EXHIBIT 4.17
THIS COUNTERPARTY AGREEMENT is made as of this 30th day of November, 2004.
R E C I T A L S:
A. Rogers Cable Inc. (the "Corporation") (formerly Rogers Cablesystems
Limited) has issued certain Senior Secured Bonds (as defined in the Deed
of Trust (defined below)) pursuant to a restated deed of trust and
mortgage (the "Deed of Trust"), dated as of January 31, 1995, between the
Corporation and National Trust Company, as trustee (the "Trustee") (which
restated an amended and restated trust deed, dated as of December 20,
1991, between the same parties), as supplemented by a first supplemental
deed of trust and mortgage (the "First Supplemental Deed"), dated as of
December 31, 2003, among the Corporation, Rogers Cable Communications Inc.
("RCCI") and the Trustee;
B. The holders of such Senior Secured Bonds and certain other lenders to the
Corporation named therein entered into an amended and restated
inter-creditor agreement (the "Restated Inter-Creditor Agreement") dated
as of August 1, 1992;
C. Certain holders (the "1992 Swap Bondholders") of a Senior Secured Bond
(individually, a "Swap Bond" or, collectively, the "Swap Bonds") issued to
secure (i) all cross currency interest rate exchange agreements or
interest rate exchange agreements entered into with the Corporation on or
prior to July 24, 1992 whether or not they are designated as entitled to
the benefit of a Swap Bond and (ii) certain cross currency interest rate
exchange agreements or interest rate exchange agreements entered into
after July 24, 1992 and which are designated in writing in such agreements
to be entitled to the benefit of the security of a Swap Bond have entered
into counterparty agreements to the Restated Inter-Creditor Agreement as
required by section 3.5 thereof;
D. JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank), as trustee (the
"1995 Note Trustee") for the holders of Series B Senior Secured Second
Priority Notes due 2005 issued by the Corporation pursuant to an
indenture, dated as of March 20, 1995, among the Corporation, Rogers
Cablesystems Ontario Limited ("RCOL"), Rogers Ottawa, Limited/Limitee
("ROL"), Rogers Cablesystems Georgian Bay Limited ("RCGB"), Rogers
Cablesystems North Bay Limited ("RCNB"), Rogers Cablesystems Huntsville
Limited ("RCHL"), Rogers Security Services Inc. ("RSS") and the 1995 Note
Trustee, as supplemented by a first supplemental indenture, dated as of
May 29, 1996, among Rogers Cablesystems Limited (now the Corporation),
ROL, RCOL, RCNB, RCHL, RCGB and Rogers Canguard Inc. (formerly RSS) and
the 1995 Note Trustee and a second supplemental indenture, dated as of
December 31, 2003, among the Corporation, RCCI, RCOL, ROL, RCGB and the
1995 Note Trustee, executed a counterparty agreement to the Restated
Inter-Creditor Agreement, dated March 20, 1995, as required by section 3.5
of the Restated Inter-Creditor Agreement;
E. CIBC Mellon Trust Company, as trustee (the "Canadian Trustee") for the
holders of Senior (Secured) Second Priority Notes due 2007 issued by the
Corporation pursuant to an indenture, dated as of February 5, 2002,
between the Corporation and the Canadian Trustee, as supplemented by a
first supplemental indenture, dated as of December 31, 2003, among the
Corporation, RCCI and the Canadian Trustee, executed a counterparty
agreement to the Restated Inter-Creditor Agreement, dated February 5,
2002, as required by section 3.5 of the Restated Inter-Creditor Agreement;
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F. JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank), as trustee (the
"2002 10-Year Note Trustee") for the holders of Senior (Secured) Second
Priority Notes due 2012 issued by the Corporation pursuant to an
indenture, dated as of April 30, 2002, between the Corporation and the
2002 10-Year Note Trustee, as supplemented by a first supplemental
indenture, dated as of December 31, 2003, among the Corporation, RCCI and
the 2002 10-Year Note Trustee, executed a counterparty agreement to the
Restated Inter-Creditor Agreement, dated as of April 30, 2002, as required
by section 3.5 of the Restated Inter-Creditor Agreement;
G. JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank), as trustee (the
"2002 30-Year Debenture Trustee") for the holders of Senior (Secured)
Second Priority Debentures due 2032 issued by the Corporation pursuant to
an indenture, dated as of April 30, 2002, between the Corporation and the
2002 30-Year Debenture Trustee, as supplemented by a first supplemental
indenture, dated as of December 31, 2003, among the Corporation, RCCI and
the 2002 30-Year Debenture Trustee, executed a counterparty agreement to
