQUIDATION, DISSOLUTION OR WINDING UP
In the event of the liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, the holders of the Class B Preferred shares
shall be entitled to receive, after the holders of the First, Second and Third
Referred shares shall have received such amounts as they are entitled to receive
in such event for each share held by them, but before any distribution of any
part of the assets of the Corporation among the holders of the Class A Common
shares or any shares of any other class ranking junior to the Class B Preferred
shares with respect to the return of capital, an amount equal to the Redemption
Price for each issued and outstanding Class B Preferred share, together with an
amount equal to all declared but unpaid dividends thereon.
(i) VOTING RIGHTS
The holders of Class B Preferred shares shall not, as such, have any voting
rights for the election of directors or, subject to any voting rights accorded
them pursuant to the provisions of the Act, for any other purpose; holders of
Class B Preferred shares shall, however, be entitled to notice of meetings of
shareholders called for the purpose of authorizing the dissolution of the
Corporation or the sale, lease or exchange of all or substantially all the
property of the Corporation other than in the ordinary course of business.
2
5. The amendment has been duly authorized La modification a ete dument
as required by Sections 168 & 170 (as autorisee conformement aux
applicable) of the Business Corporations articles 168 et 170 (selon le
Act. cas) de la Loi sur les societes
par actions.
6. The resolution authorizing the amendment Les actionnaires ou les
was approved by the shareholders/ administrateurs (selon le cas)
directors (as applicable) of the de la societe ont approuve la
corporation on resolution autorisant la
modification le
1997 December 24
------------------------------------------------------------
(Year, Month, Day)
(annee, mois, jour)
These articles are signed in duplicate. Les presents statuts sont signee
en double exemplaire.
ROGERS CABLESYSTEMS LIMITED
----------------------------------------
(Name of Corporation)
(Denomination sociale de societe)
By: /s/ David P. Miller
---------------------------------------------
David P. Miller - Vice President, General
Counsel & Secretary
By/Par: /s/ Monica Simmie
------------------------------------------
(Signature) (Description of Office)
Monica Simmie - Assistant Secretary
1.
ONTARIO CORPORATION NUMBER
NUMERO DE LA SOCIETE EN ONTARIO
1215983
FOR MINISTRY USE ONLY
A L'USAGE EXCLUSIF DU MINISTERE
[LOGO] Ministry of Ministere de
Consumer and la consommation
Commercial Relations et du Commerce
CERTIFICATE CERTIFICAT
This is to certify that these Caci certifie que les presents
articles are effective on statuts entrent en vigueur le
MAY 29 MAI, 1998
- -------------------------------------------------------------
/s/ [ILLEGIBLE]
Director/Directeur
Business Corporations Act/Loi sur les societes par actions
- --------------------------------------------------------------------------------
ARTICLES OF AMENDMENT
STATUTS DE MODIFICATION
Form 3 Business Corporations Act
Formule 3 Loi sur les societes par actions
1. The present name of the corporation is:
Denomination sociale actuelle de la societe:
ROGERS CABLESYSTEMS LIMITED
-----------------------------------------------------------------------------
2. The name of the corporation is changed to (if applicable):
Nouvelle denomination sociale de la societe (s'il y a lieu):
-----------------------------------------------------------------------------
3. Date of incorporation/amalgamation:
Date de la constitution ou de la fusion:
1997/01/01
-----------------------------------------------------------------------------
(Year, Month, Day)
(annee, mois, jour)
4. The articles of the corporation are amended as follows:
Les statuts de la societe sont modifies de la facon sulvante:
The Articles of the Corporation are amended by deleting the rights,
privileges, restrictions and conditions attaching to the First Preferred
shares in their entirety and substituting therefor the rights, privileges,
restrictions and conditions set out in the annexed Schedule "A".
1a.
SCHEDULE "A"
FIRST PREFERRED SHARES
(a) FIRST PREFERRED SHARES - RANKING. The First Preferred shares shall rank,
with respect to both dividends and return of capital, in priority to all other
shares of the Corporation but shall not confer any further right to participate
in the profits or assets.
(b) REDEMPTION PRIVILEGE.
(i) REDEMPTION RIGHT. Subject to the provisions of the Business
Corporations Act (Ontario), as amended from time to time, or any
successor legislation, the Corporation may, upon giving notice or
upon notice being waived as hereinafter provided, redeem the whole
or any part of the First Preferred shares on payment for each such
share to be redeemed of the amount of One Thousand Dollars
($1,000.00) (the "Redemption Amount"), together with an amount equal
to all unpaid cumulative dividends, whether or not declared, which
shall have accrued thereon and which, for such purpose shall be
treated as accruing up to the date of such redemption (the
Redemption Amount plus such accrued and unpaid dividends are
hereinafter called the "Redemption Price").
(ii) PAYMENT OF REDEMPTION PRICE BY PROMISSORY NOTE. The Redemption Price
may, at the option of the Corporation, be paid and satisfied in
whole or in part: (1) by the issuance to the holder by the
Corporation of a promissory note for a principal sum equal to the
Redemption Price, or such part thereof as is to be satisfied by the
promissory note, which, subject to section (a) above, is payable on
demand, provides for interest on the unpaid balance at a rate equal
to the annual rate established by The Toronto-Dominion Bank at its
head office in Toronto, Ontario from time to time as being its
reference rate of interest used by it to determine the rates of
interest it will charge for loans made in Canada in Canadian dollars
to its preferred commercial customers (hereinafter referred to as
"Prime"), plus two percent (2%) per annum, calculated and payable
monthly in arrears on the last date of each month, provided that the
balance of any interest accrued and unpaid to the date on which the
principal amount is paid shall be due and payable on such date and
that any interest not paid on its due date shall itself bear
interest at the above rate, compounded monthly and, subject to
section (a) above, entitles the Corporation to prepay the whole or
any part of the unpaid principal under such promissory note, upon
payment of interest accrued on the unpaid principal balance to the
date of payment; or (2) by the assignment or endorsement in favour
of the holder of a promissory note made by an affiliate (as such
term is defined in the Business Corporations Act (Ontario), as
amended from time to time, or any successor legislation) for a
principal sum or for a portion of the principal sum equal to the
Redemption Price, or such part thereof as is to be satisfied by the
promissory note, which is payable on demand and which the board of
directors of the Corporation in its discretion has determined has a
value not less than the Redemption Price, or such part thereof as is
to be satisfied by the promissory note of the affiliate, which might
be issued under clause (1) of this subsection (b)(ii).
(iii) PARTIAL REDEMPTION. In case a part only of the then outstanding
First Preferred shares is at any time to be redeemed, the shares so
to be redeemed shall be selected by lot in such manner as the
directors in their discretion shall decide or, if the directors so
determine, may be redeemed pro rata, disregarding fractions, and the
directors may make such adjustments as may be necessary to avoid
the redemption of fractional parts of shares.
1b.
(iv) NOTICE OF REDEMPTION AND RIGHTS OF HOLDERS. The Corporation shall,
at least ten (10) days before the date specified for redemption,
send to each person who at the date of sending is a registered
holder of First Preferred shares to be redeemed a notice in writing
of the intention of the Corporation to redeem such First Preferred
shares, or alternatively, notice may be waived or the time for
sending of the notice may be waived at any time with the consent in
writing of holders of such First Preferred shares to be redeemed.
Notice may be mailed in a prepaid envelope addressed to each such
shareholder at his address as it appears on the records of the
Corporation or its transfer agent, or alternatively, such notice may
be delivered personally to such shareholder; provided, however, that
accidental failure to give any such notice to one or more of such
shareholders shall not affect the validity of the redemption. Such
notice shall set out the Redemption Price and the date of
redemption. If notice of any such redemption be given by the
Corporation or waived in the manner aforesaid and an amount
sufficient to redeem the shares has been paid to the holder of the
First Preferred shares to be redeemed or deposited with any trust
corporation or chartered bank in Canada, on or before the date fixed
for redemption, the holders thereof shall thereafter have no rights
against the Corporation in respect thereof except, upon the
surrender of certificates for such shares, to receive payment
therefor.
(c) CUMULATIVE DIVIDENDS. The holders of the First Preferred shares shall, in
each fiscal year of the Corporation, in preference and priority to any
payment of dividends on any other shares of the Corporation for such year,
be entitled to receive, subject to the provisions of the Business
Corporations Act (Ontario), as amended from time to time, or any successor
legislation, fixed, cumulative cash dividends at the rate equal to the
annual rate established by the Toronto-Dominion Bank from time to time as
a reference rate of interest to determine the interest it will charge for
loans made in Canada in Canadian dollars to its preferred commercial
customers (hereinafter referred to as "Prime") plus one and one quarter
percent (Prime + 1 1/4%) per annum of the Redemption Amount for such
shares payable quarterly on the first day following the last day in the
month of each of March, June, September and December, other than a
Saturday or a Sunday, on which the main branch of The Toronto-Dominion
Bank in Toronto, Ontario is open for business. Dividends on the First
Preferred shares shall accrue and be cumulative from the date of issue of
the First Preferred shares. If on any dividend payment date the dividend
payable on such date is not paid in full on all of the First Preferred
shares then issued and outstanding, such dividend or the unpaid part
thereof shall be paid on the first date thereafter on which the
Corporation shall have sufficient moneys properly applicable to the
payment of same. The holders of First Preferred shares shall not be
entitled to any dividend other than or in excess of the cumulative
dividends at the rate hereinbefore provided for.
(d) PURCHASE BY THE CORPORATION. The Corporation shall have the right at its
option at any time and from time to time to purchase the whole or any part
of the First Preferred shares at the lowest price at which, in the opinion
of the directors, such shares are obtainable but not exceeding the
Redemption Price thereof (the "Purchase Price"). The Purchase Price may,
at the option of the Corporation be paid and satisfied in the manner
provided for in subsection (b)(ii) hereof.
(e) LIQUIDATION, DISSOLUTION OR WINDING UP. In the event of the liquidation,
dissolution or winding up of the Corporation, whether voluntary or
involuntary, the holders of the First Preferred shares shall be entitled
to receive, before any distribution of
1c.
any part of the assets of the Corporation among the holders of any other
shares, an amount equal to the Redemption Price for each issued and
outstanding First Preferred share.
(f) NO VOTING RIGHTS; NOTICE OF MEETINGS. The holders of the First Preferred
shares shall not, as such, have any voting rights for the election of
directors or, subject to any voting rights accorded them pursuant to the
provisions of the Business Corporations Act (Ontario), as amended from
time to time, or any successor legislation, for any other purpose, nor
shall they be entitled to attend shareholders' meetings except for the
purpose of exercising any voting rights accorded to them pursuant to the
provisions of the Business Corporations Act (Ontario), as amended from
time to time, or any successor legislation; holders of First Preferred
shares shall, however, be entitled to notice of meetings of shareholders
called for the purpose of authorizing the dissolution of the Corporation
or the sale, lease or exchange of all or substantially all the property of
the Corporation other than in the ordinary course of business.
2.
5. The amendment has been duly authorized as required by Sections 168 & 170 (as
applicable) of the Business Corporations Act.
La modification a ete dument autorisee conformement aux articles 168 et 170
(selon le cas) de la Loi sur les societes par actions.
6. The resolution authorizing the amendment was approved by the
shareholders/directors (as applicable) of the corporation on
Les actionnaires ou les administrateurs (selon le cas) de la societe ont
approuve la resolution autorisant la modification le
1998/05/28
------------------------------------------------------------------
(Year, Month, Day)
(annee, mois, jour)
These articles are signed in duplicate.
Les presents statuts sont signes en double exemplaire.
ROGERS CABLESYSTEMS LIMITED
----------------------------------------
(Name of Corporation
(Denomination sociale de la societe)
David P. Miller, Vice-Pres.,
By/Par: /s/ David P. Miller Gen. Counsel & Secretary
----------------------------------------------------------
(Signature) (Description of Office)
(Signature) (Fonction)
By/Par: /s/ Alan D. Horn Alan D. Horn, Vice-President
----------------------------------------------------------
1.
Ontario Corporation Number
Numero de la societe en Ontario
1215983
-------------------------------
For ministry Use Only A l'usage exclusif du ministere
[Ontario Logo]
Ministry of Consumer and Commercial Relations
CERTIFICATE
This is to certify that these articles are effective on
Ministere de la Consommation et du Commerce
CERTIFICAT
Ceci certifie que les presents statuts entrent en vigueur le
AUGUST 28 AOUT, 1998
- ----------------------
/s/ [illegible]
Director/Directeur
Business Corporations Act/Loi sur les societes par actions
<Table>
<Caption>
ARTICLES OF AMENDMENT
STATUTS DE MODIFICATION
Form 3 1. The present name of the corporation is: Denomination sociale actuelle de la societe:
Business ROGERS CABLESYSTEMS LIMITED
Corporations
Act
Formule 3 2. The name of the corporation is changed to Nouvelle denomination sociale de la societe
Loi (if applicable): (s'il y a lieu):
sur les
societes par
actions
3. Date of incorporation/amalgamation: Date de la constitution ou de la fusion:
1997/01/01
(Year, Month, Day)
(annee, mois, jour)
4. The articles of the corporation are amended Les statuts de la societe sont modifies
as follows: de la facon suivante:
</Table>
The Articles of the Corporation are amended by deleting the rights,
privileges, restrictions and conditions attaching to the First Preferred shares
in their entirety and substituting therefor the rights, privileges,
restrictions and conditions set out in the annexed Schedule "A".
1a.
SCHEDULE "A"
FIRST PREFERRED SHARES
The Articles of Amalgamation certified on January 1, 1997, as previously amended
be further amended by replacing the share provisions for the First Preferred
shares with the following:
(a) FIRST PREFERRED SHARES - RANKING. The First Preferred shares shall rank,
with respect to both dividends and return of capital, in priority to all
other shares of the Corporation but shall not confer any further right to
participate in the profits or assets.
(b) REDEMPTION PRIVILEGE.
(i) REDEMPTION RIGHT. Subject to the provisions of the Business
Corporations Act (Ontario), as amended from time to time, or any
successor legislation, the Corporation may, upon giving notice or
upon notice being waived as hereinafter provided, redeem the whole
or any part of the First Preferred shares on payment for each such
share to be redeemed of the amount of One Thousand Dollars
($1,000.00) (the "Redemption Amount"), together with an amount equal
to all unpaid cumulative dividends, whether or not declared, which
shall have accrued thereon and which, for such purpose shall be
treated as accruing up to the date of such redemption (the
Redemption Amount plus such accrued and unpaid dividends are
hereinafter called the "Redemption Price").
(ii) PAYMENT OF REDEMPTION PRICE BY PROMISSORY NOTE. The Redemption Price
may, at the option of the Corporation, be paid and satisfied in
whole or in part: (1) by the issuance to the bolder by the
Corporation of a promissory note for a principal sum equal to the
Redemption Price, or such part thereof as is to be satisfied by the
promissory note, which, subject to section (a) above, is payable on
demand, provides for interest on the unpaid balance at a rate equal
to the annual rate established by The Toronto-Dominion Bank at its
head office in Toronto, Ontario from time to time as being its
reference rate of interest used by it to determine the rates of
interest it will charge for loans made in Canada in Canadian dollars
to its preferred commercial customers (hereinafter referred to as
"Prime"), plus two percent (2%) per annum, calculated and payable
monthly in arrears on the last date of each month, provided that the
balance of any interest accrued and unpaid to the date on which the
principal amount is paid shall be due and payable on such date and
that any interest not paid on its due date shall itself bear
interest at the above rate, compounded monthly and, subject to
section (a) above, entitles the Corporation to prepay the whole or
any part of the unpaid principal under such promissory note, upon
payment of interest accrued on the unpaid principal balance to the
date of payment; or (2) by the assignment or endorsement in favour
of the holder of a promissory note made by an affiliate (as such
term is defined in the Business Corporations Act (Ontario), as
amended from time to time, or any successor legislation) for a
principal sum or for a portion of the principal sum equal to the
Redemption Price, or such part thereof as is to be satisfied by the
promissory note, which is payable on demand and which the board of
directors of the Corporation in its discretion has determined has a
value not less than the Redemption Price, or such part thereof as is
to be satisfied by the promissory note of the affiliate, which might
be issued under clause (1) of this subsection (b)(ii).
(iii) PARTIAL REDEMPTION. In case a part only of the then outstanding
First Preferred shares is at any time to be redeemed, the shares so
to be redeemed shall be selected by lot in such manner as the
directors in their discretion shall decide or, if the
1b.
directors so determine, may be redeemed pro rata, disregarding
fractions, and the directors may make such adjustments as may be
necessary to avoid the redemption of fractional parts of shares.
(iv) NOTICE OF REDEMPTION AND RIGHTS OF HOLDERS. The Corporation shall,
at least ten (10) days before the date specified for redemption,
send to each person who at the date of sending is a registered
holder of First Preferred shares to be redeemed a notice in writing
of the intention of the Corporation to redeem such First Preferred
shares, or alternatively, notice may be waived or the time for
sending of the notice may be waived at any time with the consent in
writing of holders of such First Preferred shares to be redeemed.
