EXHIBIT (b)(4)
FINAL
THIS SECOND AMENDMENT AGREEMENT is made as of 8 October 2004
B E T W E E N:
ROGERS WIRELESS INC.
- and -
THE "LENDERS" AS DEFINED IN
THE "EXISTING CREDIT AGREEMENT"
REFERRED TO BELOW
- and -
THE BANK OF NOVA SCOTIA
in its capacity as Administrative Agent
RECITALS:
A. The parties to this agreement are parties to a credit agreement dated 15
March 1997, as amended by a first amendment agreement dated as of 12 April
2001 (as amended, the "EXISTING CREDIT AGREEMENT").
B. The Borrower has requested that the Lenders amend the terms of the Existing
Credit Agreement by, among other things, extending the term and repayment
schedule of the Credit, deleting the concept of Inter-Company Deeply
Subordinated Debt and amending certain covenants in the Existing Credit
Agreement.
C. The Lenders have agreed to the Borrower's requests on the terms and
conditions set forth herein and the parties are entering into this Second
Amendment Agreement to give effect thereto and to make other amendments agreed
to by the parties.
D. Capitalized terms that are used and not otherwise defined in this Second
Amendment Agreement have the meanings defined in the Existing Credit
Agreement.
THEREFORE, for value received, and intending to be legally bound by this
Second Amendment Agreement, the parties agree as follows:
1. AMENDMENTS TO SECTION 1.1 OF THE EXISTING CREDIT AGREEMENT
(a) Section 1.1.22 of the Existing Credit Agreement is deleted and replaced
with the following:
"BASE RATE" means, at any time as regards any Lender, the greater of
(a) the simple average of the annual rates of interest (expressed
on the basis of a 360 day year) rounded upwards to the nearest 0.01%
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which each of the Reference Lenders establishes as its reference
rate of interest in order to determine interest rates it will charge
on that day for demand loans made by it in Canada in U.S. Dollars,
and (b) the Federal Funds Effective Rate plus 0.75% per annum. The
Base Rate under clause (a) as regards any Lender shall be determined
by the Agent upon the applicable quotations furnished to and
received by the Agent from the Reference Lenders from time to time.
For the purposes hereof, upon any change in its rate described in
clause (a), such Reference Lender shall as soon as practicable
thereafter advise the Agent as to its Base Rate under clause (a) as
at the date of such change by telephone or telecopier, which advice
shall be conclusive and binding for all purposes absent manifest
error. If any one or more of the Reference Lenders does not furnish
a quotation of its Base Rate under clause (a) to the Agent at any
time after it has changed from the previous quotation of such Base
Rate under clause (a) received by the Agent, the Base Rate under
clause (a) applicable to such Reference Lender shall be such
previous quotation unless the Agent has actual notice of the Base
Rate under clause (a) of such Reference Lender, in which event that
rate shall be applied. The Agent shall give notice to the Borrower
and each of the Lenders of the Base Rate from time to time quoted to
it and such notice shall be conclusive and binding for all purposes
absent manifest error.
(b) Section 1.1.44(a) (part of definition of "Debt") of the Existing Credit
Agreement is deleted and replaced with the following:
"Inter-Company Subordinated Debt, except that (i) all Inter-Company
Subordinated Debt shall be counted as Debt for the purposes of
Sections 7.1.13 and 7.1.23 and all Applicable Margin calculations
and (ii) the Inter-Company Subordinated Debt consisting of any
advances made by RCI to the Borrower pursuant to the letter
agreement dated 30 September 2004 between the Borrower and RCI (as
amended from time to time) to acquire equity interests of Microcell
Telecommunications Inc. shall be counted as Debt for the purposes of
calculating the Debt to Operating Cash Flow Ratio"
(c) Section 1.1.44(b) (part of definition of "Debt") of the Existing Credit
Agreement is deleted.
(d) Section 1.1.52(a) (part of definition of "Excluded Security") of the
Existing Credit Agreement is deleted and replaced with the following:
"shall, in the case of an instrument evidencing indebtedness for
borrowed money not owed to the Borrower or a Restricted Subsidiary,
constitute Inter-Company Subordinated Debt"
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(e) Section 1.1.52(b) (part of definition of "Excluded Security") of the
Existing Credit Agreement is deleted and replaced with the following:
"shall, in the case of an instrument evidencing indebtedness for
borrowed money, not be guaranteed by the Borrower or a Restricted
Subsidiary unless such guarantee shall constitute Inter-Company
Subordinated Debt"
(f) Section 1.1.57 (definition of "Inter-Company Deeply Subordinated Debt")
of the Existing Credit Agreement is deleted.