the Restated Inter-Creditor Agreement, dated as of April 30, 2002, as
required by section 3.5 of the Restated Inter-Creditor Agreement;
H. Bank of Montreal ("BMO") as holder of a Senior Secured Bond issued to
secure the obligations of the Corporation under certain present and future
cross-currency interest rate exchange agreements and/or any other foreign
exchange and/or interest hedging agreements, executed a counterparty
agreement to the Restated Inter-Creditor Agreement, dated June 10, 2002,
as required by section 3.5 of the Restated Inter-Creditor Agreement;
I. JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank), as trustee (the
"2003 Note Trustee") for the holders of Senior (Secured) Second Priority
Notes due 2013 issued by the Corporation pursuant to an indenture, dated
as of June 19, 2003, between the Corporation and the 2003 Note Trustee, as
supplemented by a first supplemental indenture, dated as of December 31,
2003, among the Corporation, RCCI and the 2003 Note Trustee, executed a
counterparty agreement to the Restated Inter-Creditor Agreement, dated as
of June 19, 2003, as required by section 3.5 of the Restated
Inter-Creditor Agreement;
J. Citibank Canada ("Citibank") as holder of a Senior Secured Bond issued to
secure the obligations of the Corporation under certain present and future
cross-currency interest rate exchange agreements and/or any other foreign
exchange and/or interest hedging agreements, executed a counterparty
agreement to the Restated Inter-Creditor Agreement, dated as of June 23,
2003, as required by section 3.5 of the Restated Inter-Creditor Agreement;
K. Pursuant to the First Supplemental Deed, RCCI became a co-obligor, jointly
and severally liable, with the Corporation in respect of the Corporation's
covenants and obligations in respect of the indentures described above and
the securities issued thereunder, and in respect of the Deed of Trust and
the bonds issued thereunder, and on December 31, 2003 RCCI executed a
counterparty agreement to the Restated Inter-Creditor Agreement in which
RCCI agreed to be bound by the terms of the Restated Inter-Creditor
Agreement on the same basis as, and jointly and severally with, the
Corporation;
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L. JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank), as trustee (the
"2004 10-Year Note Trustee") for holders of Senior (Secured) Priority
Notes due 2014 issued by the Corporation pursuant to an indenture, dated
as of March 11, 2004, between the Corporation and the 2004 10-Year Note
Trustee, executed a counterparty agreement to the Restated Inter-Creditor
Agreement, dated as of March 11, 2004, as required by section 3.5 of the
Restated Inter-Creditor Agreement;
M. The undersigned is a holder of a Senior Secured Bond (the "2015 Note Trust
Bond") issued to secure the obligations of the Corporation under (i) an
indenture (the "2015 Note Indenture"), of even date herewith, between the
Corporation and JPMorgan Chase Bank, N.A., as trustee (the "2015 Note
Trustee"), pursuant to which the Corporation intends to issue Senior
(Secured) Second Priority Notes due 2015 (the "2015 Notes") and (ii) the
2015 Notes;
N. As a condition of being issued the 2015 Note Trust Bond, the 2015 Note
Trustee agreed to enter into a counterparty agreement to the Restated
Inter-Creditor Agreement, as required by section 3.5 thereof; and
O. All capitalized terms not otherwise defined herein shall have the meanings
attributed thereto in the Restated Inter-Creditor Agreement.
NOW THEREFORE:
The undersigned, as trustee, agrees that, in respect of all amounts
owing on account of principal, interest, premium, fees or otherwise pursuant to
the 2015 Note Indenture and under the 2015 Notes (collectively, the "Debt") that
may be owing to such undersigned holder of the 2015 Note Trust Bond, the
undersigned, as trustee, is hereby bound by the terms of the Restated
Inter-Creditor Agreement on the same basis as the Tranche B Lenders, the 1992
Swap Bondholders, the 1995 Note Trustee, the Canadian Trustee, the 2002 10-Year
Note Trustee, the 2002 30-Year Debenture Trustee, BMO, the 2003 Note Trustee,
Citibank and the 2004 10-Year Note Trustee including, for greater certainty and
without limitation, the pari passu right to payment in respect of the Debt
pursuant to section 2.1 of the Restated Inter-Creditor Agreement.
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Executed by the undersigned as of the 30th day of November, 2004.
JPMORGAN CHASE BANK, N.A., as trustee
for the 2015 Notes
By: /s/ Rosa Ciaccia
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Name: Rosa Ciaccia
Title: Trust Officer