Notice may be mailed in a prepaid envelope addressed to each such
shareholder at his address as it appears on the records of the
Corporation or its transfer agent, or alternatively, such notice may
be delivered personally to such shareholder; provided, however, that
accidental failure to give any such notice to one or more of such
shareholders shall not affect the validity of the redemption. Such
notice shall set out the Redemption Price and the date of
redemption. If notice of any such redemption be given by the
Corporation or waived in the manner aforesaid and an amount
sufficient to redeem the shares has been paid to the holder of the
First Preferred shares to be redeemed or deposited with any trust
corporation or chartered bank in Canada, on or before the date fixed
for redemption, the holders thereof shall thereafter have no rights
against the Corporation in respect thereof except, upon the
surrender of certificates for such shares, to receive payment
therefor.
(c) CUMULATIVE DIVIDENDS. The holders of the First Preferred shares shall, in
each fiscal year of the Corporation, in preference and priority to any
payment of dividends on any other shares of the Corporation for such year,
be entitled to receive, subject to the provisions of the Business
Corporations Act (Ontario), as amended from time to time, or any successor
legislation, fixed, cumulative cash dividends at the rate equal to the
annual rate established by the Toronto-Dominion Bank from time to time as
a reference rate of interest to determine the interest it will charge for
loans made in Canada in Canadian dollars to its preferred commercial
customers (hereinafter referred to as "Prime") plus one and one quarter
percent (Prime + 1 1/4%) per annum of the Redemption Amount for such
shares payable quarterly on the first day following the last day in the
month of each of March, June, September and December, other than a
Saturday or a Sunday, on which the main branch of The Toronto-Dominion
Bank in Toronto, Ontario is open for business (each an "Established
Dividend Payment Date"). Alternatively, if the directors so determine,
dividends shall be payable on any day (an "Alternate Dividend Payment
Date") following the immediately preceding Established Dividend Payment
Date and before the next Established Dividend Payment Date. An Established
Dividend Payment Date and an Alternate Dividend Payment Date are each
hereinafter referred to as a "Dividend Payment Date". Dividends on the
First Preferred shares shall accrue and be cumulative from the date of
issue of the First Preferred shares. If on any Dividend Payment Date the
dividend payable on such date is not paid in full on all of the First
Preferred shares then issued and outstanding, such dividend or the unpaid
part thereof shall be paid on the first date thereafter on which the
Corporation shall have sufficient moneys properly applicable to the
payment of same. The holders of First Preferred shares shall not be
entitled to any dividend other than or in excess of the cumulative
dividends at the rate hereinbefore provided for.
(d) PURCHASE BY THE CORPORATION. The Corporation shall have the right at its
option at any time and from time to time to purchase the whole or any
part of the First Preferred shares at the lowest price at which, in the
opinion of the directors, such shares are obtainable but not
1c.
at the option of the Corporation be paid and satisfied in the manner
provided for in subsection (b)(ii) hereof.
(e) LIQUIDATION, DISSOLUTION OR WINDING UP. In the event of the liquidation,
dissolution or winding up of the Corporation, whether voluntary or
involuntary, the holders of the First Preferred shares shall be entitled
to receive, before any distribution of any part of the assets of the
Corporation among the holders of any other shares, an amount equal to the
Redemption Price for each issued and outstanding First Preferred share.
(f) NO VOTING RIGHTS; NOTICE OF MEETINGS. The holders of the First Preferred
shares shall not, as such, have any voting rights for the election of
directors or, subject to any voting rights accorded them pursuant to the
provisions of the Business Corporations Act (Ontario), as amended from
time to time, or any successor legislation, for any other purpose, nor
shall they be entitled to attend shareholders' meetings except for the
purpose of exercising any voting rights accorded to them pursuant to the
provisions of the Business Corporations Act (Ontario), as amended from
time to time, or any successor legislation; holders of First Preferred
shares shall, however, be entitled to notice of meetings of shareholders
called for the purpose of authorizing the dissolution of the Corporation
or the sale, lease or exchange of all or substantially all the property of
the Corporation other than in the ordinary course of business.
2.
5. The amendment has been duly authorized as required by Sections 168 & 170 (as
applicable) of the Business Corporations Act.
La modification a ete dument autorisee conformement aux articles 168 et 170
(selon le cas) de la loi sur les societes par actions.
6. The resolution authorizing the amendment was approved by the
shareholders/directors (as applicable) of the corporation on
Les actionnaires ou les administrateurs (selon le cas) de la societe ont
approuve la resolution autorisant la modification le
1998/08/27
- --------------------------------------------------------------------------------
(Year, Month, Day)
(annee, mois, jour)
These articles are signed in duplicate.
Les presents statuts sont signes en double exemplaire.
ROGERS CABLESYSTEMS LIMITED
--------------------------------------
(Name of Corporation)
(Denomination sociale de la societe)
Vice-President, General
Counsel and Secretary
By/Par: /s/ David P. Miller
------------------------------------------
(Signature) (Description of Office)
(Signature) (Fonction)
David P. Miller
1.
ONTARIO CORPORATION NUMBER
NUMERO DE LA SOCIETE EN ONTARIO
1215983
FOR MINISTRY USE ONLY
A L'USAGE EXCLUSIF DU MINISTERE
[LOGO] Ministry of Ministere de
Consumer and la Consommation
Commercial Relations et du Commerce
CERTIFICATE CERTIFICAT
This is to certify that these Ceci certifie que les presents
articles are effective on statuts entrent en vigueur le
AUGUST 12 AOUT, 1999
- -------------------------------------------------------------
/s/ [ILLEGIBLE]
Director/Directeur
Business Corporations Act/Loi sur les societes par actions
- --------------------------------------------------------------------------------
ARTICLES OF AMENDMENT
STATUTS DE MODIFICIATION
Form 3 Business Corporations Act
Formule 3 Loi sur les societes par actions
1. The present name of the corporation is:
Denomination sociale actuelle de la societe:
ROGERS CABLESYSTEMS LIMITED
-----------------------------------------------------------------------------
2. The name of the corporation is changed to (if applicable):
Nouvelle denomination sociale de la societe (s'il y a lieu):
-----------------------------------------------------------------------------
3. Date of incorporation/amalgamation:
Date de la constitution ou de la fusion:
1997/01/01
-----------------------------------------------------------------------------
(Year, Month, Day)
(annee, mois, jour)
4. The articles of the corporation are amended as follows:
Les statuts de la societe sont modifies de la facon suivante:
(a) to increase the authorized capital of the Corporation by creating an
unlimited number of a class of shares to be designated Class B Common shares;
(b) to amend the rights, privileges, restrictions and conditions attaching
to the Class A Common shares and providing that the Class A Common shares and
the Class B Common shares shall have attached thereto the rights, privileges,
restrictions and conditions set out in Exhibit "A" annexed hereto;
(c) to change and reclassify the 4,717 issued and outstanding Second
Preferred shares of the Corporation by changing each issued and outstanding
Second Preferred share into one Class B Common share of the Corporation;
lb
necessary to constitute the Class B Common shares "Excluded Securities" for the
purposes of the:
(A) Amended and Restated Loan Agreement dated as of November 26, 1996 among
Rogers Cablesystems Limited ("RCAB"), a predecessor by amalgamation to
the Corporation, The Toronto-Dominion Bank, as agent, and certain other
parties;
(B) Indenture dated as of August 1, 1992 among RCAB, Rogers Cable T.V. Limited
("RCTV"), a predecessor by amalgamation to the Corporation, Rogers Ottawa
Limited/Limitee ("ROL") and Chemical Bank re US $250,000,000 9 5/8% Senior
Secured Priority Notes due 2002;
(C) Indenture dated as of September 1, 1992 among RCAB, RCTV, ROL and Chemical
Bank re US $200,000,000 10 1/8% Senior Secured Second Priority Debentures
due 2012;
(D) Indenture dated as of January 15, 1994 among RCAB, RCTV, ROL and Chemical
Bank re Cdn. $300,000,000 9.65% Senior Secured Second Priority Debentures
due 2014;
(E) Indenture dated as of March 20, 1995 among RCAB, various Restricted
Subsidiaries and Chemical Bank re US $450,000,000 10% Series B Senior
Secured Second Priority Notes due 2005;
(F) Indenture dated as of November 30, 1995 among RCAB, various Restricted
Subsidiaries and Chemical Bank re US $150,000,000 10% Senior Secured
Second Priority Debentures due 2007;
(G) Indenture dated as of November 30, 1995 among RCAB, various Restricted
Subsidiaries and Chemical Bank re US $125,000,000 Senior Subordinated
Guaranteed Debentures due 2015; and
(H) such other loan agreements, indentures, deeds of trust or other financing
instruments to which the Corporation (or any successor) is from time to
time a party as contain substantially similar provisions as the foregoing
financing instruments related to "Excluded Securities",
(collectively, all such documents, as they may be amended from time to time, are
hereinafter referred to as the "Financing Indentures").
For greater certainty, no distribution of money or property shall be made on, or
in connection with, the Class B Common shares (including, without limitation,
distributions made by the payment of dividends or payments made in connection
with the purchase for cancellation of Class B Common shares or payments made
on the liquidation, dissolution, or winding up of the Corporation) unless such a
distribution is permitted to be made on or by means of Excluded Securities under
the provisions of the Financing Indentures. Any promissory notes issued to
satisfy any dividend, purchase for cancellation or other distribution amount
made in respect of any of the Class B Common shares shall, notwithstanding
anything to the contrary contained herein, be deemed to include and incorporate
by reference such provisions (including, without limitation, the subordination
provisions) as are necessary to constitute such promissory notes Excluded
Securities for the purposes of the Financing-Indentures. Until all indebtedness
under the Financing Indentures has been fully paid or the payment thereof has
been duly provided for, such promissory note shall not be assignable or
negotiable
lc
by the holder except to the extent and in the manner contemplated by the
applicable provisions contained in the Financing Indentures relating to Excluded
Securities.
2
(d) to declare that after giving effect to the foregoing, the amount of the
stated capital account of the Class B Common shares shall be equal to the amount
of the stated capital account of the Second Preferred shares immediately prior
to giving effect to the foregoing and the amount of the stated capital account
of the Second Preferred shares of the Corporation shall be $0.00;
(e) to reduce the authorized capital of the Corporation by deleting and
cancelling the authorized and unissued Second Preferred shares of the
Corporation and by deleting the rights, privileges, restrictions, and conditions
attaching thereto;
(f) by declaring that, after giving effect to the foregoing, the Corporation is
authorized to issue an unlimited number of First Preferred shares, an unlimited
number of Third Preferred shares, an unlimited number of Class A Common shares,
an unlimited number of Class B Common shares and 100,000,000 Class B Preferred
shares.
5. The amendment has been duly authorized as required by Sections 168 & 170 (as
applicable) of the Business Corporations Act.
La modification a ete dument autorisee conformement aux articles 168 et 170
(selon le cas) de la Loi sur les societes par actions.
6. The resolution authorizing the amendment was approved by the
shareholders/directors (as applicable) of the corporation on
La actionnaires ou les administrateurs (selon le cas) de la societe on approuve
la resolution autorisant la modification le
1999/08/12
- -------------------------------------------------------------------------------
(Year, Month, Day)
(annee, mois, jour)
These articles are signed in duplicate.
Les presents statuts sont signes en double exemplaire.
ROGERS CABLESYSTEMS LIMITED
------------------------------------
(Name of Corporation)
(Denomination sociale de la societe)
By/Par: /s/ M. Lorraine Daly
--------------------------------------
(Signature) (Description of Office)
(Signature) (Fonction)
M. Lorraine Daly - Vice-President, Treasurer
1.
Ontario Corporation Number
Numero de la Societe en Ontario
1215983
FOR MINISTRY USE ONLY
A L'USAGE EXCLUSIF DU MINISTERE
[LOGO] Ministry of Ministere de
Consumer and la Consommation
Commercial Relations et du Commerce
CERTIFICATE CERTIFICAT
This is to certify that these Caci certifie que les presents
articles are effective on status entrant en vigueur le
DECEMBER 31 DECEMBRE 1999
- -------------------------------------------------------------
/s/ [ILLEGIBLE]
Director/Directeur
Business Corporations Act/Loi sur les societes par actions
- --------------------------------------------------------------------------------
ARTICLES OF AMENDMENT
STATUTS DE MODIFICATION
Form 3 Business Corporations Act
Formule 3 Loi sur les societes par actions
1. The present name of the corporation is:
Denomination sociale actuelle de la societe:
ROGERS CABLESYSTEMS LIMITED
-----------------------------------------------------------------------------
2. The name of the corporation is changed to (if applicable):
Nouvelle denomination sociale de la societe (s'il y a lieu):
ROGERS CABLE INC.
-----------------------------------------------------------------------------
3. Date of incorporation/amalgamation:
Date de la constitution ou de la fusion:
1997/01/01
-----------------------------------------------------------------------------
(Year, Month, Day)
(annee, mois, jour)
4. The articles of the corporation are amended as follows:
Les statuts de la societe sont modifies de la facon sulvante:
To change the name of the Corporation to ROGERS CABLE INC.
2.
5. The amendment has been duly authorized as required by Sections 168 & 170 (as
applicable) of the Business Corporations Act.
La modification a ete dument autorisee conformement aux article 168 at 170
(selon le cas) de la Loi sur les societes par actions.
6. The resolution authorizing the amendment was approved by the
shareholders/directors (as applicable) of the corporation on
La actionnaires ou les administrateurs (selon le cas) de la societe on approuve
la resolution autorisant la modification le
1999/12/15
- --------------------------------------------------------------------------------
(Year, Month, Day)
(annee, mois, jour)
These articles are signed in duplicate.
Les presents statuts sont signes en double exemplaire.
ROGERS CABLESYSTEMS LIMITED
------------------------------------
(Name of Corporation)
(Denomination sociale de la societe)
By/Par: /s/ David P. Miller
------------------------------------------------
(Signature) (Description of Office)
(Signature) (Fonction)
Name: DAVID P. MILLER
Title: VICE-PRES., GENERAL COUNSEL AND SECRETARY
By/Par: /s/ Daphne Evans
------------------------------------------------
Name: DAPHNE EVANS
Title: ASST. SECRETARY
1.
Ontario Corporation Number
Numero de la societe en Ontario
1215983
FOR MINISTRY USE ONLY
A L'USAGE EXCLUSIF DU MINISTERE
[LOGO] Ministry of Ministere de
Consumer and la Consommation
Commercial Relations et du Commerce
CERTIFICATE CERTIFICAT
This is to certify that these Caci certifie que les presents
articles are effective on statuts entrent en vigueur le
MARCH 03 MARS, 2000
- -------------------------------------------------------------
/s/ [Illegible]
Director/Directeur
Business Corporations Act/Loi sur les societes par actions
- --------------------------------------------------------------------------------
ARTICLES OF AMENDMENT
STATUTS DE MODIFICIATION
Form 3 Business Corporations Act
Formule 3 Loi sur les societes par actions
1. The present name of the corporation is:
Denomination sociale actuelle de la societe:
ROGERS CABLE INC.
-----------------------------------------------------------------------------
2. The name of the corporation is changed to (if applicable):
Nouvelle denomination sociale de la societe (s'il y a lieu):
-----------------------------------------------------------------------------
3. Date of incorporation/amalgamation:
Date de la constitution ou de la fusion:
1997/01/01
-----------------------------------------------------------------------------
(Year, Month, Day)
(annee, mois, jour)
4. The articles of the corporation are amended as follows:
Les statuts de la societe sont modifies de la facon suivante:
(a) to increase the authorized capital of the Corporation by creating an
unlimited number of a class of shares to be designated Fourth Preferred
shares;
(b) by providing that the Fourth Preferred shares shall have attached
thereto the rights, privileges, restrictions and conditions set out in
Exhibit "A" annexed hereto; and
(c) by declaring that, after giving effect to the foregoing, the
Corporation is authorized to issue an unlimited number of Class A Common
shares, an unlimited number of Class B Common shares, an unlimited number of
First Preferred shares, an unlimited number of Third Preferred shares and an
unlimited number of Fourth Preferred shares.
la.
EXHIBIT "A"
FOURTH PREFERRED SHARES
The Fourth Preferred shares shall have attached thereto, as a class, the
following rights, privileges, restrictions and conditions:
(a) RANKING. The Fourth Preferred shares shall rank, with respect to both
dividends and return of capital in the event of liquidation, dissolution
or winding up of the Corporation, junior to the First Preferred shares and
the Third Preferred shares and in priority to all other shares of the
Corporation, including without limitation, the Class A Common and Class B
Common shares, but shall not confer any further right to participate in
the profits or assets of the Corporation. The rights, privileges,
restrictions and conditions attaching to the Fourth Preferred shares shall
be deemed to include and incorporate by reference such provisions
(including, without limitation, the subordination provisions) as are
necessary to constitute the Fourth Preferred shares "Excluded Securities"
for the purposes of the:
(A) Amended and Restated Loan Agreement dated as of November 26, 1996
among Rogers Cablesystems Limited ("RCAB"), a predecessor by
amalgamation to the Corporation, The Toronto-Dominion Bank, as
agent, and certain other parties, as amended,
(B) Indenture dated as of August 1, 1992 among RCAB, Rogers Cable T.V.