(g) Section 1.1.69 of the Existing Credit Agreement is deleted and replaced
with the following:
"MATURITY DATE" means 30 April 2010 or, if that day is not a
Business Day, the immediately preceding Business Day.
(h) Section 1.1.85(b)(iv) (part of definition of "Pro Forma Debt Service") of
the Existing Credit Agreement is deleted and replaced with the following:
"such estimated interest expense shall also include only scheduled
cash payments of interest on Inter-Company Subordinated Debt; for
greater certainty, all interest relating to Back to Back Share
transactions shall be excluded"
2. AMENDMENTS TO ARTICLE 3 OF EXISTING CREDIT AGREEMENT
(a) Section 3.5 of the Existing Credit Agreement is deleted and replaced with
the following:
"MANDATORY REDUCTIONS AND PREPAYMENT OF THE CREDIT. The aggregate
amount of the Available Commitment shall be reduced automatically in
the following manner:
(a) on 30 April 2008, the maximum amount of the Available
Commitment, taking into account any reduction before that time
pursuant to Section 3.4 (as used in this Section, the "ORIGINAL
BASE AMOUNT") shall be reduced by 20%;
(b) on 30 April 2009, the maximum amount of the Available
Commitment shall be reduced by an additional 20% of the
Original Base Amount; and
(c) on the Maturity Date, the Available Commitment shall be reduced
to nil.
The Borrower shall on each date listed above (or the immediately
preceding Business Day if that date is not a Business Day), make any
payment required by such reduction to the Agent on behalf of the
Lenders so that the Aggregate
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Outstandings do not exceed the Available Commitment as so
reduced."
(b) Section 3.10 of the Existing Credit Agreement is deleted and replaced
with the following:
"NOTICE OF BORROWINGS AND PAYMENTS. For each Borrowing and
payment under the Credit, the Borrower shall give the Agent
prior written irrevocable notice (in the form of the Drawdown
Notice for each Borrowing) specifying, among other things, the
Business Day for the Borrowing or payment, the amount and
nature of the Borrowing and of each Advance forming part of the
Borrowing or which will be paid and in the case of a LIBO
Borrowing, the initial Interest Period for the LIBO Advances.
Such notice shall be given to the Agent no later than 11:00
a.m. (Toronto time) on the second Business Day prior to a
Borrowing or payment under the Credit, except with respect to a
Prime Rate Borrowing, in which case such notice shall be given
to the Agent no later than 11:00 a.m. (Toronto time) on the
Business Day prior to the Borrowing or payment of the Prime
Rate Borrowing, and with respect to a LIBO Borrowing, in which
case such notice shall be given to the Agent no later than
11:00 a.m. (Toronto time) on the third Business Day prior to
the Borrowing or payment of the LIBO Borrowing."
(c) Section 3.14 of the Existing Credit Agreement is deleted and replaced
with the following:
"LIMITATION ON NUMBER OF TRANSACTIONS. Drawdowns, conversions,
commencement of Interest Periods of LIBO Advances, rollovers of
Bankers' Acceptances, prepayments, repayments and all payments
of any kind which the Borrower may voluntarily make pursuant to
this Agreement may only occur on fifteen days in each calendar
month and only on Business Days, as selected by the Borrower.
All such transactions may only be made at the Agent's Branch of
Account or as required by this Agreement at each Lender's
Branch of Account."
3. AMENDMENTS TO ARTICLE 5 OF EXISTING CREDIT AGREEMENT
(a) Section 5.1 of the Existing Credit Agreement is deleted and replaced with
the following:
"INTER-COMPANY SUBORDINATED DEBT. Any Obligor may, from time to
time, incur Inter-Company Subordinated Debt. No Lien may be
granted by an Obligor in connection with any Inter-Company
Subordinated Debt. Inter-Company Subordinated Debt will not be
counted as Debt for the purpose of this Agreement, except as
provided in Section 1.1.44(a). Principal and/or interest may be
paid by an Obligor at any time so long as at the date of
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payment no Default or Event of Default has occurred and is
continuing or would occur as a result of payment."
(b) Section 5.2 of the Existing Credit Agreement (Inter-Company Deeply
Subordinated Debt) is deleted.
