EXHIBIT 4.8
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT is made as of the 30th day of November, 2004
B E T W E E N:
ROGERS CABLE INC., a corporation incorporated under the
Business Corporations Act (Ontario)
(the "Company")
and
ROGERS CABLE COMMUNICATIONS INC., a corporation incorporated
under the Business Corporations Act (Ontario)
("RCCI")
and
JPMORGAN CHASE BANK, N.A., a national banking association
organized and operating under the laws of the United States,
as trustee
(the "Trustee")
In consideration of the premises herein contained and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is hereby covenanted, agreed and acknowledged by and between
the parties hereto as follows:
1. Reference is made to that certain indenture, of even date herewith,
between the Company, as issuer, and the Trustee, as trustee, providing for
the issuance of the Securities (as defined below), as the same may be
amended, supplemented, restated or replaced from time to time (the
"Indenture"). In this Pledge Agreement, unless something in the subject
matter or context is inconsistent therewith, capitalized terms used but
not defined herein have the respective meanings attributed to them in the
Indenture as in effect on the date hereof, and "Securities" means the
U.S.$280,000,000 aggregate principal amount of 6.75% Senior (Secured)
Second Priority Notes due 2015 of the Company and the Exchange Securities
issued under the Indenture.
2. The Company hereby deposits with and assigns and pledges to the Trustee
the Trust Bond to be held by the Trustee pursuant to the provisions
hereof, as trustee for and on behalf of each of the holders of Securities,
as general and continuing collateral security for the due repayment and
satisfaction of all present and future indebtedness, liabilities and
obligations of the Company of any kind whatsoever under, in connection
with or relating to the Indenture, including, without limitation, the
Securities and any ultimate unpaid balance thereof, and to secure the due
performance of all other present and future
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obligations of the Company to the Trustee (including obligations under
Section 607 of the Indenture) and the holders of Securities under the
Indenture and the Securities (collectively, the "Obligations").
3. If, at any time, an Event of Default shall have occurred and be
continuing, the Trustee may, at any time, realize upon the Trust Bond, in
the manner and to the extent permitted by law, by sale, transfer or
delivery, and may exercise and enforce all rights and remedies of the
holder of the Trust Bond (including, without limitation, making demand
thereunder as if the Trustee were the absolute owner thereof) without
notice to, consent of or control by the Company and RCCI, and, except to
the extent required by law, any such right or remedy may be exercised
separately or in combination with any other right or remedy and shall be
in addition to and not in substitution for any other rights of the Trustee
however created; provided that the Trustee shall not be bound to exercise
any such right or remedy and shall not be liable for any loss which may be
occasioned by any failure to do so; and provided further that any such
sale, transfer or delivery shall be on terms whereby the Person acquiring
the Trust Bond shall hold the Trust Bond subject to the provisions hereof.
4. If any moneys received by the Trustee as payment under the Trust Bond or
by way of realization of the security hereby constituted are in a currency
(the "Realization Currency") which is different from the currency of any
of the Obligations secured hereby (the "Agreed Currency"), then, in such
event, the Trustee shall be entitled to convert all or a portion of such
moneys as are in the Realization Currency into the Agreed Currency at the
rate of exchange quoted by The Toronto-Dominion Bank at its central
foreign exchange desk in its head office in Toronto at 12:00 noon (Toronto
time) on the date of receipt and to apply the new amount of moneys
received on such conversion on account of the Obligations hereby secured,
and, in any such case, the amount of the Obligations hereby secured will
be reduced by the amount of the Agreed Currency so applied, and, for
greater certainty, the Company and RCCI shall remain fully liable for the
balance of such Obligations.
5. The proceeds of the Trust Bond, including, without limitation, any
distributions in respect thereof by the Trustee, shall be applied by the
Trustee on account of such part of the Obligations as it chooses without
prejudice to its claims upon the Company and RCCI for any deficiency.
6. The Trustee may, from time to time, grant extensions of time or other
indulgences, take and give up securities, accept compositions, grant
releases and discharges and otherwise deal with the Company, RCCI and
other parties, sureties or securities as the Trustee may see fit in
accordance with the terms of the Indenture and the Securities without
prejudice to the Trustee's rights in respect of the Trust Bond or in any
way limiting or lessening the liability of the Company or RCCI under the
Trust Bond.