Limited ("RCTV"), a predecessor by amalgamation to the
Corporation, Rogers Ottawa Limited/Limitee ("ROL") and Chemical Bank
re US $250,000,000 9 5/8% Senior Secured Priority Notes due 2002;
(C) Indenture dated as of September 1, 1992 among RCAB, RCTV, ROL and
Chemical Bank re US $200,000,000 10 1/8% Senior Secured Second
Priority Debentures due 2012;
(D) Indenture dated as of January 15, 1994 among RCAB, RCTV, ROL and
Chemical Bank re Cdn. $300,000,000 9.65% Senior Secured Second
Priority Debentures due 2014;
(E) Indenture dated as of March 20, 1995 among RCAB, various Restricted
Subsidiaries and Chemical Bank re US $450,000,000 10% Series B
Senior Secured Second Priority Notes due 2005;
(F) Indenture dated as of November 30, 1995 among RCAB, various
Restricted Subsidiaries and Chemical Bank re US $150,000,000 10%
Senior Secured Second Priority Debentures due 2007;
(G) Indenture dated as of November 30, 1995 among RCAB, various
Restricted Subsidiaries and Chemical Bank re US $125,000,000 Senior
Subordinated Guaranteed Debentures due 2015; and
(H) such other loan agreements, indentures, deeds of trust or other
financing instruments to which the Corporation (or any successor) is
from time to time a party as contain substantially similar
provisions as the foregoing financing instruments related to
"Excluded Securities",
1b.
-2-
(collectively, all such documents, as they may be amended from time to
time, are hereinafter referred to as the "Financing Indentures").
For greater certainty, no distribution of money or property shall be made
on, or in connection with, the Fourth Preferred shares (including,
without limitation, distributions made by the payment of dividends or
payments made in connection with the purchase for cancellation of Fourth
Preferred shares or payments made on the liquidation, dissolution, or
winding up of the Corporation) unless such a distribution is permitted to
be made on or by means of Excluded Securities under the provisions of the
Financing Indentures. Any promissory notes issued to satisfy any
dividend, purchase for cancellation or other distribution amount made in
respect of any of the Fourth Preferred shares shall, notwithstanding
anything to the contrary contained herein, be deemed to include and
incorporate by reference such provisions (including, without limitation,
the subordination provisions) as are necessary to constitute such
promissory notes Excluded Securities for the purposes of the Financing
Indentures. Until all indebtedness under the Financing Indentures has
been fully paid or the payment thereof has been duly provided for, such
promissory note shall not be assignable or negotiable by the holder
except to the extent and the manner contemplated by the applicable
provisions contained in the Financing Indentures relating to Excluded
Securities.
(b) REDEMPTION PRIVILEGE.
(i) REDEMPTION RIGHT. Subject to the provisions of the Business
Corporations Act (Ontario), as amended from time to time, or any
successor legislation, the Corporation may, upon giving notice or upon
notice being waived as hereinafter provided, redeem the whole or any
part of the Fourth Preferred shares on payment for each such share to
be redeemed of the amount of One Thousand Dollars ($1,000) (the
"Redemption Price").
(ii) PAYMENT OF REDEMPTION PRICE BY PROMISSORY NOTE. The Redemption Price
may, at the option of the Corporation, be paid and satisfied in whole
or in part: (1) by the issuance to the holder by the Corporation of a
promissory note for a principal sum equal to the Redemption Price, or
such part thereof as is to be satisfied by the promissory note, which,
subject to section (a) above, is payable on demand, provides for
interest on the unpaid balance at a rate equal to the annual rate
established by the Toronto-Dominion Bank at its head office in Toronto,
Ontario from time to time as being its reference rate of interest used
by it to determine the rates of interest it will charge for loans made
in Canada in Canadian dollars to its preferred commercial customers
(hereinafter referred to as "Prime"), plus two percent (2%) per annum,
calculated and payable monthly in arrears on the last date of each
month, provided that the balance of any interest accrued and unpaid to
the date on which the principal amount is paid shall be due and payable
on such date and that any interest not paid on its due date shall
itself bear interest at the above rate, compounded monthly and, subject
to section (a) above, entitles the Corporation to prepay the whole or
any part of the unpaid principal under such promissory note, upon
payment of interest accrued on the unpaid principal balance to the date
of payment; or (2) by the assignment or endorsement in favour of the
holder of a promissory note made by an affiliate (as such term is
defined in the Business Corporations Act (Ontario), as amended from
time to time, or any successor legislation) for a principal sum or for
a portion or the principal sum equal to the Redemption Price, or such
part thereof as is to be satisfied by the promissory note, which is
payable on demand and which the board of directors of the Corporation
in its discretion has determined has a value not less than the
lc.
-3-
Redemption Price, or such part thereof as is to be satisfied by the
promissory note of the affiliate, which might be issued under clause (1)
of this subsection (b)(ii).
(iii) PARTIAL REDEMPTION. In case a part only of the then outstanding Fourth
Preferred shares is at any time to be redeemed, the shares so to be
redeemed shall be selected in such manner as the directors in their
discretion shall decide and need not be redeemed pro rata or selected by
lot and the directors may make such adjustments as may be necessary to
avoid the redemption of fractional parts of shares.
(iv) NOTICE OF REDEMPTION AND RIGHTS OF HOLDERS. The Corporation shall, at
least one (1) day before the date specified for redemption, send to each
person who at the date of sending is a registered holder of Fourth
Preferred shares to be redeemed a notice in writing of the intention of
the Corporation to redeem such Fourth Preferred shares, or alternatively,
notice may be waived or the time for sending of the notice may be waived
at any time with the consent in writing of holders of such Fourth
Preferred shares to be redeemed. Notice may be mailed in a prepaid
envelope addressed to each such shareholder at his address as it appears
on the records of the Corporation or its transfer agent, or
alternatively, such notice may be delivered personally to such
shareholder; provided, however, that accidental failure to give any such
notice to one or more of such shareholders shall not affect the validity
of the redemption. Such notice shall set out the Redemption Price and the
date of redemption. If notice of any such redemption be given by the
Corporation or waived in the manner aforesaid and an amount sufficient to
redeem the shares has been paid (whether in cash or by promissory note,
as above provided) to the holder of the Fourth Preferred shares to be
redeemed or deposited with any trust corporation or chartered bank in
Canada, on or before the date fixed for redemption, the holder thereof
shall thereafter have no rights against the Corporation in respect
thereof except, upon the surrender of certificates for such shares, to
receive payment therefor and except to receive any dividends declared and
payable on or before the redemption date but unpaid. If the Fourth
Preferred shares are redeemed on the redemption date then from and after
the redemption date such shares shall cease to be entitled to dividends,
(except for any dividends declared and payable on or before the
redemption date, but unpaid) and the holders thereof shall not be
entitled to exercise any of the rights of holders of Fourth Preferred
shares in respect thereof unless payment of the Redemption Price is not
made on the redemption date, in which event the rights of the holders of
the said shares shall remain unaffected.
(c) RETRACTION PRIVILEGE. The holders of Fourth Preferred shares shall be
entitled to require the Corporation to redeem at any time and from time to
time all or any of the Fourth Preferred shares registered in the name of
such holder on the books of the Corporation by tendering to the Corporation
at its head office a share certificate representing the Fourth Preferred
shares which the registered holder desires to have the Corporation redeem
together with a request in writing specifying: (i) that the registered
holder desires to have the Fourth Preferred shares represented by such
certificate redeemed by the Corporation and (ii) the business day (in this
paragraph referred to as the "redemption date") on which the holder desires
to have the Corporation redeem such Fourth Preferred shares. Requests in
writing shall specify a redemption date which shall be not less than ten
(10) days after the day on which the request in writing is given to the
Corporation, unless the Corporation consents in writing to an earlier
redemption date. The holders of any Fourth Preferred shares may, with the
consent of the Corporation, revoke such request prior to the redemption
date. Upon receipt of a share certificate representing the Fourth Preferred
shares which the registered holder desires to have the Corporation redeem
together with
1d.
-4-
such a request, the Corporation shall on the redemption date, to the extent
permitted by applicable law, redeem such Fourth Preferred shares by paying
to such registered holder an amount equal to the Redemption Price, as
hereinbefore defined. The Redemption Price may, at the option of the
Corporation be paid and satisfied in whole or in part in the manner
described in subsection (b) (ii) above. If an amount sufficient to redeem
the Fourth Preferred shares to be redeemed has been paid to the holders of
such shares (whether in cash or by promissory note, as above provided) or
deposited with any trust corporation or chartered bank in Canada, on or
before the date fixed for redemption, the holder thereof shall thereafter
have no rights against the Corporation in respect thereof except, upon the
surrender of certificates for such shares, to receive payment therefor and
except to receive any dividends declared and payable on or before the
redemption date but unpaid. If the Fourth Preferred shares are redeemed on
the redemption date then from and after the redemption date such shares
shall cease to be entitled to dividends, (except for any dividends declared
and payable on or before the redemption date, but unpaid) and the holders
thereof shall not be entitled to exercise any of the rights of holders of
Fourth Preferred shares in respect thereof unless payment of the Redemption
Price is not made on the redemption date, in which event the rights of the
holders of the said shares shall remain unaffected.
(d) NON-CUMULATIVE DIVIDENDS. The holders of the Fourth Preferred shares
shall, in each fiscal year of the Corporation, subject to section (a)
hereof and to the payment of all accrued dividends on the First Preferred
shares and the Third Preferred shares, but always in preference and
priority to any payment of dividends on any other shares of the Corporation
for such year, including without limitation, the Class A Common and Class B
Common shares, be entitled to receive, as and when declared by the
directors, out of the monies of the Corporation properly applicable to the
payment of dividends, fixed preferential non-cumulative cash dividends at
the rate of nine and sixty-five one hundredths percent (9.65%) per annum of
the Redemption Price for such shares. The directors shall be entitled from
time to time to declare part of the preferential non-cumulative cash
dividend for any fiscal year notwithstanding that such dividend for such
fiscal year shall not be declared in full. If in any fiscal year of the
Corporation the directors in their discretion shall not declare the said
dividend or any part thereof on the Fourth Preferred shares for such fiscal
year then the rights of the holders of the Fourth Preferred shares to such
dividend or undeclared part thereof for such fiscal year shall be forever
extinguished. The registered holders of Fourth Preferred shares shall not
be entitled to any dividends other than or in excess of the preferential
non-cumulative cash dividends hereinbefore provided for. No dividends shall
be declared and paid or set aside for payment on any shares of any other
class of the Corporation ranking junior to the Fourth Preferred shares in
any fiscal year, unless the fixed preferential non-cumulative cash dividend
for such fiscal year on all Fourth Preferred shares then outstanding has
been declared and paid or set aside for payment. If in any fiscal year,
after the fixed preferential non-cumulative cash dividends on the Fourth
Preferred shares shall have been declared and paid or set aside for
payment, there shall remain any profits or surplus available for dividends,
such profits or surplus or any part thereof may, in the discretion of the
directors, be applied to dividends on any shares of any other class of the
Corporation ranking junior to the Fourth Preferred shares. If the
Redemption Price is increased or decreased pursuant to section (h) hereof
above at any time after any dividends have been declared and paid or set
aside for payment on the Fourth Preferred shares, the dividend rate
applicable during the period prior to such increase or decrease in the
Redemption Price in respect of which the dividends were paid or set aside
for payment shall be deemed decreased or increased accordingly, and neither
a registered holder of Fourth Preferred shares nor the Corporation shall
have a claim against the other for either under or overpayment of dividends
resulting from an increase or decrease in the Redemption Price.
1e.
-5-
(e) PURCHASE BY THE CORPORATION. The Corporation shall have the right at its
option at any time and from time to time to purchase the whole or any part
of the Fourth Preferred shares at the lowest price at which, in the
opinion of the directors, such shares are obtainable but not exceeding the
Redemption Price thereof (the "Purchase Price"). The Purchase Price may,
at the option of the Corporation be paid and satisfied in the manner
provided for in subsection (b)(ii) hereof, subject to the provisions of
section (a) hereof.
(f) LIQUIDATION, DISSOLUTION OR WINDING UP. In the event of the liquidation,
dissolution or winding up of the Corporation, whether voluntary or
involuntary, the holders of the Fourth Preferred shares shall be entitled
to receive, subject to section (a) hereof, and after the holders of First
preferred shares and Third Preferred shares shall have received such
amounts as they are entitled to receive in the event of the liquidation,
dissolution or winding up of the Corporation, but before any distribution
of any part of the assets of the Corporation among the holders of any
other shares of the Corporation, including without limitation the Class A
Common and Class B Common shares, an amount equal to the Redemption Price
for each issued and outstanding Fourth Preferred share plus an amount
equal to all dividends declared thereon and unpaid.
(g) NO VOTING RIGHTS; NOTICE OF MEETINGS. The holders of the Fourth Preferred
shares shall not, as such, have any voting rights for the election of
directors or, subject to any voting rights accorded them pursuant to the
provisions of the Business Corporations Act (Ontario), as the same may
from time to time be amended or any successor legislation, for any other
purpose, nor shall they be entitled to attend shareholders' meetings
except for the purpose of exercising any voting rights accorded to them
pursuant to the provisions of the Business Corporations Act (Ontario), as
amended from time to time, or any successor legislation; holders of the
Fourth Preferred shares shall, however, be entitled to notice of any
meeting of shareholders called for the purpose of authorizing the
dissolution of the Corporation or the sale, lease or exchange of all or
substantially all of the property of the Corporation other than in the
ordinary course of business.
(h) PRICE ADJUSTMENT. If at any time when any Fourth Preferred shares are
issued and outstanding either: (a) Canada Customs and Revenue Agency
determines and all of the holders of the issued and outstanding Fourth
Preferred shares concur in such determination; or (b) the Corporation and
the holders of the Fourth Preferred shares determine, that the aggregate
fair market value of all property transferred or sold to the Corporation
in exchange for Fourth Preferred shares (the "Acquired Property") is
greater or less than the aggregate of the Redemption Price of all Fourth
Preferred shares issued in connection with the acquisition of the Acquired
Property, then the resultant deficiency or excess in the aggregate of the
Redemption Price of all Fourth Preferred shares issued in connection with
the acquisition of the Acquired Property shall be divided by the aggregate
number of Fourth Preferred shares issued in connection with the
acquisition of the Acquired Property and the Redemption Price shall be
increased or decreased accordingly.
2.
5. The amendment has been duly authorized as required by Sections 168 & 170 (as
applicable) of the Business Corporations Act.
La modification a ete dument autorisee conformement aux articles 168 et 170
(selon le cas) de la Loi sur les societes par actions.
6. The resolution authorizing the amendment was approved by the
shareholders/directors (as applicable) of the coporation on
La actionnaires ou les administrateurs (selon le cas) de la societe on
approuve la resolution autorisant la modification le
2000/03/01
-----------------------------------------------------------------------------
(Year, Month, Day)
(annee, mois, jour)
These articles are signed in duplicate.
Les presents statuts sont signes en double exemplaire.
ROGERS CABLE INC.
----------------------------------------
(Name of Corporation)
(Denomination sociale de la societe)
M. LORRAINE DALY
By/Par: /s/ M. Lorraine Daly VICE PRESIDENT, TREASURER
--------------------------------------------------
(Signature) (Description of Office)
(Signature) (Fonction)
By/Par: /s/ Alan D. Horn VICE PRESIDENT
--------------------------------------------
Alan D. Horn
1.
ONTARIO CORPORATION NUMBER
NUMERO DE LA SOCIETE EN ONTARIO
1215983
FOR MINISTRY USE ONLY
A L'USAGE EXCLUSIF DU MINISTERE
[LOGO] Ministry of Ministere de
Consumer and la Consommation
Commercial Relations et du Commerce
CERTIFICATE CERTIFICAT
This is to certify that these Ceci certifie que les presents
articles are effective on statuts entrent en vigueur le
MARCH 15 MARS, 2000
- -------------------------------------------------------------
/s/ [ILLEGIBLE]
Director/Directeur
Business Corporations Act/Loi sur les societes par actions
- --------------------------------------------------------------------------------
ARTICLES OF AMENDMENT
STATUTS DE MODIFICATION
Form 3 Business Corporations Act
Formule 3 Loi sur les societes par actions
1. The present name of the corporation is:
Denomination sociale actuelle de la societe:
ROGERS CABLE INC.
-----------------------------------------------------------------------------
2. The name of the corporation is changed to (if applicable):
Nouvelle denomination sociale de la societe (s'il y a lieu):
-----------------------------------------------------------------------------
3. Date of incorporation/amalgamation:
Date de la constitution ou de la fusion:
1997/01/01
-----------------------------------------------------------------------------
(Year, Month, Day)
(annee, mois, jour)
4. The articles of the corporation are amended as follows:
Les statuts de la societe sont modifies de la facon suivante:
(a) to increase the authorized capital of the Corporation by creating an
unlimited number of a class of shares to be designated Fifth Preferred shares;
(b) by providing that the Fifth Preferred shares shall have attached thereto
the rights, privileges, restrictions and conditions set out in Exhibit "A"
annexed hereto; and
(c) by declaring that, after giving effect to the foregoing, the Corporation
is authorized to issue an unlimited number of Class A Common shares, an
unlimited number of Class B Common shares, an unlimited number of First
Preferred shares, an unlimited number of Third Preferred shares, an unlimited
number of Fourth Preferred shares, an unlimited number of Fifth Preferred
shares and 100,000,000 Class B Preferred shares.
1a.