4. AMENDMENTS TO ARTICLE 7 OF EXISTING CREDIT AGREEMENT
(a) Section 7.1.7 of the Existing Credit Agreement is deleted and replaced
with the following:
"ANNUAL BUDGET. Within 120 days after the end of each fiscal
year, the Borrower, on a Consolidated basis, will prepare and
deliver to the Agent, with a copy for each Lender, a Budget and
a Forecast for the next following three fiscal years."
(b) Section 7.1.15 of the Existing Credit Agreement is deleted and replaced
with the following:
"SENIOR DEBT TO OPERATING CASH FLOW RATIO. The Borrower, on a
Consolidated basis, will not permit the Senior Debt to
Operating Cash Flow Ratio calculated as at the end of each of
its fiscal quarters ending on or after 30 September 2004, to be
greater than:
(a) 5.50 to 1 at the end of each fiscal quarter beginning with
the fiscal quarter ending 30 September 2004 up to and
including the fiscal quarter ending 31 December 2005;
(b) 5.25 to 1 at the end of each fiscal quarter beginning with
the fiscal quarter ending 31 March 2006 up to and
including the fiscal quarter ending 31 December 2006;
(c) 5.00 to 1 at the end of each fiscal quarter beginning with
the fiscal quarter ending 31 March 2007 up to and
including the fiscal quarter ending 31 December 2007; and
(d) 4.50 to 1 at the end of each fiscal quarter thereafter."
(c) The second paragraph of Section 7.1.16 of the Existing Credit Agreement
is deleted and replaced with the following:
"For the purposes only of this Section, "CONSOLIDATED INTEREST
EXPENSE" shall include all interest expense paid or accrued for
Debt during the four most recently completed fiscal quarters of
the Borrower plus any interest expense, to the extent that it
is paid in cash, which represents interest on Inter-Company
Subordinated Debt during such period. For greater certainty,
"Consolidated Interest Expense" shall exclude all interest
expense relating to
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transactions contemplated in the definition of Back to Back
Shares."
(d) Section 7.1.17 of the Existing Credit Agreement is deleted and replaced
with the following:
"DEBT TO OPERATING CASH FLOW RATIO. The Borrower, on a
Consolidated basis, will not permit the Debt to Operating Cash
Flow Ratio calculated as at the end of each of its fiscal
quarters ending on or after 30 September 2004, to be greater
than:
(a) 6.50 to 1 at the end of each fiscal quarter beginning with
the fiscal quarter ending 30 September 2004 up to and
including the fiscal quarter ending 31 December 2005;
(b) 6.25 to 1 at the end of each fiscal quarter beginning with
the fiscal quarter ending 31 March 2006 up to and
including the fiscal quarter ending 31 December 2006;
(c) 6.00 to 1 at the end of each fiscal quarter beginning with
the fiscal quarter ending 31 March 2007 up to and
including the fiscal quarter ending 31 December 2007; and
(d) 5.50 to 1 at the end of each fiscal quarter thereafter."
(e) Section 7.1.18 of the Existing Credit Agreement is deleted and replaced
with the following:
"DIVIDENDS AND DISTRIBUTIONS. No Obligor shall pay dividends or
make other distributions to shareholders or Affiliates of
shareholders unless at the time thereof and after giving effect
thereto, no Default or Event of Default has occurred and is
continuing. Notwithstanding the foregoing provisions of this
Section 7.1.18, unless a declaration has been made under
Section 8.2 and has not been revoked, nothing in this Section
7.1.18 shall prevent:
(a) payments of any kind from an Obligor to any other Obligor
that are not directly or indirectly received by an
Unrestricted Subsidiary;
(b) payments in connection with any transaction contemplated
in the definition of Back to Back Shares, so long as
simultaneously with or immediately after each payment
substantially the same amount is received by an Obligor in
connection with the same Back to Back Share transaction;
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(c) payments made with the proceeds of Excluded Assets or
Excluded Securities;
(d) dividends payable in the form of treasury shares that are
not, at the option of the holder, redeemable or
retractable so long as there are any Aggregate
Outstandings or the Borrower has any right to utilize the
Credit."
