Exhibit 4.7
THIS FIRST SUPPLEMENTAL DEED OF TRUST AND MORTGAGE is dated as
of December 31, 2003
A M O N G:
ROGERS CABLE INC., a subsisting corporation under the laws of
the Province of Ontario (hereinafter called "Rogers Cable")
- and -
ROGERS CABLE COMMUNICATIONS INC., a subsisting corporation
under the laws of the Province of Ontario and a wholly-owned
subsidiary of the Company (hereinafter called "RCCI")
- and -
NATIONAL TRUST COMPANY, a subsisting trust company under the
laws of Ontario (hereinafter called the "Trustee")
WHEREAS Rogers Cable and the Trustee are parties to a restated
deed of trust and mortgage dated as of January 31, 1995 (the "Trust Deed")
pursuant to which provision was made for the issue and securing of Bonds of the
Rogers Cable;
AND WHEREAS RCCI was, among others, designated pursuant to the
Trust Deed as a Designated Subsidiary;
AND WHEREAS in connection with a corporate restructuring,
Rogers Cable intends to transfer certain of its assets and liabilities
constituting substantially all of its assets and liabilities to RCCI (the
"Transfer") on December 31, 2003;
AND WHEREAS pursuant to Section 8.03(1) of the Trust Deed, in
connection with the Transfer, RCCI is required to execute and deliver to the
Trustee prior to or contemporaneously with such Transfer, such instruments as
are satisfactory to the Trustee and in the opinion of Counsel are necessary or
advisable to evidence the assumption by RCCI of all the covenants and
obligations of Rogers Cable under the Trust Deed and to preserve and protect the
Lien Hereof;
AND WHEREAS Rogers Cable, RCCI and the Trustee desire that,
following the Transfer, (i) Rogers Cable shall not be discharged from its
obligations and covenants under the Trust Deed and Bonds, but shall continue as
the Company for all purposes of the Trust Deed and the Bonds, (ii) RCCI is
assuming, by and under this First Supplemental Deed of Trust and
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Mortgage (the "Supplemental Trust Deed"), as a co-obligor on a joint and several
basis with Rogers Cable, all of the obligations of the Company under the Trust
Deed and the Bonds, and (iii) each of Rogers Cable and RCCI shall be the Company
for the purposes of the Trust Deed, except as noted below;
AND WHEREAS Section 8.01 of the Trust Deed provides that the
Company and the Trustee may execute and deliver deeds or instruments
supplemental to the Trust Deed, to, among other things, evidence the succession
of another company to the Company and the assumption by such successor of the
covenants of and the obligations assumed by the Company, or for any other
purposes not inconsistent with the terms of the Trust Deed, provided, in the
latter case, in the opinion of the Trustee the rights of the Trustee or the
Bondholders are in no way prejudiced thereby;
AND WHEREAS all necessary resolutions have been passed by the
directors of Rogers Cable and RCCI and all things necessary have been done and
performed to authorize the execution and delivery of this Supplemental Trust
Deed;
AND WHEREAS the foregoing recitals are made as representations
and statements of fact by Rogers Cable and RCCI and not by the Trustee;
AND WHEREAS this agreement is to be executed and delivered by
the parties hereto by way of supplement to the Trust Deed in order to provide
for the amendment and supplement of the Trust Deed as hereinafter provided;
NOW THEREFORE THIS FIRST SUPPLEMENTAL DEED OF TRUST AND
MORTGAGE WITNESSETH and it is hereby covenanted, agreed and declared as follows:
ARTICLE 1
INTERPRETATION
Section 1.01 To be read with Trust Deed. This Supplemental Trust Deed is a
supplement to the Trust Deed, and the Trust Deed and this Supplemental Trust
Deed shall hereafter be read together and shall have effect as if all the
provisions thereof and hereof were contained in one instrument.
Section 1.02 Capitalized Terms. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Trust Deed.
Section 1.03 Effect of Headings. The division of this Supplemental Trust Deed
into Articles, Sections and Subsections and the insertion of headings are for
convenience of reference only and shall not affect the construction or
interpretation of this Supplemental Trust Deed.
ARTICLE 2
AMENDMENTS TO THE TRUST DEED
Section 2.01 Assumption by RCCI. RCCI hereby assumes, as a co-obligor on a joint
and several basis with Rogers Cable, all of the Company's covenants and
obligations under the Trust
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Deed, including without limitation obligations for the due and punctual payment
of the principal of, premium, if any, and interest on all Bonds issued or to be
issued pursuant to the Trust Deed.
Section 2.02 Rogers Cable Not Discharged. Rogers Cable agrees that the Transfer
and assumption by RCCI of obligations under the Trust Deed and the Bonds shall
in no way discharge Rogers Cable from any liability under the Trust Deed and the
Bonds.