EXHIBIT "A"
FIFTH PREFERRED SHARES
The Fifth Preferred shares shall have attached thereto, as a class, the
following rights, privileges, restrictions and conditions:
(a) RANKING. The Fifth Preferred shares shall rank, with respect to both
dividends and return of capital in the event of liquidation, dissolution
or winding up of the Corporation, junior to the First Preferred shares,
the Third Preferred shares and the Fourth Preferred shares and in priority
to all other shares of the Corporation, including without limitation, the
Class A Common and Class B Common shares, but shall not confer any further
right to participate in the profits or assets of the Corporation. The
rights, privileges, restrictions and conditions attaching to the Fifth
Preferred shares shall be deemed to include and incorporate by reference
such provisions (including, without limitation, the subordination
provisions) as are necessary to constitute the Fifth Preferred shares
"Excluded Securities" for the purposes of the:
(A) Amended and Restated Loan Agreement dated as of November 26, 1996
among Rogers Cablesystems Limited ("RCAB"), a predecessor by
amalgamation to the Corporation, The Toronto-Dominion Bank, as
agent, and certain other parties, as amended;
(B) Indenture dated as of August 1, 1992 among RCAB, Rogers Cable T.V.
Limited ("RCTV"), a predecessor by amalgamation to the Corporation,
Rogers Ottawa Limited/Limitee ("ROL") and Chemical Bank re US
$250,000,000 9 5/8% Senior Secured Priority Notes due 2002;
(C) Indenture dated as of September 1, 1992 among RCAB, RCTV, ROL and
Chemical Bank re US $200,000,000 10 1/8% Senior Secured Second
Priority Debentures due 2012;
(D) Indenture dated as of January 15, 1994 among RCAB, RCTV, ROL and
Chemical Bank re Cdn. $300,000,000 9.65% Senior Secured Second
Priority Debentures due 2014;
(E) Indenture dated as of March 20, 1995 among RCAB, various Restricted
Subsidiaries and Chemical Bank re US $450,000,000 10% Series B
Senior Secured Second Priority Notes due 2005;
(F) Indenture dated as of November 30, 1995 among RCAB, various
Restricted Subsidiaries and Chemical Bank re US $150,000,000 10%
Senior Secured Second Priority Debentures due 2007;
(G) Indenture dated as of November 30, 1995 among RCAB, various
Restricted Subsidiaries and Chemical Bank re US $125,000,000 Senior
Subordinated Guaranteed Debentures due 2015; and
(H) such other loan agreements, indentures, deeds of trust or other
financing instruments to which the Corporation (or any successor) is
from time to time a party as contain substantially similar
provisions as the foregoing financing instruments related to
"Excluded Securities",
1b.
(collectively, all such documents, as they may be amended from time
to time, are hereinafter referred to as the "Financing Indentures").
For greater certainty, no distribution of money or property shall be
made on, or in connection with, the Fifth Preferred shares
(including, without limitation, distributions made by the payment of
dividends or payments made in connection with the purchase for
cancellation of Fourth Preferred shares or payments made on the
liquidation, dissolution, or winding up of the Corporation) unless
such a distribution is permitted to be made on or by means of
Excluded Securities under the provisions of the Financing
Indentures. Any promissory notes issued to satisfy any dividend,
purchase for cancellation or other distribution amount made in
respect of any of the Fifth Preferred shares shall, notwithstanding
anything to the contrary contained herein, be deemed to include and
incorporate by reference such provisions (including, without
limitation, the subordination provisions) as are necessary to
constitute such promissory notes Excluded Securities for the
purposes of the Financing Indentures. Until all indebtedness under
the Financing Indentures has been fully paid or the payment thereof
has been duly provided for, such promissory note shall not be
assignable or negotiable by the holder except to the extent and in
the manner contemplated by the applicable provisions contained in
the Financing Indentures relating to Excluded Securities.
(b) REDEMPTION PRIVILEGE.
(i) REDEMPTION RIGHT. Subject to the provisions of the Business
Corporations Act (Ontario), as amended from time to time, or any
successor legislation, the Corporation may, upon giving notice or
upon notice being waived as hereinafter provided, redeem the whole
or any part of the Fifth Preferred shares on payment for each such
share to be redeemed of the amount of One Thousand Dollars ($1,000)
(the "Redemption Price").
(ii) PAYMENT OF REDEMPTION PRICE BY PROMISSORY NOTE. The Redemption Price
may, at the option of the Corporation, be paid and satisfied in
whole or in part: (1) by the issuance to the holder by the
Corporation of a promissory note for a principal sum equal to the
Redemption Price, or such part thereof as is to be satisfied by the
promissory note, which, subject to section (a) above, is payable on
demand, provides for interest on the unpaid balance at a rate equal
to the annual rate established by The Toronto-Dominion Bank at its
head office in Toronto, Ontario from time to time as being its
reference rate of interest used by it to determine the rates of
interest it will charge for loans made in Canada in Canadian dollars
to its preferred commercial customers (hereinafter referred to as
"Prime"), plus two percent (2%) per annum, calculated and payable
monthly in arrears on the last date of each month, provided that the
balance of any interest accrued and unpaid to the date on which the
principal amount is paid shall be due and payable on such date and
that any interest not paid on its due date shall itself bear
interest at the above rate, compounded monthly and, subject to
section (a) above, entitles the Corporation to prepay the whole or
any part of the unpaid principal under such promissory note, upon
payment of interest accrued on the unpaid principal balance to the
date of payment; or (2) by the assignment or endorsement in favour
of the holder of a promissory note made by an affiliate (as such
term is defined in the Business Corporations Act (Ontario), as
amended from time to time, or any successor legislation) for a
principal sum or for a portion of the principal sum equal to the
Redemption Price, or such part thereof as is to be satisfied by the
promissory note, which is payable on demand and which the board of
directors of the Corporation in its discretion has determined has a
value not less than the
1c.
-3-
Redemption Price, or such part thereof as is to be satisfied by the
promissory note of the affiliate, which might be issued under clause
(1) of this subsection (b)(ii).
(iii) PARTIAL REDEMPTION. In case a part only of the then outstanding
Fifth Preferred shares is at any time to be redeemed, the shares so
to be redeemed shall be selected in such manner as the directors in
their discretion shall decide and need not be redeemed pro rata or
selected by lot and the directors may make such adjustments as may
be necessary to avoid the redemption of fractional parts of shares.
(iv) NOTICE OF REDEMPTION AND RIGHTS OF HOLDERS. The Corporation shall,
at least one (1) day before the date specified for redemption, send
to each person who at the date of sending is a registered holder of
Fifth Preferred shares to be redeemed a notice in writing of the
intention of the Corporation to redeem such Fifth Preferred shares,
or alternatively, notice may be waived or the time for sending of
the notice may be waived at any time with the consent in writing of
holders of such Fifth Preferred shares to be redeemed. Notice may be
mailed in a prepaid envelope addressed to each such shareholder at
his address as it appears on the records of the Corporation or its
transfer agent, or alternatively, such notice may be delivered
personally to such shareholder; provided, however, that accidental
failure to give any such notice to one or more of such shareholders
shall not affect the validity of the redemption. Such notice shall
set out the Redemption Price and the date of redemption. If notice
of any such redemption be given by the Corporation or waived in the
manner aforesaid and an amount sufficient to redeem the shares has
been paid (whether in cash or by promissory note, as above provided)
to the holder of the Fifth Preferred shares to be redeemed or
deposited with any trust corporation or chartered bank in Canada, on
or before the date fixed for redemption, the holder thereof shall
thereafter have no rights against the Corporation in respect thereof
except, upon the surrender of certificates for such shares, to
receive payment therefor and except to receive any dividends
declared and payable on or before the redemption date but unpaid. If
the Fifth Preferred shares are redeemed on the redemption date then
from and after the redemption date such shares shall cease to be
entitled to dividends, (except for any dividends declared and
payable on or before the redemption date, but unpaid) and the
holders thereof shall not be entitled to exercise any of the rights
of holders of Fifth Preferred shares in respect thereof unless
payment of the Redemption Price is not made on the redemption date,
in which event the rights of the holders of the said shares shall
remain unaffected.
(c) NON-CUMULATIVE DIVIDENDS. The holders of the Fifth Preferred shares shall,
in each fiscal year of the Corporation, subject to section (a) hereof and
to the payment of all accrued dividends on the First Preferred shares, the
Third Preferred shares and the Fourth Preferred shares, but always in
preference and priority to any payment of dividends on any other shares of
the Corporation for such year, including without limitation, the Class A
Common and Class B Common shares, be entitled to receive, as and when
declared by the directors, out of the monies of the Corporation properly
applicable to the payment of dividends, fixed preferential non-cumulative
cash dividends at the rate of nine and seven tenths percent (9.70%) per
annum of the Redemption Price for such shares. The directors shall be
entitled from time to time to declare part of the preferential
non-cumulative cash dividend for any fiscal year notwithstanding that such
dividend for such fiscal year shall not be declared in full. If in any
fiscal year of the Corporation the directors in their discretion shall not
declare the said dividend or any part thereof on the Fifth Preferred
shares for such fiscal year then the rights of the holders of the Fifth
Preferred shares to such dividend or undeclared part thereof for such
fiscal year shall be forever extinguished. The registered holders of Fifth
Preferred shares shall not be entitled to any dividends other than or in
excess of the preferential non-cumulative cash dividends hereinbefore
provided
1d.
-4-
for. No dividends shall be declared and paid or set aside for payment on
any shares of any other class of the Corporation ranking junior to the
Fifth Preferred shares in any fiscal year, unless the fixed preferential
non-cumulative cash dividend for such fiscal year on all Fifth Preferred
shares then outstanding has been declared and paid or set aside for
payment. If in any fiscal year, after the fixed preferential
non-cumulative cash dividends on the Fifth Preferred shares shall have
been declared and paid or set aside for payment, there shall remain any
profits or surplus available for dividends, such profits or surplus or any
part thereof may, in the discretion of the directors, be applied to
dividends on any shares of any other class of the Corporation ranking
junior to the Fifth Preferred shares. If the Redemption Price is increased
or decreased pursuant to section (g) hereof above at any time after any
dividends have been declared and paid or set aside for payment on the
Fifth Preferred shares, the dividend rate applicable during the period
prior to such increase or decrease in the Redemption Price in respect of
which the dividends were paid or set aside for payment shall be deemed
decreased or increased accordingly, and neither a registered holder of
Fifth Preferred shares nor the Corporation shall have a claim against the
other for either under or overpayment of dividends resulting from an
increase or decrease in the Redemption Price.
(d) PURCHASE BY THE CORPORATION. The Corporation shall have the right at its
option at any time and from time to time to purchase the whole or any part
of the Fifth Preferred shares at the lowest price at which, in the opinion
of the directors, such shares are obtainable but not exceeding the
Redemption Price thereof (the "Purchase Price"). The Purchase Price may,
at the option of the Corporation be paid and satisfied in the manner
provided for in subsection (b)(ii) hereof, subject to the provisions of
section (a) hereof.
(e) LIQUIDATION, DISSOLUTION OR WINDING UP. In the event of the liquidation,
dissolution or winding up of the Corporation, whether voluntary or
involuntary, the holders of the Fifth Preferred shares shall be entitled
to receive, subject to section (a) hereof, and after the holders of First
Preferred shares, Third Preferred shares and Fourth Preferred shares shall
have received such amounts as they are entitled to receive in the event of
the liquidation, dissolution or winding up of the Corporation, but before
any distribution of any part of the assets of the Corporation among the
holders of any other shares of the Corporation, including without
limitation the Class A Common and Class B Common shares, an amount equal
to the Redemption Price for each issued and outstanding Fifth Preferred
share plus an amount equal to all dividends declared thereon and unpaid.
(f) NO VOTING RIGHTS; NOTICE OF MEETINGS. The holders of the Fifth Preferred
shares shall not, as such, have any voting rights for the election of
directors or, subject to any voting rights accorded them pursuant to the
provisions of the Business Corporations Act (Ontario), as the same may
from time to time be amended or any successor legislation, for any other
purpose, nor shall they be entitled to attend shareholders' meetings
except for the purpose of exercising any voting rights accorded to them
pursuant to the provisions of the Business Corporations Act (Ontario), as
amended from time to time, or any successor legislation; holders of the
Fifth Preferred shares shall, however, be entitled to notice of any
meeting of shareholders called for the purpose of authorizing the
dissolution of the Corporation or the sale, lease or exchange of all or
substantially all of the property of the Corporation other than in the
ordinary course of business.
(g) PRICE ADJUSTMENT. If at any time when any Fifth Preferred shares are
issued and outstanding either: (a) Canada Customs and Revenue Agency
determines and all of the holders of the issued and outstanding Fifth
Preferred shares concur in such determination; or (b) the Corporation and
the holders of the Fifth Preferred shares determine, that the aggregate
fair market value of all property transferred or sold to the Corporation
in exchange for Fifth Preferred shares (the "Acquired Property") is
greater or less than the
1e.
-5-
aggregate of the Redemption Price of all Fifth Preferred shares issued in
connection with the acquisition of the Acquired Property, then the
resultant deficiency or excess in the aggregate of the Redemption Price of
all Fifth Preferred shares issued in connection with the acquisition of
the Acquired Property shall be divided by the aggregate number of Fifth
Preferred shares issued in connection with the acquisition of the Acquired
Property and the Redemption Price shall be increased or decreased
accordingly.
2.
5. The amendment has been duly authorized as required by Sections 168 & 170 (as
applicable) of the Business Corporations Act.
La modification a ete dument autorisee conformement aux articles 168 et 170
(selon le cas) de la Loi sur les societes par actions.
6. The resolution authorizing the amendment was approved by the shareholders/
directors (as applicable) of the corporation on
La actionnaires ou les administrateurs (selon le cas) de la societe on
approuve la resolution autorisant la modification le
2000/03/14
-------------------------------------------------------------------------
(Year, Month, Day)
(annee, mois, jour)
These articles are signed in duplicate.
Les presents status sont signes en double exemplaire.
ROGERS CABLE INC.
------------------------------------
(Name of Corporation)
(Denomination sociele de la societe)
By/Par: /s/ M. LORRAINE DALY
--------------------------------------
Name: M. LORRAINE DALY
Title: Vice President, Treasurer
By/Par: /s/ DAVID MILLER
--------------------------------------
Name: DAVID MILLER
Title: Vice President, General Counsel
and Secretary
1.
ONTARIO CORPORATION NUMBER
NUMERO DE LA SOCIETE EN ONTARIO
1215983
FOR MINISTRY USE ONLY
A L'USAGE EXCLUSIF DU MINISTERE
[LOGO] Ministry of Ministere de
Consumer and la Consommation
Commercial Relations et du Commerce
CERTIFICATE CERTIFICAT
This is to certify that these Ceci certifie que les presents
articles are effective on statuts entrent en vigueur le
MARCH 24 MARS, 2000
- -------------------------------------------------------------
/s/ illegible
Director/Directeur
Business Corporations Act/Loi sur les societes par actions
- --------------------------------------------------------------------------------
ARTICLES OF AMENDMENT
STATUTS DE MODIFICATION
Form 3 Business Corporations Act
Formule 3 Loi sur les societes par actions
1. The present name of the corporation is:
Denomination sociale actuelle de la societe:
ROGERS CABLE INC.
-----------------------------------------------------------------------------
2. The name of the corporation is changed to (if applicable):
Nouvelle denomination sociale de la societe (s'il y a lieu):
-----------------------------------------------------------------------------
3. Date of incorporation/amalgamation:
Date de la constitution ou de la fusion:
1997/01/01
-----------------------------------------------------------------------------
(Year, Month, Day)
(annee, mois, jour)
4. The articles of the corporation are amended as follows:
Les statuts de la societe sont modifies de la facon suivante:
(a) the articles of the Corporation be amended to replace in their entirety
the rights, privileges, restrictions and conditions attaching to the Fourth
Preferred shares with those rights, privileges, restrictions and conditions
as set out in Exhibit "A" attached hereto; and
(b) by declaring that after giving effect to the foregoing, the Corporation
is authorized to issue an unlimited number of Class A Common shares, an
unlimited number of Class B Common shares, an unlimited number of First
Preferred shares, an unlimited number of Third Preferred shares, an unlimited
number of Fourth Preferred shares, an unlimited number of Fifth Preferred
shares and 100,000,000 Class B Preferred Shares.
1a.
EXHIBIT "A"
FOURTH PREFERRED SHARES
The Fourth Preferred shares shall have attached thereto, as a class, the
following rights, privileges, restrictions and conditions:
(a) RANKING. The Fourth Preferred shares shall rank, with respect to both
dividends and return of capital in the event of liquidation, dissolution
or winding up of the Corporation, junior to the First Preferred shares and
the Third Preferred shares and in priority to all other shares of the
Corporation, including without limitation, the Class A Common and Class B
Common shares, but shall not confer any further right to participate in
the profits or assets of the Corporation. The rights, privileges,
restrictions and conditions attaching to the Fourth Preferred shares shall
be deemed to include and incorporate by reference such provisions
(including, without limitation, the subordination provisions) as are
necessary to constitute the Fourth Preferred shares "Excluded Securities"
for the purposes of the:
(A) Amended and Restated Loan Agreement dated as of November 26, 1996
among Rogers Cablesystems Limited ("RCAB"), a predecessor by
amalgamation to the Corporation, The Toronto-Dominion Bank, as
agent, and certain other parties, as amended,
(B) Indenture dated as of August 1, 1992 among RCAB, Rogers Cable T.V.