(f) Section 7.1.23 of the Existing Credit Agreement is deleted and replaced
with the following:
"DISPOSITIONS OF ASSETS. No Obligor shall directly or
indirectly permit to become the property of any other Person
any portion of its Property other than as a result of:
(a) dispositions of Property in any fiscal year of the
Borrower representing in the aggregate for all
dispositions by all Obligors the lesser of (i) 15% of the
net book value of the Borrower's Consolidated Property or
(ii) 15% of Operating Cash Flow, in each case calculated
as at the end of the most-recently reported fiscal
quarter, except that in no event shall dispositions be
made of present and future accounts receivable having an
aggregate book value of greater than $150,000,000 at any
time for the purposes of a securitization program
established by an Obligor; or
(b) distributions permitted by Section 7.1.18; or
(c) corporate transactions permitted by Section 7.1.24; or
(d) sales in the ordinary course of business; or
(e) sales between Obligors; or
(f) the sale by the Borrower of all or a portion of the
Property comprising the cellular network in provinces east
of Quebec, provided that the Borrower retains control of
the entity acquiring such Property; or
(g) sales by the Borrower to a joint venture, partnership or
similar arrangement engaged primarily in the
Telecommunications Business entered into between an
Obligor and another Person that is not an Affiliate of an
Obligor, of Property having an aggregate net value of up
to $25,000,000, which shall be measured based on the book
value of Property sold at the end of the Borrower's
most-recently completed fiscal quarter; or
8
(h) a disposition (or dispositions) by the Borrower, by way of
a sale and leaseback arrangement of some or all of the
towers used in its network
Where any Obligor has effected a disposition in circumstances
where the Debt to Operating Cash Flow Ratio exceeds 4.00 to 1,
to the extent the net proceeds of the disposition are not used
to make an Investment permitted by Section 7.1.13 within 12
months of the disposition, the Available Commitment shall, in
addition to the reductions required by Section 3.5, be reduced
by an amount determined by multiplying the net proceeds not so
used by the amount of the Available Commitment and dividing by
the total amount of Debt that is secured under the Trust
Indenture (and the Borrower shall make any payment required so
that the Aggregate Outstandings do not exceed the Available
Commitment as so reduced)."
(g) Section 7.1.25 (Currency Hedging) of the Existing Credit Agreement is
deleted.
(h) Section 7.1.28 of the Existing Credit Agreement (Capital Expenditures) is
deleted.
(i) Section 7.2 of the Existing Credit Agreement is deleted and replaced with
the following:
"ACCOUNTING METHODS AND FINANCIAL RECORDS. The Borrower shall
maintain for itself and for the Restricted Subsidiaries a
system of accounting established and administered in accordance
with GAAP, and keep adequate records and books of account in
which complete entries will be made in accordance with GAAP and
reflecting all transactions required to be reflected by GAAP."
5. AMENDMENTS TO SCHEDULES OF EXISTING CREDIT AGREEMENT
(a) Item (f) in Part One of Schedule A (Compliance Certificate) of the
Existing Credit Agreement is deleted.
(b) Item (h) in Part One of Schedule A (Compliance Certificate) of the
Existing Credit Agreement is deleted and replaced with the following:
"that, pursuant to Article 7 of the Credit Agreement, Rogers
Wireless Inc., on a Consolidated basis, is in compliance with
Sections 7.1.13 to 7.1.18 inclusive and 7.1.23 as at the end of
the fiscal quarter ending (date), as set out in the attached
schedules"
(c) Schedule C (Subordination Provisions for Inter-Company Deeply
Subordinated Debt) of the Existing Credit Agreement is deleted.
(d) Schedule G (Form of Capital Expenditure Certificate) of the Existing
Credit Agreement is deleted.
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6. ASSIGNMENT BY CANADIAN IMPERIAL BANK OF COMMERCE TO JPMORGAN CHASE BANK
(a) Canadian Imperial Bank of Commerce ("CIBC") hereby sells and assigns,
without recourse, to JPMorgan Chase Bank, Toronto Branch ("JPM"), and JPM
hereby purchases and assumes from CIBC, the Lender's Proportion (as
specified below) in and to CIBC's rights and obligations under the
Existing Credit Agreement, the Security and all other Credit Documents.
(b) Pursuant to Section 13.1 of the Existing Credit Agreement, each of the
Agent and the Borrower hereby consents to the foregoing assignment.
(c) The provisions of the Assignment Agreement set forth in Schedule I to the
Existing Credit Agreement are hereby incorporated by reference and apply
to the assignment of the Lender's Proportion of the Credit by CIBC to
JPM. JPM's agreement to become a Lender is irrevocable. JPM shall become
a Lender, and shall be bound by the obligations and entitled to the
benefits in the Existing Credit Agreement, as of the date hereof.
