exv4w24



 






Exhibit 4.24



EXECUTION
COPY





     THIS FIRST SUPPLEMENTAL INDENTURE, dated as of August 1, 2005
(this “Supplemental Indenture”), is by and among Rogers Wireless
Inc., a corporation organized under the Canada Business Corporations Act
(hereinafter called “Rogers Wireless”), Rogers Wireless
Partnership, a general partnership organized under the laws of the
Province of Ontario and a wholly-owned Subsidiary of Rogers Wireless
(hereinafter called “RWP”), and JPMorgan Chase Bank, N.A., a
national banking association organized under the laws of the United
States, as trustee (hereinafter called the “Trustee”).



W I T N
E S S E T H




               WHEREAS, Rogers Wireless and the Trustee are parties to an indenture dated as of November 30,
2004 (the “Indenture”), pursuant to which Rogers Wireless’ outstanding 7.50% Senior
(Secured) Notes due 2015 (the “Notes”) are issued, which Notes constitute “Securities” as
that term is defined in the Indenture;



               WHEREAS, in connection with a corporate restructuring, Rogers Wireless intends to transfer
certain of its properties, assets and liabilities constituting its assets substantially as an
entirety to RWP (the “Transfer”);



               WHEREAS, pursuant to Section 801(a) of the Indenture, in connection with the Transfer, RWP is
required to execute and deliver to the Trustee a supplemental indenture assuming all of the
obligations of the Company under the Securities, the Indenture and prior to the Release Date, the
Collateral Documents;



               WHEREAS, Section 802 of the Indenture provides that upon the transfer of the properties and
assets of the Company substantially as an entirety in accordance with Section 801 of the Indenture,
(i) the successor Person shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under the Indenture with the same effect as if such successor Person had been
named as the Company in the Indenture and (ii) except in the case of a lease, the Company shall be
discharged from all obligations and covenants under the Indenture and the Securities;



               WHEREAS, Rogers Wireless, RWP and the Trustee desire that, following the Transfer, (i) Rogers
Wireless shall not be discharged from its obligations and covenants under the Indenture and the
Securities, but shall continue as the Company for all purposes of the Indenture and the Securities;
(ii) RWP shall assume, as a co-obligor on a joint and several basis with Rogers Wireless, all of
the Company’s obligations under the Securities, the Indenture and the Collateral Documents; and
(iii) to the extent provided herein, each of Rogers Wireless and RWP shall be the Company for
purposes of the Indenture as if each of them had been named as the Company therein;



               WHEREAS, Section 901 of the Indenture provides that without the consent of any Holders, the
Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time,
may enter into one or more indentures












 





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supplemental to the Indenture, to, among other things, evidence the assumption by any
successor Person of the covenants of the Company in the Indenture, the Securities and the
Collateral Documents, as the case may be, or, to make any other change that does not adversely
affect the rights of any Holder; and



               WHEREAS, Rogers Wireless and RWP have complied with all conditions precedent provided for in
the Indenture relating to this Supplemental Indenture.



               NOW, THEREFORE, for and in consideration of the foregoing premises, Rogers Wireless, RWP and
the Trustee hereby agree for the equal and ratable benefit of the Holders as follows:



               1. Capitalized Terms. Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.



               2. Assumption by RWP. RWP hereby assumes, as a co-obligor on a joint and several
basis with Rogers Wireless, all obligations and covenants of the Company under the Indenture, the
Securities and the Collateral Documents, including without limitation obligations for the due and
punctual payment of the principal of, premium, if any, and interest on all Securities issued or to
be issued pursuant to the Indenture and the performance or observance of each other obligation and
covenant set forth in the Indenture to be performed or observed on the part of the Company.



               3. Rogers Wireless not Discharged. Notwithstanding Section 802 of the Indenture,
following the Transfer, Rogers Wireless shall not be discharged from its obligations and covenants
under the Indenture and the Securities.



