EXHIBIT 4.14
RESTATED U.S.$ SENIOR SECURED BOND
ROGERS CABLE INC.
(incorporated under the laws of Ontario)
No. 10 U.S.$560,000,000
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.$560,000,000 (FIVE HUNDRED AND SIXTY MILLION DOLLARS), in lawful money of
the United States of America, and to pay interest thereon in accordance with the
provisions of the Trust Deed hereinafter referred to at the same place and in
like money from the date hereof, at 30% per annum, as well after as before
default and judgment with interest on any such interest overdue at the same rate
in like money at the same place and money at the same place and month on the
same dates.
This Senior Secured Bond is one of a duly authorized issue of U.S.$ 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.
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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 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, N.A., as trustee, in connection with the issue by the
Company of U.S.$280,000,000 aggregate principal amount of 6.75% Senior (Secured)
Second Priority Notes due 2015.
IN WITNESS WHEREOF the Company has caused this Senior Secured Bond to be
signed by its duly authorized officers as of the 30th day of November, 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: /s/ Geralyn Krowles
------------------------------------
Authorized Signing Officer
(Form of Registration Panel)
(No writing hereon except by the Trustee or other Registrar)
DATE OF IN WHOSE NAME TRUSTEE OR
REGISTRATION REGISTERED REGISTRAR
November , 2004 JPMorgan Chase Bank, N.A., /s/ Geralyn Krowles
as trustee
PAYMENTS ON ACCOUNT OF PRINCIPAL
BALANCE OF
PRINCIPAL AUTHORIZED
DATE AMOUNT PAID AMOUNT PAID SIGNATURE