Lender's Proportion assigned: 8.5714%
Assignor's Remaining Commitment: Cdn. $40,000,000.00
Assignee's Commitment: Cdn. $60,000,000.00
Aggregate outstanding principal
amount of Borrowings assigned: Cdn. $ nil
U.S. $ nil
Address of JPM for notices:
JPMorgan Chase Bank, Toronto Branch
200 Bay Street, Suite 1800
Royal Bank Plaza, South Tower
Toronto, Ontario M5J 2J2
Attn: Christine Chan, Vice President
Fax: 416-981-9138
7. CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS SECOND AMENDMENT AGREEMENT
The amendments set forth in this Second Amendment Agreement shall become
binding on the Lenders only upon satisfaction of the following conditions
precedent:
(a) execution and delivery of this Second Amendment Agreement by the
Borrower;
(b) execution of this Second Amendment Agreement by each of the Lenders;
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(c) the Agent having received the following material in each case in
form and substance satisfactory to the Lenders and duly executed:
(i) the opinion of Torys LLP, counsel to the Borrower, with respect
to this Second Amendment Agreement and other related
documentation, if any; and
(ii) such corporate resolutions, incumbency and other certificates
as may be reasonably required in connection with this Second
Amendment Agreement and other related documentation, if any,
and the transactions contemplated hereby and thereby;
(d) receipt by each Lender of a restructuring fee based on each such
Lender's commitment, equal to the amount set forth below such
Lender's name on the execution pages hereof; and
(e) no Default or Event of Default having occurred and continuing as at
the date of this Second Amendment Agreement.
8. REPRESENTATIONS OF BORROWER
The Borrower represents and warrants to each Lender and to the Agent
that:
(a) it is a corporation duly incorporated or amalgamated, organized and
validly existing under the laws of Canada and is in all material
respects in compliance with the laws of Canada and the laws of those
provinces in which it carries on business;
(b) the entering into and the performance by the Borrower of this Second
Amendment Agreement (i) is within its powers and has been duly
authorized by all necessary corporate action on its part, and (ii)
does not in any material adverse manner conflict with or result in
the violation of the terms of its constating documents or by-laws or
of any law, regulation, franchise, licence, ordinance, decree or
judgment having application to it as of the date hereof or of any
agreement or other document to which it is a party or by which it
may be bound, and this Second Amendment Agreement constitutes a
legal, valid and binding obligations of the Borrower, enforceable
against the Borrower in accordance with its terms, subject to
qualifications described in the opinion of the Borrower's counsel
referred to above;
(c) there are no consents or other agreements required from third
parties to avoid this agreement causing a breach or default under
any other agreement to which it is a party;
(d) there is presently no outstanding Inter-Company Deeply Subordinated
Debt.
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9. CONTINUING EFFECT OF EXISTING CREDIT AGREEMENT AND SECURITY
Except as amended by this Second Amendment Agreement, the Existing Credit
Agreement shall remain in full force and effect, without amendment, and is
hereby ratified and confirmed. Without in any way limiting the terms of the
Existing Credit Agreement or any other document or instrument relating
thereto, the Borrower confirms that the Security made or granted by it
pursuant to or in connection with the Existing Credit Agreement remains in
full force and effect and shall continue to secure the Obligations, including
but not limited to any Obligations arising as a result of this Second
Amendment Agreement, all notwithstanding the amendments to the Existing Credit
Agreement contained herein.
10. COUNTERPARTS AND FACSIMILE
The Second Amendment Agreement may be executed in any number of
counterparts, each of which when executed and delivered shall be deemed to be
an original and such counterparts together shall constitute one and the same
agreement. For the purposes of this Section, the delivery of a facsimile copy
of an executed counterpart of this Second Amendment Agreement shall be deemed
to be valid execution and delivery thereof. Each party so delivering a
facsimile copy shall also deliver an original copy of this Second Amendment
Agreement forthwith following such facsimile transmission.
11. GOVERNING LAW
The Second Amendment Agreement shall be conclusively deemed to be a
contract made under, and shall for all purposes be governed by and construed
in accordance with the laws of the Province of Ontario and the laws of Canada
applicable in the Province of Ontario.
[Note: signature pages follow]
IN WITNESS OF WHICH, the parties have executed this Second Amendment
Agreement.
ROGERS WIRELESS INC.
By: /s/ Alan Horn
--------------------------------
Alan Horn
Vice-President
By: /s/ M. Lorraine Daly
--------------------------------
M. Lorraine Daly
Vice-President, Treasurer
[signature page for Second Amendment Agreement dated as of 8 October 2004
relating to Rogers Wireless Inc.]
