Exhibit 4.6(d)
ROGERS WIRELESS INC.
(incorporated under the Canada Business Corporations Act)
NO. U.S. 009 U.S.$2,200,000,000
UNITED STATES DOLLAR BOND
ROGERS WIRELESS INC. (herein called the "Corporation") for value
received hereby acknowledges that it is indebted and promises to pay to the
registered holder hereof upon demand and upon presentation and surrender of this
Bond at the principal office of the Trustee (as defined below) in the City of
Toronto, Ontario, Canada, the sum of U.S.$2,200,000,000 (TWO BILLION, TWO
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 (as
defined below) 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 on the same dates.
This Bond is one of a duly authorized issue of Bonds, issued and to
be issued under an amended and restated deed of trust and mortgage as may be
amended from time to time (herein called the "Trust Deed") made as of the 15th
day of March, 1997 between Rogers Cantel Inc. (now the Corporation) and National
Trust Corporation, as trustee (the "Trustee"), as amended by a first
supplemental deed of trust and mortgage dated March 19, 1997 between Rogers
Cantel Inc. (now the Corporation) 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 Bonds
issued and to be issued thereunder and of the Corporation and the Trustee in
respect thereof and the terms and conditions upon which the 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
Bond assents by acceptance hereof.
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 Bonds.
This Bond shall be transferable only in accordance with the
provisions of the Trust Deed. No transfer of this 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 satisfactory to the Trustee upon compliance with
such reasonable requirements as the Trustee may prescribe, nor unless such
transfer shall have been duly noted hereon by the Trustee.
This Bond shall not become obligatory for any purpose until
certified by the Trustee for the time being under the Trust Deed.
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IN WITNESS WHEREOF the Corporation has caused this Bond to be signed
by its duly authorized officers as of this 30th day of November, 2004.
This Bond is subject to the terms and ROGERS WIRELESS INC.
conditions of a pledge agreement, of
even date herewith, between Rogers By: /s/ M. Lorraine Daly
Wireless Inc. and JPMorgan Chase Bank, ---------------------------------
N.A., as trustee, pursuant to an M. Lorraine Daly
indenture, of even date herewith, Vice-President, Treasurer
pursuant to which Rogers Wireless Inc.
issued U.S.$550,000,000 7.50% Senior By: /s/ Alan D. Horn
(Secured) Notes due 2015. ---------------------------------
Alan D. Horn
Vice-President
TRUSTEE'S CERTIFICATE
This Bond is one of the 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 REGISTRAR
REGISTRATION REGISTERED
November 30, 2004 JPMorgan Chase Bank, N.A, as trustee /s/ Geralyn Krowles
PAYMENTS ON ACCOUNT OF PRINCIPAL
BALANCE OF PRINCIPAL
DATE AMOUNT PAID AMOUNT UNPAID AUTHORIZED SIGNATURE