0000950157-09-000312 Sample Contracts

ROGERS COMMUNICATIONS INC. AGENCY AGREEMENT

Agency Agreement • May 27th, 2009 • Rogers Communications Inc • Cable & other pay television services • Ontario

• Contract Type
  Agency Agreement
• Filed
  May 27th, 2009
• Company
  Rogers Communications Inc
• Industry
  Cable & other pay television services
• Jurisdiction
  Ontario

Rogers Communications Inc., a corporation existing under the laws of the Province of British Columbia, Canada (the “Company”), proposes to appoint the several agents named in Schedule II hereto (collectively, the “Agents” and each individually an “Agent”), as its sole and exclusive agents to offer for sale on a best efforts basis up to the principal amount of its debt securities identified in Schedule I hereto (the “Securities”), to be issued under an indenture to be dated as of the original issue date of the Securities (the “Base Indenture”), between the Company and CIBC Mellon Trust Company, as trustee (the “Trustee”), as supplemented by the supplemental indenture to be dated as of the original issue date of the Securities (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) among the Company, Rogers Wireless Partnership, an Ontario partnership (“RWP”), Rogers Cable Communications Inc., a corporation organized under the laws of Ontario (“RCCI” and, to

ROGERS COMMUNICATIONS INC., as issuer of the Notes, ROGERS WIRELESS PARTNERSHIP and ROGERS CABLE COMMUNICATIONS INC., as the Guarantors and CIBC MELLON TRUST COMPANY, as Trustee

First Supplemental Indenture • May 27th, 2009 • Rogers Communications Inc • Cable & other pay television services • Ontario

• Contract Type
  First Supplemental Indenture
• Filed
  May 27th, 2009
• Company
  Rogers Communications Inc
• Industry
  Cable & other pay television services
• Jurisdiction
  Ontario

FIRST SUPPLEMENTAL INDENTURE dated as of May 26, 2009 (this “Supplemental Indenture”), among Rogers Communications Inc., a corporation organized under the laws of the Province of British Columbia (hereinafter called the “Company”), Rogers Wireless Partnership, an Ontario partnership (hereinafter called “RWP”), Rogers Cable Communications Inc., a corporation organized under the laws of Ontario (hereinafter called “RCCI” and, together with RWP, the “Guarantors”), and CIBC Mellon Trust Company, a trust company existing and licensed under the federal laws of Canada, as trustee (hereinafter called the “Trustee”).