Section 2.03 No Issuance of Bonds by RCCI. Notwithstanding the foregoing
assumption, RCCI shall not be permitted to issue Bonds. Bonds shall be issued in
the name of, certified, executed and delivered solely by Rogers Cable. Bonds may
not be issued to secure a debt, liability or other obligation which is
separately incurred by RCCI. Notwithstanding that the Bonds are issued only in
the name of Rogers Cable, in accordance with Section 2.01 hereof, RCCI shall
nonetheless be obligated jointly and severally with Rogers Cable in respect
thereof.
Section 2.04 References to the "Company". Subject to Section 2.03 hereof,
following the Transfer, all references to the "Company" in the Trust Deed shall
be deemed to be a reference to each of Rogers Cable and RCCI, as co-obligors on
a joint and several basis, provided that (i) where the context requires that a
references to the "Company" refer to a single entity only, such reference shall
be deemed to be to Rogers Cable only, and (ii) all references to the actions of
the Board or officers of the "Company" shall be deemed to be references to the
Board or such officer of Rogers Cable.
Section 2.05 Designated Subsidiary Status. Notwithstanding the direct assumption
by RCCI of obligations under the Trust Deed, RCCI shall also continue to be
treated as a Designated Subsidiary for the purposes of the Trust Deed. For
greater certainty, it is acknowledged that the outstanding shares in the capital
of RCCI owned by Rogers Cable are Pledged Shares.
Section 2.06 Amended Guarantee and Guarantee Security of RCCI. The Guarantee
Agreement and Guarantee Security delivered to the Trustee by RCCI in its
capacity as a Designated Subsidiary shall be amended simultaneously with the
execution of this Supplemental Trust Deed to reflect the assumption of
obligations by RCCI hereunder and RCCI shall deliver to the Trustee,
contemporaneously with the execution of this Supplemental Trust Deed, an amended
Guarantee Agreement and amended Guarantee Security in the forms attached as the
First Exhibit and the Second Exhibit, respectively, to this Supplemental Trust
Deed.
Section 2.07 Notices. The address of Rogers Cable and of RCCI for the purposes
of Section 11.02 of the Trust Deed is:
333 Bloor Street East, 10th Floor
Toronto, Ontario, Canada
M4W 1G9
Attention: Vice-President, Treasurer
Fax: 416-935-3598
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With a copy, in each case, to the Vice-President, General
Counsel and Secretary of Rogers Cable or RCCI, as the case may
be, at the address noted above, Fax: 416-935-3548.
ARTICLE 3
MISCELLANEOUS
Section 3.01 Trust Deed Remains in Full Force and Effect. Except as supplemented
or amended hereby, all other provisions in the Trust Deed and the Bonds, to the
extent not inconsistent with the terms and provisions of this Supplemental Trust
Deed, shall remain in full force and effect.
Section 3.02 Successors. All covenants and agreements in this Supplemental Trust
Deed by RCCI and the Company shall be binding upon and accrue to the benefit of
their respective successors. All covenants and agreements in this Supplemental
Trust Deed by the Trustee shall be binding upon and accrue to the benefit of its
successors.
Section 3.03 Acceptance of Trust: The Trustee hereby accepts the trusts in this
Supplemental Trust Deed declared and provided for and agrees to perform the same
upon the terms and conditions and subject to the provisions set forth in the
Trust Deed.
Section 3.04 Counterparts and Formal Date: This Supplemental Trust Deed may be
executed in several counterparts, each of which when so executed shall be deemed
to be an original, and such counterparts together shall constitute one and the
same instrument and notwithstanding their date of execution shall be deemed to
bear date as of December 31, 2003.
IN WITNESS WHEREOF the parties hereto have caused this First
Supplemental Deed of Trust and Mortgage to be duly executed, all as of the date
first above written.
ROGERS CABLE INC.
By: /s/ M. Lorraine Daly
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Name: M. Lorraine Daly
Title: Vice-President, Treasurer
By: /s/ Alan D. Horn
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Name: Alan D. Horn
Title: Vice-President
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ROGERS CABLE COMMUNICATIONS INC.
By: /s/ M. Lorraine Daly
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Name: M. Lorraine Daly
Title: Vice-President, Treasurer
By: /s/ Alan D. Horn
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Name: Alan D. Horn
Title: Vice-President
NATIONAL TRUST COMPANY, AS TRUSTEE
By: /s/ Geralyn Krowles
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Name: Geralyn Krowles
Title: Authorized Signatory
By: /s/ Charandeep Minhas
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Name: Charandeep Minhas
Title: