Exhibit 4.8
RESTATED U.S.$ SENIOR SECURED BOND
ROGERS CABLE INC.
(incorporated under the laws of Ontario)
No. 9 U.S.$700,000,000
UNITED STATES DOLLAR BOND
ROGERS CABLE INC. (hereinafter called the "Company") for value
received hereby promises to pay to the registered holder hereof on demand and on
presentation and surrender of this Senior Secured Bond at the principal office
of the Trustee (defined below) in the City of Toronto, Ontario, Canada, the sum
of U.S.$700,000,000 (SEVEN HUNDRED MILLION DOLLARS), in lawful money of the
United States of America, and to pay interest thereon in accordance with the
provisions of the Trust Deed hereinafter referred to at the same place and in
like money from the date hereof, at 30% per annum, as well after as before
default and judgment with interest on any such interest overdue at the same rate
in like money at the same place and money at the same place and month on the
same dates.
This Senior Secured Bond is one of a duly authorized issue of U.S.$
Senior Secured Bonds, issued and is to be issued under a restated deed of trust
and mortgage (herein called the "Trust Deed"), made as of the 31st day of
January, 1995, between Rogers Cablesystems Limited (now the Company) and
National Trust Company, as trustee (the "Trustee"), as supplemented by a first
supplemental deed of trust and mortgage, dated as of December 31, 2003, among
the Company, Rogers Cable Communications Inc. ("RCCI") and the Trustee.
Reference is hereby made to the Trust Deed as to the nature and
extent of the security created thereby, the rights of the holders of the Senior
Secured Bonds issued and to be issued thereunder and of the Company, RCCI and of
the Trustee in respect thereof and the terms and conditions upon which the
Senior Secured Bonds are issued or may hereafter be issued, all to the same
effect as if the provisions of the Trust Deed were herein set forth, to all of
which provisions the holder of this Senior Secured Bond assents by acceptance
hereof. Without limitation of the foregoing, the holder hereby expressly
acknowledges that the Trustee is acting as trustee for the holders of the Senior
Secured Bonds and as trustee for the holders of the Deferred Payment Bonds (as
such term is defined in the Trust Deed), and the holder hereof expressly
consents to the Trustee acting in such capacities by acceptance of this Senior
Secured Bond.
The Trust Deed contains provisions making binding upon all holders
of Bonds outstanding thereunder resolutions passed by instruments in writing
signed by holders of outstanding Senior Secured Bonds.
The Trust Deed contains provisions restricting and limiting the
rights of a holder of a Related Corporation Bond (as such term is defined in the
Trust Deed) which is a Senior Secured Bond.
This Senior Secured Bond shall be transferable only in accordance
with the provisions of the Trust Deed. No transfer of this Senior Secured Bond
shall be valid unless made
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on the register kept by and at the principal office of the Trustee in the City
of Toronto pursuant to the provisions of the Trust Deed, by the registered
holder or his attorney duly appointed by instrument in writing in form and
execution satisfactory to the Trustee upon compliance with such reasonable
requirements as the Trustee may prescribe, or unless such transfer shall have
been duly noted hereon by the Trustee.
This Senior Secured Bond shall not become obligatory for any purpose
until certified by the Trustee for the time being under the Trust Deed.
This Senior Secured Bond is subject to the terms and conditions of a
pledge agreement, of even date herewith, entered into by the Company, RCCI and
JPMorgan Chase Bank, as trustee, in connection with the issue by the Company of
U.S.$350,000,000 aggregate principal amount of 5.500% Senior (Secured) Second
Priority Notes due 2014.
IN WITNESS WHEREOF the Company has caused this Senior Secured Bond
to be signed by its duly authorized officers as of the 12th day of March, 2004.
ROGERS CABLE INC.
By: /s/ M. Lorraine Daly
------------------------------------
Name: M. Lorraine Daly
Title: Vice-President, Treasurer
By: /s/ Alan D. Horn
------------------------------------
Name: Alan D. Horn
Title: Vice-President
TRUSTEE'S CERTIFICATE
This Senior Secured Bond is one of the Senior Secured Bonds referred
to in the Trust Deed within mentioned.
NATIONAL TRUST COMPANY,
as Trustee
By its agent, CIBC MELLON TRUST COMPANY
By:_______________________________________
Authorized Signing Officer
(Form of Registration Panel)
(No writing hereon except by the Trustee or other Registrar)
DATE OF REGISTRATION IN WHOSE NAME REGISTERED TRUSTEE OR REGISTRAR
March , 2004 JPMorgan Chase Bank,
as trustee
PAYMENTS ON ACCOUNT OF PRINCIPAL
BALANCE OF
PRINCIPAL AMOUNT AUTHORIZED
DATE AMOUNT PAID PAID SIGNATURE