Contract
Exhibit
99.3
THIS
SECOND SUPPLEMENTAL INDENTURE, dated as of June 29, 2007 (this “Supplemental
Indenture”), is by and among Xxxxxx Cable Inc., a corporation organized
under the laws of Province of British Columbia, Canada (hereinafter
called “Xxxxxx Cable”), Xxxxxx Cable Communications Inc., a
corporation organized under the laws of the Province of Ontario and a
wholly-owned subsidiary of Rogers Cable (hereinafter called “RCCI”) and
The Bank of New York, a New York banking corporation, as trustee (successor
to
JPMorgan Chase Bank, N.A.) (hereinafter called the
“Trustee”).
1. Capitalized
Terms. Capitalized terms used herein without definition shall
have the meanings assigned to them in the Indenture.
2. Deletion
of Certain Provisions. Each of clauses (i), (j) and (l) of
Section 501 (Events of Default), Section 902 (Actions by the Trustee under
the
Deed of Trust and Certain Amendments to the Inter-Creditor Agreement without
the
Consent of Holders), clause (e) of Section 903 (Supplemental Indentures and
Certain Amendments with the Consent of Holders), Section 904 (Amendments to
Collateral Documents), Section 1007 (Insurance), Section 1012 (Limitation on
Liens), Section 1026 (Release of Security), Section 1027 (Registration of
Security Interest Created by Pledge Agreement), Article Twelve (Security
Documents) and Exhibit C of the Indenture is hereby deleted in its entirety
and,
in the case of each such section, clause and exhibit, replaced with the phrase
“[Intentionally Omitted]”. All references to such sections or clauses
shall also be deleted throughout the Indenture, and such sections, clauses
and
references thereto shall be of no further force or effect.
3. Other
Amendments to the Indenture. All definitions in the Indenture
which are used exclusively in the sections and clauses deleted pursuant to
Section 2 of this Supplemental Indenture or whose sole use or uses in the
Indenture were eliminated in the revisions set forth in Section 2 of this
Supplemental Indenture are hereby deleted. All references, including
references in Article Five (Remedies) and Section 1015 (Restricted
Subsidiaries), in the Indenture to sections and clauses deleted by Section
2 of
this Supplemental Indenture, including all references to Bondholders’
Resolution, Collateral Documents, Deed of Trust, Deed of Trust Bondholders,
Deed
of Trust Bonds, Deed of Trust Collateral, Deed Trustee, Designated Subsidiary,
Inter-Creditor Agreement, Mortgaged Property, Pledge Agreement, Release Date,
Senior Secured Bondholders, Specifically Mortgaged Property, Trust Bond, Trust
Estate, Unanimous
Bondholders’ Resolution and similar references relating to the Deed of Trust or
Release of Security, shall also be deleted in their
entirety.
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4. Amendment
to the Securities. The Securities include or refer to certain of
the foregoing provisions from the Indenture to be deleted or amended pursuant
to
Section 2 or 3 hereof. Such provisions or references in the Securities shall
be
deemed deleted or amended, as applicable, notwithstanding the form of any
certificates representing the Securities. The Exchange Securities
shall be known as the “8.750% Senior Second Priority Debentures due
2032”.
5. Trustee’s
Acceptance. The Trustee hereby accepts this Supplemental
Indenture and agrees to perform the same under the terms and conditions set
forth in the Indenture.
6. Responsibility
of Trustee. The recitals contained herein shall be taken as the
statements of Xxxxxx Cable and RCCI, and the Trustee assumes no responsibility
for the correctness of such recitals. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental
Indenture.
7. Effect
of Supplemental Indenture. Upon the execution and delivery of
this Supplemental Indenture by Xxxxxx Cable, RCCI and the Trustee, the Indenture
shall be supplemented and amended in accordance herewith, and this Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder
of a Security heretofore or hereafter authenticated and delivered under the
Indenture shall be bound thereby; provided that the amendments effected pursuant
to Sections 2, 3 and 4 hereof shall be deemed effective immediately after
the Release of Security; provided further that the deletion of Section 1026(c)
of the Indenture pursuant to Section 2 hereof shall not be deemed effective
until the Trustee has complied with that Company Order dated June 29, 2007
delivered pursuant to Section 1026(c) of the Indenture.
8. Indenture
Remains in Full Force and Effect. Except as supplemented or
amended hereby, all other provisions in the Indenture and the Securities, to
the
extent not inconsistent with the terms and provisions of this Supplemental
Indenture, shall remain in full force and effect.
9. Incorporation
of Indenture. All the provisions of this Supplemental Indenture
shall be deemed to be incorporated in, and made a part of, the Indenture; and
the Indenture, as supplemented and amended by this Supplemental Indenture,
shall
be read, taken and construed as one and the same instrument.
10. Counterparts. This
Supplemental Indenture may be executed in any number of counterparts, each
of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
11. Effect
of Headings. The headings of this Supplemental Indenture are
inserted for convenience of reference and shall not be deemed to be a part
thereof.
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12. Conflict
with Trust Indenture Act. If any provision of this Supplemental
Indenture limits, qualifies or conflicts with any provision of the Trust
Indenture Act that is required or deemed under the Trust Indenture Act to be
part of and govern any provision of this Supplemental Indenture, the provision
of the Trust Indenture Act shall control. If any provision of this
Supplemental Indenture modifies or excludes any provision of the Trust Indenture
Act that may be so modified or excluded, the provision of the Trust Indenture
Act shall be deemed to apply to the Indenture as so modified or to be excluded
by this Supplemental Indenture, as the case may be.
13. Successors. All
covenants and agreements in this Supplemental Indenture by Xxxxxx Cable and
RCCI
shall be binding upon and accrue to the benefit of their respective
successors. All covenants and agreements in this Supplemental
Indenture by the Trustee shall be binding upon and accrue to the benefit of
its
successors.
14. Benefits
of Supplemental Indenture. Nothing in this Supplemental
Indenture, the Indenture or the Securities, express or implied, shall give
to
any Person, other than the parties hereto and thereto and their successors
hereunder and thereunder and the Holders, any benefit or any legal or equitable
right, remedy or claim under this Supplemental Indenture, the Indenture or
the
Securities.
15. GOVERNING
LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
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XXXXXX CABLE INC., | |||
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By:
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/s/ Xxxxxxx X. Xxxxxx | |
Name: Xxxxxxx X. Xxxxxx | |||
Title: Senior Vice President | |||
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By:
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/s/ M. Xxxxxxxx Xxxx | |
Name: M. Xxxxxxxx Xxxx | |||
Title: Vice President, Treasurer | |||
XXXXXX
CABLE
COMMUNICATIONS, INC.,
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By:
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/s/ Xxxxxxx X. Xxxxxx | |
Name: Xxxxxxx X. Xxxxxx | |||
Title: Senior Vice President | |||
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By:
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/s/ M. Xxxxxxxx Xxxx | |
Name: M. Xxxxxxxx Xxxx | |||
Title: Vice President, Treasurer | |||
THE
BANK OF NEW YORK,
as
Trustee,
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By:
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/s/ Van X. Xxxxx | |
Name: Van X. Xxxxx | |||
Title: Vice President | |||