Limited ("RCTV"), a predecessor by amalgamation to the Corporation,
Rogers Ottawa Limited/Limitee ("ROL") and Chemical Bank re US
$250,000,000 9 5/8% Senior Secured Priority Notes due 2002;
(C) Indenture dated as of September 1, 1992 among RCAB, RCTV, ROL and
Chemical Bank re US $200,000,000 10 1/8% Senior Secured Second
Priority Debentures due 2012;
(D) Indenture dated as of January 15, 1994 among RCAB, RCTV, ROL and
Chemical Bank re Cdn. $300,000,000 9.65% Senior Secured Second
Priority Debentures due 2014;
(E) Indenture dated as of March 20, 1995 among RCAB, various Restricted
Subsidiaries and Chemical Bank re US $450,000,000 10% Series B
Senior Secured Second Priority Notes due 2005;
(F) Indenture dated as of November 30, 1995 among RCAB, various
Restricted Subsidiaries and Chemical Bank re. US $150,000,000 10%
Senior Secured Second Priority Debentures due 2007;
(G) Indenture dated as of November 30, 1995 among RCAB, various
Restricted Subsidiaries and Chemical Bank re US $125,000,000 Senior
Subordinated Guaranteed Debentures due 2015; and
(H) such other loan agreements, indentures, deeds of trust or other
financing instruments to which the Corporation (or any successor) is
from time to time a party as contain substantially similar
provisions as the foregoing financing instruments related to
"Excluded Securities",
1b.
-2-
(collectively, all such documents, as they may be amended from time
to time, are hereinafter referred to as the "Financing Indentures").
For greater certainty, no distribution of money or property shall be
made on, or in connection with, the Fourth Preferred shares
(including, without limitation, distributions made by the payment of
dividends or payments made in connection with the purchase for
cancellation of Fourth Preferred shares or payments made on the
liquidation, dissolution, or winding up of the Corporation) unless
such a distribution is permitted to be made on or by means of
Excluded Securities under the provisions of the Financing
Indentures. Any promissory notes issued to satisfy any dividend,
purchase for cancellation or other distribution amount made in
respect of any of the Fourth Preferred shares shall, notwithstanding
anything to the contrary contained herein, be deemed to include and
incorporate by reference such provisions (including, without
limitation, the subordination provisions) as are necessary to
constitute such promissory notes Excluded Securities for the
purposes of the Financing Indentures. Until all indebtedness under
the Financing Indentures has been fully paid or the payment thereof
has been duly provided for, such promissory note shall not be
assignable or negotiable by the holder except to the extent and in
the manner contemplated by the applicable provisions contained in
the Financing Indentures relating to Excluded Securities.
(b) REDEMPTION PRIVILEGE.
(i) REDEMPTION RIGHT. Subject to the provisions of the Business
Corporations Act (Ontario), as amended from time to time, or any
successor legislation, the Corporation may, upon giving notice or
upon notice being waived as hereinafter provided, redeem the whole
or any part of the Fourth Preferred shares on payment for each such
share to be redeemed of the amount of One Thousand Dollars ($1,000)
(the "Redemption Price").
(ii) PAYMENT OF REDEMPTION PRICE BY PROMISSORY NOTE. The Redemption Price
may, at the option of the Corporation, be paid and satisfied in
whole or in part: (1) by the issuance to the holder by the
Corporation of a promissory note for a principal sum equal to the
Redemption price, or such part thereof as is to be satisfied by the
promissory note, which, subject to section (a) above, is payable on
demand, provides for interest on the unpaid balance at a rate equal
to the annual rate established by The Toronto-Dominion Bank at its
head office in Toronto, Ontario from time to time as being its
reference rate of interest used by it to determine the rates of
interest it will charge for loans made in Canada in Canadian dollars
to its preferred commercial customers (hereinafter referred as
"Prime"), plus two percent (2%) per annum, calculated and payable
monthly in arrears on the last date of each month, provided that the
balance of any interest accrued and unpaid to the date on which the
principal amount is paid shall be due and payable on such date and
that any interest not paid on its due date shall itself bear
interest at the above rate, compounded monthly and, subject to
section (a) above, entitles the Corporation to prepay the whole or
any part of the unpaid principal under such promissory note, upon
payment of interest accrued on the unpaid principal balance to the
date of payment; or (2) by the assignment or endorsement in favour
of the holder of a promissory note made by an affiliate (as such
term is defined in the Business Corporations Act (Ontario), as
amended from time to time, or any successor legislation) for a
principal sum or for a portion of the principal sum equal to the
Redemption Price, or such part thereof as is to be satisfied by the
promissory note, which is payable on demand and which the board of
directors of the Corporation in its discretion has determined has a
value not less than the
1c.
-3-
Redemption Price, or such part thereof as is to be satisfied by the
promissory note of the affiliate, which might be issued under clause
(1) of this subsection (b)(ii).
(iii) PARTIAL REDEMPTION. In case a part only of the then outstanding
Fourth Preferred shares is at any time to be redeemed, the shares so
to be redeemed shall be selected in such manner as the directors in
their discretion shall decide and need not be redeemed pro rata or
selected by lot and the directors may make such adjustments as may
be necessary to avoid the redemption of fractional parts of shares.
(iv) NOTICE OF REDEMPTION AND RIGHTS OF HOLDERS. The Corporation shall,
at least one (1) day before the date specified for redemption, send
to each person who at the date of sending is a registered holder of
Fourth Preferred shares to be redeemed a notice in writing of the
intention of the Corporation to redeem such Fourth Preferred shares,
or alternatively, notice may be waived or the time for sending of
the notice may be waived at any time with the consent in writing of
holders of such Fourth Preferred shares to be redeemed. Notice may
be mailed in a prepaid envelope addressed to each such shareholder
at his address as it appears on the records of the Corporation or
its transfer agent, or alternatively, such notice may be delivered
personally to such shareholder; provided, however, that accidental
failure to give any such notice to one or more of such shareholders
shall not affect the validity of the redemption. Such notice shall
set out the Redemption Price and the date of redemption. If notice
of any such redemption be given by the Corporation or waived in the
manner aforesaid and an amount sufficient to redeem the shares has
been paid (whether in cash or by promissory note, as above provided)
to the holder of the Fourth Preferred shares to be redeemed or
deposited with any trust corporation or chartered bank in Canada, on
or before the date fixed for redemption, the holder thereof shall
thereafter have no rights against the Corporation in respect thereof
except, upon the surrender of certificates for such shares, to
receive payment therefor and except to receive any dividends
declared and payable on or before the redemption date but unpaid. If
the Fourth Preferred shares are redeemed on the redemption date then
from and after the redemption date such shares shall cease to be
entitled to dividends, (except for any dividends declared and
payable on or before the redemption date, but unpaid) and the
holders thereof shall not be entitled to exercise any of the rights
of holders of Fourth Preferred shares in respect thereof unless
payment of the Redemption Price is not made on the redemption date,
in which event the rights of the holders of the said shares shall
remain unaffected.
(c) NON-CUMULATIVE DIVIDENDS. The holders of the Fourth Preferred shares
shall, in each fiscal year of the Corporation, subject to section (a)
hereof and to the payment of all accrued dividends on the First Preferred
shares and the Third Preferred shares, but always in preference and
priority to any payment of dividends on any other shares of the
Corporation for such year, including without limitation, the Class A
Common and Class B Common shares, be entitled to receive, as and when
declared by the directors, out of the monies of the Corporation properly
applicable to the payment of dividends, fixed preferential non-cumulative
cash dividends at the rate of nine and sixty-five one hundredths percent
(9.65%) per annum of the Redemption Price for such shares. The directors
shall be entitled from time to time to declare part of the preferential
non-cumulative cash dividend for any fiscal year notwithstanding that such
dividend for such fiscal year shall not be declared in full. If in any
fiscal year of the Corporation the directors in their discretion shall not
declare the said dividend or any part thereof on the Fourth Preferred
shares for such fiscal year then the rights of the holders of the Fourth
Preferred shares to such dividend or undeclared part thereof for such
fiscal year shall be forever extinguished. The registered
1d.
-4-
holders of Fourth Preferred shares shall not be entitled to any dividends
other than or in excess of the preferential non-cumulative cash dividends
hereinbefore provided for. No dividends shall be declared and paid or set
aside for payment on any shares of any other class of the Corporation
ranking junior to the Fourth Preferred shares in any fiscal year, unless
the fixed preferential non-cumulative cash dividend for such fiscal year
on all Fourth Preferred shares then outstanding has been declared and paid
or set aside for payment. If in any fiscal year, after the fixed
preferential non-cumulative cash dividends on the Fourth Preferred shares
shall have been declared and paid or set aside for payment, there shall
remain any profits or surplus available for dividends, such profits or
surplus or any part thereof may, in the discretion of the directors, be
applied to dividends on any shares of any other class of the Corporation
ranking junior to the Fourth Preferred shares. If the Redemption Price is
increased or decreased pursuant to section (g) hereof at any time after
any dividends have been declared and paid or set aside for payment on the
Fourth Preferred shares, the dividend rate applicable during the period
prior to such increase or decrease in the Redemption Price in respect of
which the dividends were paid or set aside for payment shall be deemed
decreased or increased accordingly, and neither a registered holder of
Fourth Preferred shares nor the Corporation shall have a claim against the
other for either under or overpayment of dividends resulting from an
increase or decrease in the Redemption Price.
(d) PURCHASE BY THE CORPORATION. The Corporation shall have the right at its
option at any time and from time to time to purchase the whole or any part
of the Fourth Preferred shares at the lowest price at which, in the
opinion of the directors, such shares are obtainable but not exceeding the
Redemption Price thereof (the "Purchase Price"). The Purchase Price may,
at the option of the Corporation be paid and satisfied in the manner
provided for in subsection (b)(ii) hereof, subject to the provisions of
section (a) hereof
(e) LIQUIDATION, DISSOLUTION OR WINDING UP. In the event of the liquidation,
dissolution or winding up of the Corporation, whether voluntary or
involuntary, the holders of the Fourth Preferred shares shall be entitled
to receive, subject to section (a) hereof, and after the holders of First
Preferred shares and Third Preferred shares shall have received such
amounts as they are entitled to receive in the event of the liquidation,
dissolution or winding up of the Corporation, but before any distribution
of any part of the assets of the Corporation among the holders of any
other shares of the Corporation, including without limitation the Class A
Common and Class B Common shares, an amount equal to the Redemption Price
for each issued and outstanding Fourth Preferred share plus an amount
equal to all dividends declared thereon and unpaid.
(f) NO VOTING RIGHTS; NOTICE OF MEETINGS. The holders of the Fourth Preferred
shares shall not, as such, have any voting rights for the election of
directors or, subject to any voting rights accorded them pursuant to the
provisions of the Business Corporations Act (Ontario), as the same may
from time to time be amended or any successor legislation, for any other
purpose, nor shall they be entitled to attend shareholders' meetings
except for the purpose of exercising any voting rights accorded to them
pursuant to the provisions of the Business Corporations Act (Ontario), as
amended from time to time, or any successor legislation; holders of the
Fourth Preferred shares shall, however, be entitled to notice of any
meeting of shareholders called for the purpose of authorizing the
dissolution of the Corporation or the sale, lease or exchange of all or
substantially all of the property of the Corporation other than in the
ordinary course of business.
(g) PRICE ADJUSTMENT. If at any time when any Fourth Preferred shares are
issued and outstanding either: (a) Canada Customs and Revenue Agency
determines and all of the holders of the issued and outstanding Fourth
Preferred shares concur in such determination; or (b) the Corporation and
the holders of the Fourth Preferred shares
1e.
-5-
determine, that the aggregate fair market value of all properly
transferred or sold to the Corporation in exchange for Fourth Preferred
shares (the "Acquired Property") is greater or less than the aggregate of
the Redemption Price of all Fourth Preferred shares issued in Connection
with the acquisition of the Acquired Property, then the resultant
deficiency or excess in the aggregate of the Redemption Price of all
Fourth Preferred shares issued in connection with the acquisition of the
Acquired Property shall be divided by the aggregate number of Fourth
Preferred shares issued in connection with the acquisition of the Acquired
Property and the Redemption Price shall be increased or decreased
accordingly.
5. The amendment has been duly authorized as required by Sections 168 & 170 (as
applicable) of the Business Corporations Act.
La modification a ete dument autorisee conformement aux articles 168 et 170
(selon le cas) de la Loi sur les societes par actions.
6. The resolution authorizing the amendment was approved by the
shareholders/directors (as applicable) of the corporation on
La actionnaires ou les administrateurs (selon le cas) de la societe on
approuve la resolution autorisant la modification le
2000/03/24
- --------------------------------------------------------------------------------
(Year, Month, Day)
(annee, mois, jour)
These articles are signed in duplicate.
Les presents status sont signes en double exemplaire.
ROGERS CABLE INC.
------------------------------------
(Name of Corporation)
(Denomination sociale de la societe)
By/Par: /s/ Alan Horn V.P.
------------------------------------
(Signature) (Description of Office)
(Signature) (Fonction)
ALAN HORN
1.
ONTARIO CORPORATION NUMBER
NUMERO DE LA SOCIETE EN ONTARIO
1215983
FOR MINISTRY USE ONLY
A L'USAGE EXCLUSIF DU MINISTERE
[LOGO] Ministry of Ministere de
Consumer and la Consommation
Commercial Relations et du Commerce
CERTIFICATE CERTIFICAT
This is to certify that these Caci certifie que les presents
articles are effective on statuts entrant en vigueur le
MARCH 29 MARS, 2000
- -------------------------------------------------------------
/s/ [illegible]
Director/Directeur
Business Corporations Act/Loi sur les societes par actions
- --------------------------------------------------------------------------------
ARTICLES OF AMENDMENT
STATUTS DE MODIFICIATION
Form 3 Business Corporations Act
Formule 3 Loi sur les societes par actions
1. The present name of the corporation is:
Denomination sociale actuelle de la societe:
ROGERS CABLE INC.
-----------------------------------------------------------------------------
2. The name of the corporation is changed to (if applicable):
Nouvelle denomination sociale de la societe (s'il y a lieu):
-
-----------------------------------------------------------------------------
3. Date of incorporation/amalgamation:
Date de la constitution ou de la fusion:
1997/01/01
-----------------------------------------------------------------------------
(Year, Month, Day)
(annee, mois, jour)
4. The articles of the corporation are amended as follows:
Les statuts de la societe sont modifies de la facon suivante:
(a) to increase the authorized capital of the Corporation by creating an
unlimited number of a class of shares to be designated Sixth Preferred
shares;
(b) by providing that the Sixth Preferred shares shall have attached
thereto the rights, privileges, restrictions and conditions set out in
Exhibit "A" annexed hereto; and
(c) by declaring that, after giving effect to the foregoing, the
Corporation is authorized to issue an unlimited number of Class A Common
shares, an unlimited number of Class B Common shares, 100,000,000 Class B
Preferred shares, an unlimited number of First Preferred shares, an unlimited
number of Third Preferred shares, an unlimited number of Fourth Preferred
shares, an unlimited number of Fifth Preferred shares and an unlimited number
of Sixth Preferred shares.
1a.
EXHIBIT "A"
SIXTH PREFERRED SHARES
The Sixth Preferred shares shall have attached thereto, as a class, the
following rights, privileges, restrictions and conditions:
(a) RANKING. The Sixth Preferred shares shall rank, with respect to both
dividends and return of capital in the event of liquidation,
dissolution or winding up of the Corporation, junior to the First
Preferred shares, the Third Preferred shares, the Fourth Preferred
shares and the Fifth Preferred shares and in priority to all other
shares of the Corporation, including without limitation, the Class A
Common and Class B Common shares, but shall not confer any further
right to participate in the profits or assets of the Corporation. The
rights, privileges, restrictions and conditions attaching to the Sixth
Preferred shares shall be deemed to include and incorporate by
reference such provisions (including, without limitation, the
subordination provisions) as are necessary to constitute the Sixth
Preferred shares "Excluded Securities" for the purposes of the:
(A) Amended and Restated Loan Agreement dated as of November 26,
1996 among Rogers Cablesystems Limited ("RCAB"), a predecessor
by amalgamation to the Corporation, The Toronto-Dominion Bank,
as agent, and certain other parties, as amended;
(B) Indenture dated as of August 1, 1992 among RCAB, Rogers Cable
T.V. Limited ("RCTV"), a predecessor by amalgamation to the
Corporation, Rogers Ottawa Limited/Limitee ("ROL") and
Chemical Bank re US $250,000,000 9 5/8% Senior Secured
Priority Notes due 2002;
(C) Indenture dated as of September 1, 1992 among RCAB, RCTV, ROL
and Chemical Bank re US $200,000,000 10 1/8% Senior Secured
Second Priority Debentures due 2012;
(D) Indenture dated as of January 15, 1994 among RCAB, RCTV, ROL
and Chemical Bank re Cdn. $300,000,000 9.65% Senior Secured
Second Priority Debentures due 2014;
(E) Indenture dated as of March 20, 1995 among RCAB, various
Restricted Subsidiaries and Chemical Bank re US $450,000,000
10% Series B Senior Secured Second Priority Notes due 2005;
(F) Indenture dated as of November 30, 1995 among RCAB, various
Restricted Subsidiaries and Chemical Bank re US $150,000,000
10% Senior Secured Second Priority Debentures due 2007;
(G) Indenture dated as of November 30, 1995 among RCAB, various
Restricted Subsidiaries and Chemical Bank re US $125,000,000
Senior Subordinated Guaranteed Debentures due 2015; and
(H) such other loan agreements, indentures, deeds of trust or
other financing instruments to which the Corporation (or any
successor) is from time to time a party as contain
substantially similar provisions as the foregoing financing
instruments related to "Excluded Securities",
1b.
-2-
(collectively, all such documents, as they may be amended from
time to time, are hereinafter referred to as the "Financing
Indentures").