THE BANK OF NOVA SCOTIA as Agent and
Lender
By: /s/ S.J. Torrens
--------------------------------
S.J. Torrens
Managing Director
By: /s/ D. Orange
--------------------------------
D. Orange
Associate Director
Commitment: Cdn. $125,000,000
Restructuring Fee: Cdn. $781,250
[signature page for Second Amendment Agreement dated as of 8 October 2004
relating to Rogers Wireless Inc.]
THE TORONTO-DOMINION BANK
By: /s/ Craig A. Scott
--------------------------------
Name: Craig A. Scott
Title: Managing Director
By: /s/ Paul Cunha
--------------------------------
Name: Paul Cunha
Title: Vice President
Commitment: Cdn. $125,000,000
Restructuring Fee: Cdn. $781,250
[signature page for Second Amendment Agreement dated as of 8 October 2004
relating to Rogers Wireless Inc.]
CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ William J. Chrumka
--------------------------------
Name: William J. Chrumka
Title: Executive Director
By: /s/ S. Nishimura
--------------------------------
Name: S. Nishimura
Title: Managing Director
Commitment: Cdn. $40,000,000
Restructuring Fee: Cdn. $180,000
[signature page for Second Amendment Agreement dated as of 8 October 2004
relating to Rogers Wireless Inc.]
ROYAL BANK OF CANADA
By: /s/ Noel V. Curran
--------------------------------
Name: Noel V. Curran
Title: Attorney-in-Fact
By:
--------------------------------
Name:
Title:
Commitment: Cdn. $100,000,000
Restructuring Fee: Cdn. $625,000
[signature page for Second Amendment Agreement dated as of 8 October 2004
relating to Rogers Wireless Inc.]
BANK OF TOKYO-MITSUBISHI
(CANADA)
By: /s/ Angelo Bisutti
--------------------------------
Name: Angelo Bisutti
Title: Senior Vice President
By: /s/ John Clements
--------------------------------
Name: John Clements
Title: Senior Credit Analyst
Commitment: Cdn. $50,000,000
Restructuring Fee: Cdn. $225,000
[signature page for Second Amendment Agreement dated as of 8 October 2004
relating to Rogers Wireless Inc.]
BANK OF MONTREAL
By: /s/ Ashok Rao
--------------------------------
Name: Ashok Rao
Title: Vice President
By:
--------------------------------
Name:
Title:
Commitment: Cdn. $50,000,000
Restructuring Fee: Cdn. $225,000
[signature page for Second Amendment Agreement dated as of 8 October 2004
relating to Rogers Wireless Inc.]
CITIBANK CANADA
By: /s/ Daljeet Lamba
--------------------------------
Name: Daljeet Lamba
Title: Vice President
By:
--------------------------------
Name:
Title:
Commitment: Cdn. $100,000,000
Restructuring Fee: Cdn. $625,000
[signature page for Second Amendment Agreement dated as of 8 October 2004
relating to Rogers Wireless Inc.]
SOCIETE GENERALE (CANADA)
By: /s/ Roxanna Pateanu
--------------------------------
Name: Roxanna Pateanu
Title: Vice President Corporate
Credit Group
By: /s/ Michel Hurtubise
--------------------------------
Name: Michel Hurtubise
Title: Director
Commitment: Cdn. $50,000,000
Restructuring Fee: Cdn. $225,000
[signature page for Second Amendment Agreement dated as of 8 October 2004
relating to Rogers Wireless Inc.]
JPMORGAN CHASE BANK, Toronto Branch
By: /s/ Christine Chan
--------------------------------
Name: Christine Chan
Title: Vice President
By:
--------------------------------
Name:
Title:
Commitment: Cdn. $60,000,000
Restructuring Fee: Cdn. $270,000
[signature page for Second Amendment Agreement dated as of 8 October 2004
relating to Rogers Wireless Inc.]
CONSENT
As a Restricted Subsidiary, the undersigned hereby consents to the
preceding Second Amendment Agreement and confirms that the Security, to the
extent delivered by the undersigned, remains in full force and effect and that
the obligations secured by the Security include all present and future debts,
liabilities and obligations under or in connection with the Existing Credit
Agreement as amended by the Second Amendment Agreement.
ROGERS WIRELESS ALBERTA INC.
By: /s/ Dale R. Spackman
-----------------------------
Name: Dale R. Spackman
Title: Director and Secretary
By: /s/ A. J. Stephens
------------------------------
Name: A. J. Stephens
Title: Director and President