Contract

Exhibit 99.11

THIS FIRST 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 “Rogers 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”).

WITNESSETH

WHEREAS, Rogers Cable and the Trustee are parties to an indenture dated as of March 11, 2004, as heretofore supplemented (the “Indenture”), pursuant to which Rogers Cable’s 5.500% Senior (Secured) Second Priority Notes due 2014 (the “Notes”) were issued, which Notes constitute “Securities” as that term is defined in the Indenture;

WHEREAS, in accordance with Section 1201 of the Indenture, Xxxxxx Cable has entered into a Pledge Agreement and assigned, deposited with and pledged the Trust Bond to the Trustee pursuant to the Pledge Agreement;

WHEREAS, Rogers Cable desires to permanently terminate the Lien of the Pledge Agreement and other Collateral Documents and any other Lien on the Deed of Trust Collateral (the “Release of Security”) without the consent of the Holders effective as of June 29, 2007;

WHEREAS, Section 1018(a) of the Indenture provides that Rogers Cable may permanently effect the Release of Security without the consent of the Holders in the event that (i) on a pro forma basis giving effect to the release of the security for the Securities and any other Debt of Rogers Cable with similar release provisions, (A) no Debt of Rogers Cable would be outstanding and (B) there would be no availability to Rogers Cable under any bank credit facilities, operating credit facilities or swap agreements, in the case of each of (A) and (B) that is or are secured by a Lien of the Pledge Agreement or any Collateral Document or any other Lien on the Deed of Trust Collateral, (ii) the ratings assigned to the Securities by at least two of the three Rating Agencies are Investment Grade Ratings, (iii) no Default or Event of Default has occurred and is continuing under the Indenture and (iv) RCCI assumes as co-obligor, by supplemental indenture, all of the obligations of Rogers Cable under the Securities and the Indenture.

WHEREAS, on a pro forma basis giving effect to the Release of Security for the Securities and any other Debt of Rogers Cable with similar release provisions, (A) no Debt of Xxxxxx Cable will be outstanding and (B) there will be no availability to Rogers Cable under any bank credit facilities, operating credit facilities or swap agreements, in the case of each of (A) and (B) that is or are secured by a Lien of the Pledge Agreement or any Collateral Document or any other Lien on the Deed of Trust Collateral;

WHEREAS, each of Standards & Poor’s Ratings Group and Fitch IBCA has assigned a rating of Investment Grade to the Securities;

WHEREAS, no Default or Event of Default has occurred and is continuing under the Indenture;

WHEREAS, pursuant to Section 1018(a)(iv) of the Indenture, in connection with the Release of Security, RCCI is required to execute and deliver to the Trustee a supplemental indenture assuming all of the obligations of Rogers Cable under the Securities and the Indenture;

WHEREAS, Rogers Cable, RCCI and the Trustee desire that, concurrently with the Release of Security, RCCI shall assume, as a co-obligor, on a joint and several basis with Rogers Cable, all of Xxxxxx Cable’s obligations under the Securities and the Indenture;

WHEREAS, Section 901 of the Indenture provides that without the consent of any Holders, Xxxxxx Cable, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental to the Indenture, to among other things, make any change that does not adversely affect the rights of any Holder; and

WHEREAS, Xxxxxx Cable has complied with all conditions precedent provided for in the Indenture relating to this Supplemental Indenture.

NOW, THEREFORE, and for and in consideration of the foregoing premises, Rogers Cable, RCCI 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 RCCI. RCCI hereby assumes, as a co-obligor on a joint and several basis with Xxxxxx Cable, all obligations and covenants of Rogers Cable under the Indenture and the Securities, including 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 Rogers Cable.

3. References to the “Company” in the Indenture. All references to the “Company” in the Indenture shall be deemed to be references to each of Rogers Cable and RCCI, 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 Cable and its Restricted Subsidiaries, treating RCCI 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 Cable 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 Cable.

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

“(b) Xxxxxx Cable Inc. or Xxxxxx Cable Communications Inc. 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 Xxxxxx Cable Inc. or Xxxxxx Cable Communications Inc., as the case may be, to 333 Bloor Street East, 10th Floor, Toronto, Ontario, Canada, M4W 1G9, Attention: Vice-president, Treasurer, fax: 000-000-0000, with a copy to the Vice-President, General Counsel and Secretary, fax: 000-000-0000, or, in either case, at any other address previously furnished in writing to the Trustee by Xxxxxx Cable Inc. or Xxxxxx Cable Communications Inc.”

5. 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 1008 (Limitation on Liens), Section 1018 (Release of Security), 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.

6. Other Amendments to the Indenture. All definitions in the Indenture which are used exclusively in the sections and clauses deleted pursuant to Sections 5 of this Supplemental Indenture or whose sole use or uses in the Indenture were eliminated in the revisions set forth in Section 5 of this Supplemental Indenture are hereby deleted. All references, including references in Article Five (Remedies), Section 1009 (Restricted Subsidiaries) and the second paragraph of Section 801 (The Company May Amalgamate, etc., only on Certain Terms), in the Indenture to sections and clauses deleted by Section 5 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.