For greater certainty, no distribution of money or property
shall be made on, or in connection with, the Sixth Preferred
shares (including, without limitation, distributions made by
the payment of dividends or payments made in connection with
the purchase for cancellation of Sixth Preferred shares or
payments made on the liquidation, dissolution, or winding up
of the Corporation) unless such a distribution is permitted to
be made on or by means of Excluded Securities under the
provisions of the Financing Indentures. Any promissory notes
issued to satisfy any dividend, purchase for cancellation or
other distribution amount made in respect of any of the Sixth
Preferred shares shall, notwithstanding anything to the
contrary contained herein, be deemed to include and
incorporate by reference such provisions (including, without
limitation, the subordination provisions) as are necessary to
constitute such promissory notes Excluded Securities for the
purposes of the Financing Indentures. Until all indebtedness
under the Financing Indentures has been fully paid or the
payment thereof has been duly provided for, such promissory
note shall not be assignable or negotiable by the holder
except to the extent and in the manner contemplated by the
applicable provisions contained in the Financing Indentures
relating to Excluded Securities.
(b) REDEMPTION PRIVILEGE.
(i) REDEMPTION RIGHT. Subject to the provisions of the Business
Corporations Act (Ontario), as amended from time to time, or
any successor legislation, the Corporation may, upon giving
notice or upon notice being waived as hereinafter provided,
redeem the whole or any part of the Sixth Preferred shares on
payment for each such share to be redeemed of the amount of
One Thousand Dollars ($1,000) (the "Redemption Price").
(ii) PAYMENT OF REDEMPTION PRICE BY PROMISSORY NOTE. The Redemption
Price may, at the option of the Corporation, be paid and
satisfied in whole or in part: (1) by the issuance to the
holder by the Corporation of a promissory note for a principal
sum equal to the Redemption Price, or such part thereof as is
to be satisfied by the promissory note, which, subject to
section (a) above, is payable on demand, provides for interest
on the unpaid balance at a rate equal to the annual rate
established by The Toronto-Dominion Bank at its head office in
Toronto, Ontario from time to time as being its reference rate
of interest used by it to determine the rates of interest it
will charge for loans made in Canada in Canadian dollars to
its preferred commercial customers (hereinafter referred to as
"Prime"), plus two percent (2%) per annum, calculated and
payable monthly in arrears on the last date of each month,
provided that the balance of any interest accrued and unpaid
to the date on which the principal amount is paid shall be due
and payable on such date and that any interest not paid on its
due date shall itself bear interest at the above rate,
compounded monthly and, subject to section (a) above, entitles
the Corporation to prepay the whole or any part of the unpaid
principal under such promissory note, upon payment of interest
accrued on the unpaid principal balance to the date of payment
or (2) by the assignment or endorsement in favour of the
holder of a promissory note made by an affiliate (as such term
is defined in the Business Corporations Act (Ontario), as
amended from time to time, or any successor legislation) for a
principal sum or for a portion of the principal sum equal to
the Redemption Price, or such part thereof as is to be
satisfied by the promissory note, which is payable on demand
and which the board of directors of the Corporation in its
discretion has determined has a value not less than the
lc.
-3-
Redemption Price, or such part thereof as is to be satisfied
by the promissory note of the affiliate, which might be issued
under clause (1) of this subsection (b)(ii).
(iii) PARTIAL REDEMPTION. In case a part only of the then
outstanding Sixth Preferred shares is at any time to be
redeemed, the shares so to be redeemed shall be selected in
such manner as the directors in their discretion shall decide
and need not be redeemed pro rata or selected by lot and the
directors may make such adjustments as may be necessary to
avoid the redemption of fractional parts of shares.
(iv) NOTICE OF REDEMPTION AND RIGHTS OF HOLDERS. The Corporation
shall, at least one (1) day before the date specified for
redemption, send to each person who at the date of sending is
a registered holder of Sixth Preferred shares to be redeemed a
notice in writing of the intention of the Corporation to
redeem such Sixth Preferred shares, or alternatively, notice
may be waived or the time for sending of the notice may be
waived at any time with the consent in writing of holders of
such Sixth Preferred shares to be redeemed. Notice may be
mailed in a prepaid envelope addressed to each such
shareholder at his address as it appears on the records of the
Corporation or its transfer agent, or alternatively, such
notice may be delivered personally to such shareholder;
provided, however, that accidental failure to give any such
notice to one or more of such shareholders shall not affect
the validity of the redemption. Such notice shall set out the
Redemption Price and the date of redemption. If notice of any
such redemption be given by the Corporation or waived in the
manner aforesaid and an amount sufficient to redeem the shares
has been paid (whether in cash or by promissory note, as above
provided) to the holder of the Sixth Preferred shares to be
redeemed or deposited with any trust corporation or chartered
bank in Canada, on or before the date fixed for redemption,
the holder thereof shall thereafter have no rights against the
Corporation in respect thereof except, upon the surrender of
certificates for such shares, to receive payment therefor and
except to receive any dividends declared and payable on or
before the redemption date but unpaid. If the Sixth Preferred
shares are redeemed on the redemption date then from and after
the redemption date such shares shall cease to be entitled to
dividends, (except for any dividends declared and payable on
or before the redemption date, but unpaid) and the holders
thereof shall not be entitled to exercise any of the rights of
holders of Sixth Preferred shares in respect thereof unless
payment of the Redemption Price is not made on the redemption
date, in which event the rights of the holders of the said
shares shall remain unaffected.
(c) NON-CUMULATIVE DIVIDENDS. The holders of the Sixth Preferred shares
shall, in each fiscal year of the Corporation, subject to section (a)
hereof and to the payment of all accrued dividends on the First
Preferred shares, the Third Preferred shares, the Fourth Preferred
shares and the Fifth Preferred shares, but always in preference and
priority to any payment of dividends on any other shares of the
Corporation for such year, including without limitation, the Class A
Common and Class B Common shares, be entitled to receive, as and when
declared by the directors, out of the monies of the Corporation
properly applicable to the payment of dividends, fixed preferential
non-cumulative cash dividends at the rate of nine and seventy-five one
hundredths percent (9.75%) per annum of the Redemption Price for such
shares. The directors shall be entitled from time to time to declare
part of the preferential non-cumulative cash dividend for any fiscal
year notwithstanding that such dividend for such fiscal year shall not
be declared in full. If in any fiscal year of the Corporation the
directors in their discretion shall not declare the said dividend or
any part thereof on the Sixth Preferred shares for such fiscal year
then the rights of the holders of the Sixth Preferred shares to such
dividend or undeclared part thereof for such fiscal year shall be
forever extinguished. The registered holders of Sixth Preferred shares
shall not be entitled to any dividends other than or in excess of the
1d.
-4-
preferential non-cumulative cash dividends hereinbefore provided for.
No dividends shall be declared and paid or set aside for payment on any
shares of any other class of the Corporation ranking junior to the
Sixth Preferred shares in any fiscal year, unless the fixed
preferential non-cumulative cash dividend for such fiscal year on all
Sixth Preferred shares then outstanding has been declared and paid or
set aside for payment. If in any fiscal year, after the fixed
preferential non-cumulative cash dividends on the Sixth Preferred
shares shall have been declared and paid or set aside for payment,
there shall remain any profits or surplus available for dividends, such
profits or surplus or any part thereof may, in the discretion of the
directors, be applied to dividends on any shares of any other class of
the Corporation ranking junior to the Sixth Preferred shares. If the
Redemption Price is increased or decreased pursuant to section (g)
hereof above at any time after any dividends have been declared and
paid or set aside for payment on the Sixth Preferred shares, the
dividend rate applicable during the period prior to such increase or
decrease in the Redemption Price in respect of which the dividends were
paid or set aside for payment shall be deemed decreased or increased
accordingly, and neither a registered holder of Sixth Preferred shares
nor the Corporation shall have a claim against the other for either
under or overpayment of dividends resulting from an increase or
decrease in the Redemption Price.
(d) PURCHASE BY THE CORPORATION. The Corporation shall have the right at
its option at any time and from time to time to purchase the whole or
any part of the Sixth Preferred shares at the lowest price at which, in
the opinion of the directors, such shares are obtainable but not
exceeding the Redemption Price thereof (the "Purchase Price"). The
Purchase Price may, at the option of the Corporation be paid and
satisfied in the manner provided for in subsection (b)(ii) hereof,
subject to the provisions of section (a) hereof.
(e) LIQUIDATION, DISSOLUTION OR WINDING UP. In the event of the
liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, the holders of the Sixth Preferred shares
shall be entitled to receive, subject to section (a) hereof, and after
the holders of First Preferred shares, Third Preferred shares, Fourth
Preferred shares and Fifth Preferred shares shall have received such
amounts as they are entitled to receive in the event of the
liquidation, dissolution or winding up of the Corporation, but before
any distribution of any part of the assets of the Corporation among the
holders of any other shares of the Corporation, including without
limitation the Class A Common and Class B Common shares, an amount
equal to the Redemption Price for each issued and outstanding Sixth
Preferred share plus an amount equal to all dividends declared thereon
and unpaid.
(f) NO VOTING RIGHTS; NOTICE OF MEETINGS. The holders of the Sixth
Preferred shares shall not, as such, have any voting rights for the
election of directors or, subject to any voting rights accorded them
pursuant to the provisions of the Business Corporations Act (Ontario),
as the same may from time to time be amended or any successor
legislation, for any other purpose, nor shall they be entitled to
attend shareholders' meetings except for the purpose of exercising any
voting rights accorded to them pursuant to the provisions of the
Business Corporations Act (Ontario), as amended from time to time, or
any successor legislation; holders of the Sixth Preferred shares shall,
however, be entitled to notice of any meeting of shareholders called
for the purpose of authorizing the dissolution of the Corporation or
the sale, lease or exchange of all or substantially all of the property
of the Corporation other than in the ordinary course of business.
(g) PRICE ADJUSTMENT. If at any time when any Sixth Preferred shares are
issued and outstanding either: (a) Canada Customs and Revenue Agency
determines and all of the holders of the issued and outstanding Sixth
Preferred shares concur in such determination; or (b) the Corporation
and the holders of the Sixth Preferred shares determine, that the
aggregate fair market value of all property transferred or sold to the
Corporation in
1e.
-5-
exchange for Sixth Preferred shares (the "Acquired Property") is greater or
less than the aggregate of the Redemption Price of all Sixth Preferred shares
issued in connection with the acquisition of the Acquired Property, then the
resultant deficiency or excess in the aggregate of the Redemption Price of all
Sixth Preferred shares issued in connection with the acquisition of the Acquired
Property shall be divided by the aggregate number of Sixth Preferred shares
issued in connection with the acquisition of the Acquired Property and the
Redemption Price shall be increased or decreased accordingly.
2.
5. The amendment has been duly authorized as required by Sections 168 & 170 (as
applicable) of the Business Corporations Act.
La modification a ete dument autorisee conformement aux articles 168 et 170
(selon le cas) de la Loi sur les societes par actions.
6. The resolution authorizing the amendment was approved by the
shareholders/directors (as applicable) of the corporation on
La actionnaires ou les administrateurs (selon le cas) de la societe on
approuve la resolution autorisant la modification le
2000/03/29
- --------------------------------------------------------------------------------
(Year, Month, Day)
(annee, mois, jour)
These articles are signed in duplicate.
Les presents statuts sont signes en double exemplaire.
ROGERS CABLE INC.
------------------------------------
(Name of Corporation)
(Denomination sociale de la societe)
M. LORRAINE DALY
By:/Par: /s/ M. LORRAINE DALY VICE PRESIDENT, TREASURER
------------------------------------------------
(Signature) (Description of Office)
(Signature) (Fonction)
By:/Par: /s/ DAVID MILLER VP, General Councel and Secretary
-----------------------------------------------------
1.
Ontario Corporation Number
Numero de la Societe en Ontario
1215983
FOR MINISTRY USE ONLY
A L'USAGE EXCLUSIF DU MINISTERE
[LOGO] Ministry of Ministere de
Consumer and la Consommation
Commercial Relations et du Commerce
CERTIFICATE CERTIFICAT
This is to certify that these Ceci certifie que les presents
articles are effective on status entrent en vigueur le
DECEMBER 18 DECEMBRE, 2000
- -------------------------------------------------------------
/s/ [Illegible]
Director/Directrice
Business Corporations Act/Loi sur les societes par actions
- --------------------------------------------------------------------------------
ARTICLES OF AMENDMENT
STATUTS DE MODIFICATION
Form 3 Business Corporations Act
Formule 3 Loi sur les societes par actions
1. The present name of the corporation is:
Denomination sociale actuelle de la societe:
ROGERS CABLE INC.
-----------------------------------------------------------------------------
2. The name of the corporation is changed to (if applicable):
Nouvelle denomination sociale de la societe (s'il y a lieu):
-
-----------------------------------------------------------------------------
3. Date of incorporation/amalgamation:
Date de la constitution ou de la fusion:
1997/01/01
-----------------------------------------------------------------------------
(Year, Month, Day)
(annee, mois, jour)
4. The articles of the corporation are amended as follows:
Les statuts de la societe sont modifies de la facon suivante:
(a) to increase the authorized capital of the Corporation by creating an
unlimited number of a class of shares to be designated Seventh Preferred
shares;
(b) by providing that the Seventh Preferred shares shall have attached
thereto the rights, privileges, restrictions and conditions set out in
Exhibit "A" annexed hereto; and
(c) by declaring that, after giving effect to the foregoing, the Corporation
is authorized to issue an unlimited number of Class A Common shares, an
unlimited number of Class B Common shares, 100,000,000 Class B Preferred
shares, an unlimited number of First Preferred shares, an unlimited number of
Third Preferred shares, an unlimited number of Fourth Preferred shares, an
unlimited number of Fifth Preferred shares, an unlimited number of Sixth
Preferred shares and an unlimited number of Seventh Preferred shares.
la.
EXHIBIT "A"
SEVENTH PREFERRED SHARES
The Seventh Preferred shares shall have attached thereto, as a class, the
following rights, privileges, restrictions and conditions:
(a) RANKING. The Seventh Preferred shares shall rank, with respect to both
dividends and return of capital in the event of liquidation, dissolution
or winding up of the Corporation, junior to the First Preferred shares,
the Third Preferred shares, the Fourth Preferred shares, the Fifth
Preferred shares and the Sixth Preferred shares and in priority to all
other shares of the Corporation, including without limitation, the Class A
Common and Class B Common shares, but shall not confer any further right
to participate in the profits or assets of the Corporation. The rights,
privileges, restrictions and conditions attaching to the Seventh Preferred
shares shall be deemed to include and incorporate by reference such
provisions (including, without limitation, the subordination provisions)
as are necessary to constitute the Seventh Preferred shares "Excluded
Securities" for the purposes of the:
(A) Amended and Restated Loan Agreement dated as of November 26,
1996 among Rogers Cablesystems Limited ("RCAB") (now the
Corporation), The Toronto-Dominion Bank, as Agent, and
certain other parties, as amended;
(B) Indenture dated as of August 1, 1992 among RCAB (now the
Corporation), Rogers Cable T.V. Limited ("RCTV") (now the
Corporation), Rogers Ottawa Limited/Limitee ("ROL") and
Chemical Bank, now the Chase Manhattan Bank, re US
$250,000,000 9 5/8% Senior Secured Priority Notes due 2002;
(C) Indenture dated as of September 1, 1992 among RCAB (now the
Corporation), RCTV (now the Corporation), ROL and Chemical
Bank, now the Chase Manhattan Bank, re US $200,000,000 10 1/8%
Senior Secured Second Priority Debentures due 2012;
(D) Indenture dated as of January 15, 1994 among RCAB (now the
Corporation), RCTV (now the Corporation), ROL and Chemical
Bank, now the Chase Manhattan Bank, re Cdn. $300,000,000 9.65%
Senior Secured Second Priority Debentures due 2014;
(E) Indenture dated as of March 20, 1995 among RCAB (now the
Corporation), various Restricted Subsidiaries and Chemical
Bank, now the Chase Manhattan Bank, re US $450,000,000 10%
Series B Senior Secured Second Priority Notes due 2005;
(F) Indenture dated as of November 30, 1995 among RCAB (now the
Corporation), various Restricted Subsidiaries and Chemical
Bank re US $150,000,000 10% Senior Secured Second Priority
Debentures due 2007;
(G) Indenture dated as of November 30, 1995 among RCAB (now the
Corporation), various Restricted Subsidiaries and Chemical
Bank, now the Chase Manhattan Bank, re US $125,000,000 11%
Senior Subordinated Guaranteed Debentures due 2015;
(H) Purchase Agreement dated November 21, 2000 between the
Corporation and TD Securities Inc. re Cdn. $300,000,000
Floating Rate Notes; and
lb.
- 2 -
(I) such other loan agreements, indentures, deeds of trust or
other financing instruments to which the Corporation (or any
successor) is from time to time a party as contain
substantially similar provisions as the foregoing financing
instruments related to "Excluded Securities",
(collectively, all such documents, as they may be amended from time
to time, are hereinafter referred to as the "Financing Indentures").