               4. References to the “Company” in the Indenture. Following the Transfer, all
references to the “Company” in the Indenture shall be deemed to be references to each of Rogers
Wireless and RWP, as co-obligors on a joint and several basis; provided, that (i) with
respect to any matter to be determined on a Consolidated basis for the Company and its Restricted
Subsidiaries, such matter shall be determined for Rogers Wireless and its Restricted Subsidiaries,
treating RWP for such purposes as a Restricted Subsidiary; (ii) where the context requires that a
reference to the “Company” refer to a single entity only, such reference shall be deemed to be to
Rogers Wireless only; and (iii) all references to the board of directors or any officer of the
“Company” shall be deemed to be references to the board of directors or such officer of Rogers
Wireless.



               5. Notices. (a) Section 106(b) of the Indenture is hereby amended and restated in its
entirety as follows:




               (b) Rogers Wireless Inc. or Rogers Wireless Partnership by the Trustee or any Holder
shall be sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if made, given, furnished or delivered in writing to Rogers Wireless Inc. or
Rogers Wireless Partnership, as the case may be, to 333 Bloor Street East, 10th Floor,
Toronto, Ontario, Canada, M4W 1G9, Attention: Vice-President, Treasurer, fax: 416-935-3598,
with a copy to the Vice-












 





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President, General Counsel and Secretary, fax: 416-935-3548, or, in either case, at
any other address previously furnished in writing to the Trustee by Rogers Wireless Inc. or
Rogers Wireless Partnership.



               (b) At the date of execution of this Supplemental Indenture, the Corporate Trust Office is
located at 4 New York Plaza, 15th Floor, New York, New York 10004, Attention: Worldwide
Securities Services.



               6. 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.



               7. Responsibility of Trustee. The recitals contained herein shall be taken as the
statements of Rogers Wireless and RWP, 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.



               8. Effect of Supplemental Indenture. Upon the execution and delivery of this
Supplemental Indenture by Rogers Wireless, RWP 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.



               9. 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.



               10. 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.



               11. 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.



               12. 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.



               13. 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












 





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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.



               14. Successors. All covenants and agreements in this Supplemental Indenture by RWP
and Rogers Wireless 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.



               15. 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 of
any legal or equitable right, remedy or claim under this Supplemental Indenture, the Indenture or
the Securities.



               16. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW, SHALL GOVERN THIS SUPPLEMENTAL INDENTURE.



* * *














 








     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed, all as of the date first above written.



	 	 	 	 
	 	ROGERS WIRELESS INC.,

 
	 	By:  	/s/ Alan D. Horn
 
	 	 	Name:  	Alan D. Horn 
	 	 	Title:  	Vice President 
	 	 
	 	By:  	                                                  /s/ M. Lorraine Daly
 
	 	 	Name:  	M. Lorraine Daly 
	 	 	Title:  	Vice President, Treasurer 
	 
	 	ROGERS WIRELESS PARTNERSHIP,

by its partners,



Rogers Wireless Inc.

 
	 	By:  	/s/ Alan D. Horn
 
	 	 	Name:  	Alan D. Horn 
	 	 	Title:  	Vice President 
	 	 
	 	By:  	                                                  /s/ M. Lorraine Daly
 
	 	 	Name:  	M. Lorraine Daly 
	 	 	Title:  	Vice President, Treasurer 
	 
	 	Fido Solutions Inc.

 
	 	By:  	/s/ Alan D. Horn
 
	 	 	Name:  	Alan D. Horn 
	 	 	Title:  	Vice President 
	 	 
	 	By:  	                                                  /s/ M. Lorraine Daly
 
	 	 	Name:  	M. Lorraine Daly 
	 	 	Title:  	Vice President, Treasurer 
	 
	 	JPMORGAN CHASE BANK, N.A.,

as Trustee,

 
	 	By:  	/s/ L. O’Brien
 
	 	 	Name:  	L. O’Brien 
	 	 	Title:  	Vice President