7. Upon full, final and irrevocable satisfaction of the Obligations, the
Trust Bond, upon Company Order, shall be delivered to the Deed Trustee for
cancellation.
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8. The Trust Bond shall not operate by way of merger of any of the
Obligations, and no judgment recovered by or on behalf of the Trustee
shall operate by way of merger of, or in any way affect, the security of
the Trust Bond which is in addition to and not in substitution for any
other security now or hereafter held by the Trustee.
9. Notwithstanding the provisions of any other section of this Pledge
Agreement or any provisions of the Indenture, the Inter-Creditor
Agreement, the Deed of Trust or any security provided for thereunder,
under no circumstances, other than if an Event of Default shall have
occurred and be continuing, may the Trustee collect or claim a right to
collect any amounts on or in respect of the Trust Bond or pursuant to any
provisions of the Deed of Trust or the security provided for thereunder or
under the Indenture. If any such amount is, for any reason, received by
the Trustee, it shall pay over the amount to the Company, RCCI or to any
Restricted Subsidiary providing security in respect of the Obligations
(the "Payee") unless (i) an Event of Default shall have occurred and be
continuing or (ii) a Default shall have occurred and be continuing, in
which case, the Trustee shall retain such amount in trust for the benefit
of the Payee until (a) the Default has been cured or (b) any applicable
grace period in respect of such Default has expired, at which time, the
Trustee shall pay over such amount to the Payee unless an Event of Default
shall have occurred and be continuing. Any such amount received by the
Trustee which it is required to pay to a Payee pursuant to this Section 9
shall, in no circumstances, be deemed to be a payment on account of the
Obligations.
10. Notwithstanding that the Trust Bond is expressed to be payable on demand,
the Trustee shall have no right to, and shall not, demand payment unless
or until an Event of Default shall have occurred and be continuing.
Notwithstanding any provisions of the Trust Bond, payment to the Trustee
or to the holders of Securities of interest for any period in respect of
the Obligations shall be deemed to be payment in satisfaction of the
interest payment for the same period under the Trust Bond. No payment of
principal on account of any of the Obligations shall be treated as a
payment on account of any of the principal amount of the Trust Bond. The
Trustee, in realizing on the Trust Bond or the security constituted
thereby, shall not claim under the Trust Bond any greater amount in the
aggregate for principal and interest than the aggregate of the Obligations
then owing by the Company.
11. The Company and RCCI shall not amend, modify or supplement, or waive or
consent to departures from, the provisions of the Trust Bond or any other
pledge agreement relating to any other Senior Secured Bond (as such term
is defined in the Deed of Trust) issued pursuant to the Deed of Trust
except as provided in the Deed of Trust.
12. (a) Upon the deposit of the Trust Bond pursuant to Section 2 hereof, the
Trust Bond shall have a legend conspicuously noted thereon substantially
in the form of the legend below:
"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
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of 6.75% Senior (Secured) Second Priority Notes due 2015."
(b) Any bond issued under the Deed of Trust in substitution for, or in
replacement of, the Trust Bond shall have conspicuously noted
thereon the legend referred to in Section 12(a) hereof.
13. The provisions hereof shall be binding upon, and shall inure to the
benefit of, the Company, RCCI, the Trustee and the holders of Securities
and their respective successors and permitted assigns.
14. Nothing contained herein, in the Trust Bond or in the Deed of Trust shall
amend, modify, vary or otherwise change the rights of the Trustee or any
of the holders of Securities or the obligations of the Company under the
Indenture or in respect of the Securities or shall limit the rights of the
Trustee or any of the holders of Securities under, or in respect of, the
Obligations.
15. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the Province of Ontario and the laws of Canada
applicable therein.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
instrument as of the day and year first above written.
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
ROGERS CABLE COMMUNICATIONS 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
JPMORGAN CHASE BANK, N.A., as trustee
for the Securities
By: /s/ Rosa Ciaccia
---------------------------------------
Name: Rosa Ciaccia
Title: Trust Officer