For greater certainty, no distribution of money or property shall be
made on, or in connection with, the Seventh Preferred shares
(including, without limitation, distributions made by the payment of
dividends or payments made in connection with the purchase for
cancellation of Seventh Preferred shares or payments made on the
liquidation, dissolution, or winding up of the Corporation) unless
such a distribution is permitted to be made on or by means of
Excluded Securities under the provisions of the Financing
Indentures. Any promissory notes issued to satisfy any dividend,
purchase for cancellation or other distribution amount made in
respect of any of the Seventh Preferred shares shall;
notwithstanding anything to the contrary contained herein, be deemed
to include and incorporate by reference such provisions (including,
without limitation, the subordination provisions) as are necessary
to constitute such promissory notes Excluded Securities for the
purposes of the Financing Indentures. Until all indebtedness under
the Financing Indentures has been fully paid or the payment thereof
has been duly provided for, such promissory note shall not be
assignable or negotiable by the holder except to the extent and in
the manner contemplated by the applicable provisions contained in
the Financing Indentures relating to Excluded Securities.
(b) REDEMPTION PRIVILEGE.
(i) REDEMPTION RIGHT. Subject to the provisions of the Business
Corporations Act (Ontario), as amended from time to time, or
any successor legislation, the Corporation may, upon giving
notice or upon notice being waived as hereinafter provided,
redeem the whole or any part of the Seventh Preferred shares
on payment for each such share to be redeemed of the amount of
One Thousand Dollars ($1,000) as adjusted in accordance with
section (g) hereof (the "Redemption Price").
(ii) PAYMENT OF REDEMPTION PRICE BY PROMISSORY NOTE. The Redemption
Price may, at the option of the Corporation, be paid and
satisfied in whole or in part: (1) by the issuance to the
holder by the Corporation of a promissory note for a principal
sum equal to the Redemption Price, or such part thereof as is
to be satisfied by the promissory note, which, subject to
section (a) above, is payable on demand, provides for interest
on the unpaid balance at a rate equal to the annual rate
established by The Toronto-Dominion Bank at its head office in
Toronto, Ontario from time to time as being its reference rate
of interest used by it to determine the rates of interest it
will charge for loans made in Canada in Canadian dollars to
its preferred commercial customers (hereinafter referred to as
"Prime"), plus two percent (2%) per annum, calculated and
payable monthly in arrears on the last date of each month,
provided that the balance of any interest accrued and unpaid
to the date on which the principal amount is paid shall be due
and payable on such date and that any interest not paid on its
due date shall itself bear interest at the above rate,
compounded monthly and, subject to section (a) above, entitles
the Corporation to prepay the whole or any part of the unpaid
principal under such promissory note, upon payment of interest
accrued on the unpaid principal balance to the date of
payment; or (2) by the assignment or endorsement in favour of
the
lc.
- 3 -
holder of a promissory note made by an affiliate (as such term
is defined in the Business Corporations Act (Ontario), as
amended from time to time, or any successor legislation) for a
principal sum or for a portion of the principal sum equal to
the Redemption Price, or such part thereof as is to be
satisfied by the promissory note, which is payable on demand
and which the board of directors of the Corporation in its
discretion has determined has a value not less than the
Redemption Price, or such part thereof as is to be satisfied
by the promissory note of the affiliate, which might be issued
under clause (1) of this subsection (b)(ii).
(iii) PARTIAL REDEMPTION. In case a part only of the then
outstanding Seventh Preferred shares is at any time to be
redeemed, the shares so to be redeemed shall be selected in
such manner as the directors in their discretion shall decide
and need not be redeemed pro rata or selected by lot and the
directors may make such adjustments as may be necessary to
avoid the redemption of fractional parts of shares.
(iv) NOTICE OF REDEMPTION AND RIGHTS OF HOLDERS. The Corporation
shall, at least one (1) day before the date specified for
redemption, send to each person who at the date of sending is
a registered holder of Seventh Preferred shares to be redeemed
a notice in writing of the intention of the Corporation to
redeem such Seventh Preferred shares, or alternatively, notice
may be waived or the time for sending of the notice may be
waived at any time with the consent in writing of holders of
such Seventh Preferred shares to be redeemed. Notice may be
mailed in a prepaid envelope addressed to each such
shareholder at his address as it appears on the records of the
Corporation or its transfer agent, or alternatively, such
notice may be delivered personally to such shareholder;
provided, however, that accidental failure to give any such
notice to one or more of such shareholders shall not affect
the validity of the redemption. Such notice shall set out the
Redemption Price and the date of redemption. If notice of any
such redemption be given by the Corporation or waived in the
manner aforesaid and an amount sufficient to redeem the shares
has been paid (whether in cash or by promissory note, as above
provided) to the holder of the Seventh Preferred shares to be
redeemed or deposited with any trust corporation or chartered
bank in Canada, on or before the date fixed for redemption,
the holder thereof shall thereafter have no rights against the
Corporation in respect thereof except, upon the surrender of
certificates for such shares, to receive payment therefor and
except to receive any dividends declared and payable on or
before the redemption date but unpaid. If the Seventh
Preferred shares are redeemed on the redemption date then from
and after the redemption date such shares shall cease to be
entitled to dividends, (except for any dividends declared and
payable on or before the redemption date, but unpaid) and the
holders thereof shall not be entitled to exercise any of the
rights of holders of Seventh Preferred shares in respect
thereof unless payment of the Redemption Price is not made on
the redemption date, in which event the rights of the holders
of the said shares shall remain unaffected.
(c) NON-CUMULATIVE DIVIDENDS. The holders of the Seventh Preferred
shares shall, in each fiscal year of the Corporation, subject
to section (a) hereof and to the payment of all accrued
dividends on the First Preferred shares, the Third Preferred
shares, the Fourth Preferred shares, the Fifth Preferred
shares and Sixth Preferred shares but always in preference and
priority to any payment of dividends on any other shares of
the Corporation for such year, including without limitation,
the Class A Common and Class B Common shares, be entitled to
receive, as and when declared by the directors, out of the
monies of the Corporation properly applicable to the payment
of dividends, fixed preferential non-cumulative cash dividends
at the rate of nine and eighty one hundredths percent (9.80%)
ld.
- 4 -
per annum of the Redemption Price for such shares. The
directors shall be entitled from time to time to declare part
of the preferential non-cumulative cash dividend for any
fiscal year notwithstanding that such dividend for such fiscal
year shall not be declared in full. If in any fiscal year of
the Corporation the directors in their discretion shall not
declare the said dividend or any part thereof on the Seventh
Preferred shares for such fiscal year then the rights of the
holders of the Seventh Preferred shares to such dividend or
undeclared part thereof for such fiscal year shall be forever
extinguished. The registered holders of Seventh Preferred
shares shall not be entitled to any dividends other than or in
excess of the preferential non-cumulative cash dividends
hereinbefore provided for. No dividends shall be declared and
paid or set aside for payment on any shares of any other class
of the Corporation ranking junior to the Seventh Preferred
shares in any fiscal year, unless the fixed preferential
non-cumulative cash dividend for such fiscal year on all
Seventh Preferred shares then outstanding has been declared
and paid or set aside for payment. If in any fiscal year,
after the fixed preferential non-cumulative cash dividends
on the Seventh Preferred shares shall have been declared and
paid or set aside for payment, there shall remain any profits
or surplus available for dividends, such profits or surplus or
any part thereof may, in the discretion of the directors, be
applied to dividends on any shares of any other class of the
Corporation ranking junior to the Seventh Preferred shares.
If the Redemption Price is increased or decreased pursuant to
section (g) hereof above at any time after any dividends have
been declared and paid or set aside for payment on the Seventh
Preferred shares, the dividend rate applicable during the
period prior to such increase or decrease in the Redemption
Price in respect of which the dividends were paid or set aside
for payment shall be deemed decreased or increased
accordingly, and neither a registered holder of Seventh
Preferred shares nor the Corporation shall have a claim
against the other for either under or overpayment of dividends
resulting from an increase or decrease in the Redemption
Price.
(d) PURCHASE BY THE CORPORATION. The Corporation shall have the
right at its option at any time and from time to time to
purchase the whole or any part of the Seventh Preferred shares
at the lowest price at which, in the opinion of the directors,
such shares are obtainable but not exceeding the Redemption
Price thereof (the "Purchase Price"). The Purchase Price may,
at the option of the Corporation be paid and satisfied in the
manner provided for in subsection (b)(ii) hereof, subject to
the provisions of section (a) hereof
(e) LIQUIDATION, DISSOLUTION OR WINDING UP. In the event of the
liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, the holders of the Seventh
Preferred shares shall be entitled to receive, subject to
section (a) hereof, and after the holders of First Preferred
shares, Third Preferred shares, Fourth Preferred shares, Fifth
Preferred shares and Sixth Preferred shares shall have
received such amounts as they are entitled to receive in the
event of the liquidation, dissolution or winding up of the
Corporation, but before any distribution of any part of the
assets of the Corporation among the holders of any other
shares of the Corporation, including without limitation the
Class A Common and Class B Common shares, an amount equal to
the Redemption Price for each issued and outstanding Seventh
Preferred share plus an amount equal to all dividends declared
thereon and unpaid.
(f) NO VOTING RIGHTS; NOTICE OF MEETINGS. The holders of the
Seventh Preferred shares shall not, as such, have any voting
rights for the election of directors or, subject to any voting
rights accorded them pursuant to the provisions of the
Business Corporation Act (Ontario), as the same may from time
to time be amended or any successor legislation, for any other
purpose, nor shall they be entitled to attend shareholders'
meetings except for the purpose of exercising any voting
rights accorded to them pursuant to the provisions of the
Business Corporations Act (Ontario), as amended from time to
time, or any successor legislation; holders of the Seventh
Preferred shares shall, however, be entitled to notice of
le.
- 5 -
any meeting of shareholders called for the purpose of
authorizing the dissolution of the Corporation or the sale,
lease or exchange of all or substantially all of the property
of the Corporation other than in the ordinary course of
business.
(g) PRICE ADJUSTMENT.
(i) If at any time and from time to time when any Seventh
Preferred shares are issued and outstanding either: (a) Canada
Customs and Revenue Agency determines and all of the holders
of the issued and outstanding Seventh Preferred shares concur
in such determination; or (b) the Corporation and the holders
of the Seventh Preferred shares determine; that the aggregate
fair market value of all property transferred or sold to the
Corporation in exchange for Seventh Preferred shares (the
"Acquired Property") is greater or less than the aggregate of
the Redemption Price of all Seventh Preferred shares issued in
connection with the acquisition of the Acquired Property (and,
for greater certainty, an adjustment to the purchase price of
the Acquired Property pursuant to the agreement of purchase
and sale between the Corporation and the holders of the
Seventh Preferred shares from which the Corporation acquired
the Acquired Property to the extent pursuant to the terms of
such agreement is to be satisfied in accordance with this
subsection shall constitute such a determination by the
Corporation and the holders of the Seventh Preferred shares),
then the resultant deficiency or excess in the aggregate of
the Redemption Price of all Seventh Preferred shares issued in
connection with the acquisition of the Acquired Property shall
be divided by the aggregate number of Seventh Preferred shares
issued in connection with the acquisition of the Acquired
Property and the Redemption Price shall be increased or
decreased accordingly. For greater certainty, multiple
adjustments to the Redemption Price are permitted under this
subsection and all such adjustments shall be cumulative.
(ii) In the event that none or only some (but not all) of the
Seventh Preferred shares issued in connection with the
acquisition of the Acquired Property are issued and
outstanding and the Redemption Price is increased or decreased
pursuant to subsection (g)(i) hereof then the amount of the
increase or decrease in the aggregate fair market value of the
Acquired Property, less the aggregate of the adjustments to
the Redemption Price of the Seventh Preferred shares, if any,
then issued and outstanding arising as a consequence of such
determination, shall be, in the case of an excess, a debt of
the Corporation payable to the holder of such Seventh
Preferred shares and in the case of a deficiency, a debt of
the holder payable to the Corporation, in either case on
demand, bearing interest at Prime plus two percent (2%) per
annum, calculated and payable monthly in arrears on the last
day of each month, provided that the balance of any interest
accrued and unpaid to the date on which the principal amount
is paid shall be due and payable on such date and that any
interest not paid on its due date shall itself bear interest
at the above rate, compounded monthly.
(iii) Notwithstanding the foregoing, in the event that the Seventh
Preferred shares, or any of them, shall have been redeemed for
a Redemption Price paid by means of a promissory note issued
by the Corporation or assigned and transferred by the
Corporation (as provided in subsection (b)(ii) hereof)
containing provisions adjusting the principal amount thereof
downwards by an amount equal to the amount of such deficiency
or upwards by an amount equal to the amount of such excess,
then in such event, such adjustment provision shall be deemed
to satisfy in full the adjustment of the applicable purchase
price and the debt payable by the Corporation to the holder or
the holder to the Corporation as the case may be, hereinbefore
provided.
2.
5. The amendment has been duly authorized as required by Sections 168 & 170 (as
applicable) of the Business Corporations Act.
La modification a ete dument autorisee conformement aux articles 168 et 170
(selon le cas) de la Loi sur les societes par actions.
6. The resolution authorizing the amendment was approved by the
shareholders/directors (as applicable) of the corporation on
La actionnaires ou les administrateurs (selon le cas) de la societe on
approuve la resolution autorisant la modification le
2001/12/13
-----------------------------------------------------------------------------
(Year, Month, Day)
(annee, mois, jour)
These articles are signed in duplicate.
Les presents statuts sont signes en double exemplaire.
ROGERS CABLE INC.
-------------------------------------------
(Name of Corporation)
(Denomination sociale de la societe)
By/Par: /s/ M. Lorraine Daly Vice President, Treasurer
---------------------------------------------------------
M. Lorraine Daly
(Signature) (Description of Office)
(Signature) (Foncion)
By/Par: /s/ Daphne Evans Assistant Secretary
---------------------------------------------------------
Daphne Evans
(Signature)
(Signature)
1.
ONTARIO CORPORATION NUMBER
NUMERO DE LA SOCIETE EN ONTARIO
1215983
FOR MINISTRY USE ONLY
A L'USAGE EXCLUSIF DU MINISTERE
[LOGO] Ministry of Ministere des
Consumer and Services aux consommateurs
Business Services et aux entreprises
CERTIFICATE CERTIFICAT
This is to certify that these Ceci certifie que les presents
articles are effective on statuts entrent en vigueur le
JULY 23 JUILLET, 2002
- -------------------------------------------------------------
/s/ [ILLEGIBLE]
Director/Directrice
Business Corporations Act/Loi sur les societes par actions
- --------------------------------------------------------------------------------
ARTICLES OF AMENDMENT
STATUTS DE MODIFICATION
FORM 3 1. The present name of the corporation is:
BUSINESS Denomination sociale actuelle de la societe:
CORPORATIONS
ACT ROGERS CABLE INC.
--------------------------------------------------------------
FORMULE 3
LOI
SUR LES
SOCIETES PAR 2. The name of the corporation is changed to (if applicable):
ACTIONS Nouvelle denomination sociale de la societe (s'il y a lieu):
--------------------------------------------------------------
3. Date of incorporation/amalgamation:
Date de la constitution ou de la fusion:
1997/01/01
--------------------------------------------------------------
(YEAR, MONTH, DAY)
(ANNEE, MOIS, JOUR)
4. The articles of the corporation are amended as follows:
Les statuts de la societe sont modifies de la facon suivante:
(a) to increase the authorized capital of the Corporation by
creating an unlimited number of a class of shares to be
designated Eighth Preferred shares;
(b) by providing that the Eighth Preferred shares shall have
attached thereto the rights, privileges, restrictions and
conditions set out in Exhibit "A" annexed hereto; and
(c) by declaring that, after giving effect to the foregoing,
the Corporation is authorized to issue an unlimited number of
Class A Common shares, an unlimited number of Class B Common
shares, 100,000,000 Class B Preferred shares, an unlimited
number of First Preferred shares, an unlimited number of Third
Preferred shares, an unlimited number of Fourth Preferred
shares, an unlimited number of Fifth Preferred shares, an
unlimited number of Sixth Preferred shares, an unlimited
number of Seventh Preferred shares and an unlimited number of
Eighth Preferred shares.
1a
EXHIBIT "A"
EIGHTH PREFERRED SHARES
The Eighth Preferred shares shall have attached thereto, as a class, the
following rights, privileges, restrictions and conditions:
(a) RANKING. The Eighth Preferred shares shall rank, with respect to both
dividends and return of capital in the event of liquidation, dissolution
or winding up of the Corporation, junior to the First Preferred shares,
the Third Preferred shares, the Fourth Preferred shares, the Fifth
Preferred shares, the Sixth Preferred shares and the Seventh Preferred
shares and in priority to all other shares of the Corporation, including
without limitation, the Class A Common and Class B Common shares, but
shall not confer any further right to participate in the profits or assets
of the Corporation. The rights, privileges, restrictions and conditions
attaching to the Eighth Preferred shares shall be deemed to include and
incorporate by reference such provisions (including, without limitation,
the subordination provisions) as are necessary to constitute the Eighth
Preferred shares "Excluded Securities" for the purposes of the:
(A) Second Amended and Restated Loan Agreement dated as of January
31, 2002 among the Corporation, The Toronto-Dominion Bank, as
Administration Agent and the Lenders named therein;
(B) Indenture dated as of August 1, 1992 among Rogers Cablesystems
Limited ("RCAB") (now the Corporation), Rogers Cable T.V.
Limited ("RCTV") (now the Corporation), Rogers Ottawa
Limited/Limitee ("ROL") and Chemical Bank (now JPMorgan Chase
Bank), re US $250,000,000 9 5/8% Senior Secured Priority Notes
due 2002;
(C) Indenture dated as of September 1, 1992 among RCAB (now the
Corporation), RCTV (now the Corporation), ROL and Chemical
Bank (now JPMorgan Chase Bank), re US $200,000,000 10 1/8%
Senior Secured Second Priority Debentures due 2012;
(D) Indenture dated as of January 15, 1994 among RCAB (now the
Corporation), RCTV (now the Corporation), ROL and Chemical
Bank (now JPMorgan Chase Bank), re Cdn. $300,000,000 9.65%
Senior Secured Second Priority Debentures due 2014;
(E) Indenture dated as of March 20, 1995 among RCAB (now the
Corporation), various Restricted Subsidiaries and Chemical
Bank (now JPMorgan Chase Bank), re US $450,000,000 10% Series
B Senior Secured Second Priority Notes due 2005;
(F) Indenture dated as of November 30, 1995 among RCAB (now the
Corporation), various Restricted Subsidiaries and Chemical
Bank (now JPMorgan Chase Bank), re US $150,000,000 10% Senior
Secured Second Priority Debentures due 2007;
(G) Indenture dated as of November 30, 1995 among RCAB (now the
Corporation), various Restricted Subsidiaries and Chemical
Bank (now JPMorgan Chase Bank), re US $125,000,000 11% Senior
Subordinated Guaranteed Debentures due 2015;
1b
Page 2
(H) Indenture dated as of February 5, 2002 among the Corporation
and CIBC Mellon Trust Company, re Cdn $450,000,000 7.60%
Senior (Secured) Second Priority Notes due 2007;
(I) Indenture dated as of April 30, 2002 among the Corporation and
JPMorgan Chase Bank, re US $350,000,000 7.875% Senior
(Secured) Second Priority Notes due 2012;
(J) Indenture dated as of April 30, 2002 among the Corporation and
JPMorgan Chase Bank, re US $200,000,000 8.750% Senior
(Secured) Second Priority Debentures due 2032; and
(K) such other loan agreements, indentures, deeds of trust or
other financing instruments to which the Corporation (or any
successor) is from time to time a party as contain
substantially similar provisions as the foregoing financing
instruments related to "Excluded Securities",
(collectively, all such documents, as they may be amended from time
to time, are hereinafter referred to as the "Financing Indentures").
For greater certainty, no distribution of money or property shall be
made on, or in connection with, the Eighth Preferred shares
(including, without limitation, distributions made by the payment of
dividends or payments made in connection with the purchase for
cancellation of Eighth Preferred shares or payments made on the
liquidation, dissolution, or winding up of the Corporation) unless
such a distribution is permitted to be made on or by means of
Excluded Securities under the provisions of the Financing
Indentures. Any promissory notes issued to satisfy any dividend,
purchase for cancellation or other distribution amount made in
respect of any of the Eighth Preferred shares shall, notwithstanding
anything to the contrary contained herein, be deemed to include and
incorporate by reference such provisions (including, without
limitation, the subordination provisions) as are necessary to
constitute such promissory notes Excluded Securities for the
purposes of the Financing Indentures. Until all indebtedness under
the Financing Indentures has been fully paid or the payment thereof
has been duly provided for, such promissory note shall not be
assignable or negotiable by the holder except to the extent and in
the manner contemplated by the applicable provisions contained in
the Financing Indentures relating to Excluded Securities.
(b) REDEMPTION PRIVILEGE.
(i) REDEMPTION PRICE. Subject to any adjustment pursuant to section (g)
hereof, the "Redemption Price" in respect of each Eighth Preferred
share shall be an amount equal to the fair market value of all of
the consideration for which Eighth Preferred shares are issued as at
the time such Eighth Preferred shares are issued, as determined by
the directors of the Corporation, divided by the number of Eighth
Preferred shares so issued.
(ii) REDEMPTION RIGHT. Subject to the provisions of the Business
Corporations Act (Ontario), as mended from time to time, or any
successor legislation, the Corporation may, upon giving notice or
upon notice being waived as hereinafter provided, redeem the whole
or any part of the Eighth Preferred shares on payment for each such
share to be redeemed of the Redemption Price therefor.
(iii) PAYMENT OF REDEMPTION PRICE BY PROMISSORY NOTE OR BY CLASS B DEPOSIT
RECEIPTS OF AT&T CANADA INC. The aggregate Redemption Price of all
Eighth
1c
Page 3
Preferred shares of a holder which are redeemed may, at the option
of the Corporation, be paid and satisfied in whole or in part: (1)
by the issuance to the holder by the Corporation of a promissory
note for a principal sum equal to the Redemption Price, or such part
thereof as is to be satisfied by the promissory note, which, subject
to section (a) above, is payable on demand, provides for interest on
the unpaid balance at a rate equal to the annual rate established by
The Toronto-Dominion Bank at its head office in Toronto, Ontario
from time to time as being its reference rate of interest used by it
to determine the rates of interest it will charge for loans made in
Canada in Canadian dollars to its preferred commercial customers
(hereinafter referred to as "Prime"), plus six percent (6%) per
annum, which interest will commence on the day following the date of
issuance of such promissory note and will be calculated and payable
monthly in arrears on the last date of each month, provided that the
balance of any interest accrued and unpaid to the date on which the
principal amount is paid shall be due and payable on such date and
that any interest not paid on its due date shall itself bear
interest at the above rate, compounded monthly and, subject to
section (a) above, entitles the Corporation to prepay the whole or
any part of the unpaid principal under such promissory note, upon
payment of interest accrued on the unpaid principal balance to the
date of payment; or (2) by the assignment or endorsement in favour
of the holder of a promissory note made by an affiliate (as such
term is defined in the Business Corporations Act (Ontario), as
amended from time to time, or any successor legislation) for a
principal sum or for a portion of the principal sum equal to the
aggregate Redemption Price, or such part thereof as is to be
satisfied by the promissory note, which is payable on demand and
which the board of directors of the Corporation in its discretion
has determined has a value not less than the aggregate Redemption
Price, or such part thereof as is to be satisfied by the promissory
note of the affiliate, which might be issued under clause (1) of
this subsection (b)(iii); or (3) by the transfer by the Corporation
to the holder of a portion of the Class B Deposit Receipts of AT&T
Canada Inc. (the "Deposit Receipts") transferred to the Corporation
in connection with the issuance of Eighth Preferred shares, equal to
the portion of such Eighth Preferred shares which are to be
redeemed.
(iv) PARTIAL REDEMPTION. In case a part only of the then outstanding
Eighth Preferred shares is at any time to be redeemed, the shares so
to be redeemed shall be selected in such manner as the directors in
their discretion shall decide and need not be redeemed pro rata or
selected by lot and the directors may make such adjustments as may
be necessary to avoid the redemption of fractional parts of shares.
(v) NOTICE OF REDEMPTION AND RIGHTS OF HOLDERS. The Corporation shall,
on or before the date specified for redemption, send to each person
who at the date of sending is a registered holder of Eighth
Preferred shares to be redeemed a notice in writing of the intention
of the Corporation to redeem such Eighth Preferred shares, or
alternatively, notice may be waived or the time for sending of the
notice may be waived at any time with the consent in writing of
holders of such Eighth Preferred shares to be redeemed. Notice may
be mailed in a prepaid envelope addressed to each such shareholder
at his address as it appears on the records of the Corporation or
its transfer agent, or alternatively, such notice may be delivered
personally to such shareholder; provided, however, that accidental
failure to give any such notice to one or more of such shareholders
shall not affect the validity of the redemption. Such notice shall
set out the amount determined by the directors of the Corporation as
the aggregate Redemption Price of the Eighth Preferred shares so
redeemed and the date of redemption. If notice of any such
redemption be given by the Corporation or waived in the manner
aforesaid and an amount sufficient to redeem the shares has
1d
Page 4
been paid (whether in cash or by promissory note or by the transfer
of the Deposit Receipts as above provided) to the holder of the
Eighth Preferred shares to be redeemed or deposited with any trust
corporation or chartered bank in Canada, on or before the date fixed
for redemption, the holder thereof shall thereafter have no rights
against the Corporation in respect thereof except, upon the
surrender of certificates for such shares, to receive payment
therefor and except to receive any dividends declared and payable on
or before the redemption date but unpaid. If the Eighth Preferred
shares are redeemed on the redemption date then from and after the
redemption date such shares shall cease to be entitled to dividends,
(except for any accrued and unpaid dividends on such shares) and the
holders thereof shall not be entitled to exercise any of the rights
of holders of Eighth Preferred shares in respect thereof unless
payment of the Redemption Price is not made on the redemption date,
in which event the rights of the holders of the said shares shall
remain unaffected.
(c) CUMULATIVE DIVIDENDS. The holders of the Eighth Preferred shares shall, in
each fiscal year of the Corporation, subject to section (a) hereof and to
the payment of all accrued dividends on the First Preferred shares, the
Third Preferred shares, the Fourth Preferred shares, the Fifth Preferred
shares, the Sixth Preferred shares and the Seventh Preferred shares, but
always in preference and priority to any payment of dividends on any other
shares of the Corporation for such year, including without limitation, the
Class A Common and Class B Common shares, be entitled to receive, subject
to the provisions of the Business Corporations Act (Ontario), as amended
from time to time, or any successor legislation, fixed, cumulative cash
dividends at the rate of eight percent (8%) per annum of the Redemption
Price for such shares payable quarterly on the first day following the
last day in the month of each of March, June, September and December,
other than a Saturday or a Sunday, on which the main branch of The
Toronto-Dominion Bank in Toronto, Ontario is open for business (each an
"Established Dividend Payment Date"). Alternatively, if the directors so
determine dividends shall be payable on any day (an "Alternate Dividend
Payment Date") following the immediately preceding Established Dividend
Payment Date and before the next Established Dividend Payment Date. An
Established Dividend Payment Date and an Alternate Dividend Payment Date
are each hereinafter referred to as a "Dividend Payment Date". Dividends
on the Eighth Preferred shares shall accrue on a daily basis from the day
following the date of issuance. If on any Dividend Payment Date the
dividend payable on such date is not paid in full on all of the Eighth
Preferred shares then issued and outstanding, such dividend or the unpaid
part thereof shall be paid on the fist date thereafter on which the
Corporation shall have sufficient moneys properly applicable to the
payment of same. The holders of the Eighth Preferred shares shall not be
entitled to any dividend other than or in excess of the cumulative
dividends at the rate hereinbefore provided for. If the Redemption Price
is increased or decreased pursuant to section (g) hereof at any time after
any dividends have been declared and paid or set aside for payment on the
Eighth Preferred shares, the dividend rate applicable during the period
prior to such increase or decrease in the Redemption Price in respect of
which the dividends were paid or set aside for payment shall be deemed
decreased or increased accordingly, and neither a registered holder of
Eighth Preferred shares nor the Corporation shall have a claim against the
other for either under or overpayment of dividends resulting from an
increase or decrease in the Redemption Price.
The Corporation shall not redeem or purchase for cancellation any Eighth
Preferred shares then outstanding unless all dividends accrued on the
Eighth Preferred shares up to the date of redemption or purchase have been
paid.
The Corporation shall not call for redemption or redeem or purchase for
cancellation or make any capital distribution in respect of or otherwise
pay off or retire any shares of the Corporation ranking on a parity with
or junior to the Eighth Preferred shares unless all
1e
Page 5
dividends on the Eighth Preferred shares up to and including the dividend
payable on the immediately preceding Dividend Payment Date shall have been
declared and paid or set aside for payment at the date of such call for
redemption, redemption, purchase, distribution, retirement or other
payment off.
(d) PURCHASE BY THE CORPORATION. The Corporation shall have the right at its
option at any time and from time to time to purchase the whole or any part
of the Eighth Preferred shares at the lowest price at which, in the
opinion of the directors, such shares are obtainable but not exceeding the
Redemption Price thereof (the "Purchase Price"). The Purchase Price may,
at the option of the Corporation be paid and satisfied in the manner
provided for in subsection (b)(iii) hereof.
(e) LIQUIDATION, DISSOLUTION OR WINDING UP. In the event of the liquidation,
dissolution or winding up of the Corporation, whether voluntary or
involuntary, the holders of the Eighth Preferred shares shall be entitled
to receive, subject to section (a) hereof, and after the holders of First
Preferred shares, Third Preferred shares, Fourth Preferred shares, Fifth
Preferred shares, Sixth Preferred shares and Seventh Preferred shares
shall have received such amounts as they are entitled to receive in the
event of the liquidation, dissolution or winding up of the Corporation,
but before any distribution of any part of the assets of the Corporation
among the holders of any other shares of the Corporation, including
without limitation the Class A Common and Class B Common shares, an amount
equal to the Redemption Price for each issued and outstanding Eighth
Preferred share plus an amount equal to the accrued and unpaid dividends
thereon.
(f) NO VOTING RIGHTS; NOTICE OF MEETINGS. The holders of the Eighth Preferred
shares shall not, as such, have any voting rights for the election of
directors or, subject to any voting rights accorded them pursuant to the
provisions of the Business Corporations Act (Ontario), as the same may
from time to time be amended or any successor legislation, for any other
purpose, nor shall they be entitled to attend shareholders' meetings
except for the purpose of exercising any voting rights accorded to them
pursuant to the provisions of the Business Corporations Act (Ontario), as
amended from time to time, or any successor legislation; holders of the
Eighth Preferred shares shall, however, be entitled to notice of any
meeting of shareholders called for the purpose of authorizing the
dissolution of the Corporation or the sale, lease or exchange of all or
substantially all of the property of the Corporation other than in the
ordinary course of business.
(g) PRICE ADJUSTMENT.
(i) If at any time and from time to time when any Eighth Preferred
shares are issued and outstanding either: (a) Canada Customs and
Revenue Agency determines and the directors of the Corporation and
all of the holders of the issued and outstanding Eighth Preferred
shares concur in such determination; or (b) the Corporation, the
directors of the Corporation and the holders of the Eighth Preferred
shares determine; that the aggregate fair market value of all
property transferred or sold to the Corporation in exchange for
Eighth Preferred shares (the "Acquired Property") is greater or less
than the fair market value of the Acquired Property as determined by
the board of directors at the time of the acquisition of the
Acquired Property as contemplated by subsection (b)(i) hereof; or as
most recently redetermined under this section (g) then the resultant
excess or deficiency, as the case may be, shall be divided by the
aggregate number of Eighth Preferred shares issued in connection
with the acquisition of the Acquired Property and the Redemption
Price shall be increased or decreased accordingly. For greater
certainty, multiple adjustments to
1f
Page 6
the Redemption Price are permitted under this subsection and all
such adjustments shall be cumulative.
(ii) In the event that none or only some (but not all) of the Eighth
Preferred shares issued in connection with the acquisition of the
Acquired Property are issued and outstanding and the Redemption
Price is increased or decreased pursuant to subsection (g)(i) hereof
then the amount of the increase or decrease in the aggregate fair
market value of the Acquired Property, less the aggregate of the
adjustments to the Redemption Price of the Eighth Preferred shares,
if any, then issued and outstanding arising as a consequence of such
determination, shall be, in the case of an excess, a debt of the
Corporation payable to the holder of such Eighth Preferred shares
and in the case of a deficiency, a debt of the holder payable to the
Corporation, in either case on demand, bearing interest at Prime
plus six percent (6%) per annum, calculated and payable monthly in
arrears on the last day of each month, provided that the balance of
any interest accrued and unpaid to the date on which the principal
amount is paid shall be due and payable on such date and that any
interest not paid on its due date shall itself bear interest at the
above rate, compounded monthly.
(iii) Notwithstanding subsection (g)(ii), in the event that the Redemption
Price for any Eighth Preferred shares redeemed shall have been
satisfied by means of a promissory note issued by the Corporation or
assigned and transferred by the Corporation (as provided in
subsection b)(iii) hereof) providing for the adjustment of the
principal amount thereof downwards by an amount equal to the amount
of the deficiency or upwards by an amount equal to the amount of the
excess, then in such event, the note as adjusted shall be deemed to
satisfy in full the adjustment of the applicable purchase price and
the debt payable by the Corporation to the holder or the holder to
the Corporation as the case may be, hereinbefore provided in
subsection (g)(ii) hereof.
(iv) Each time a change is made to the Redemption Price pursuant to this
section (g), a certificate of an officer of the Corporation, stating
such new Redemption Price, shall be prepared and inserted in the
minute book of the Corporation.
2.
5. The amendment has been duly authorized as required by Sections 168 & 170
(as applicable) of the Business Corporations Act.
La modification a ete dument autorisee conformement aux articles 168 et 170
(selon le cas) de la Loi sur les societes par actions.
6. The resolution authorizing the amendment was approved by the
shareholders/directors (as applicable) of the corporation on
La actionnaires ou les administrateurs (selon le cas) de la societe on
approuve la resolution autorisant la modification le
2002/07/19
----------------------------------------------------------
(Year, Month, Day)
(annee, mois, jour)
These articles are signed in duplicate.
Les presents status sont signes en double exemplaire.
ROGERS CABLE INC.
-----------------------------------
(Name of Corporation)
(Denomination sociale de la societe)
E. JENNIFER WARREN
By/Par: /s/ E. Jennifer Warren VP, ASSISTANT GENERAL COUNSEL
-----------------------------------------------------------
(Signature) (Description of Office)
(Signature) (Fonction)
M. LORRAINE DALY
By/Par: /s/ M. Lorraine Daly VICE PRESIDENT, TREASURER
-----------------------------------------------------------