AGENCY AGREEMENTAgency Agreement • September 29th, 2009 • Shaw Communications Inc • Cable & other pay television services • Alberta
The undersigned, TD Securities Inc. and the Agents listed in Schedule A (collectively, the “Agents” and individually an “Agent”), understand that Shaw Communications Inc. (the “Company”) proposes to raise funds by the creation and issue of up to $1,250,000,000 aggregate principal amount of 5.65% Senior Notes due October 1, 2019 (the “Securities”) on the terms set out in Schedule B. The Securities will be unsecured senior obligations and will rank equally and rateably with all existing and future unsecured and unsubordinated indebtedness of the Company and are further described and will have the attributes substantially as outlined in the English and French language versions of the Canadian Final Prospectus (as defined below) and as outlined in the U.S. Final Prospectus (as defined below) of the Company filed in respect of the issue and sale of the Securities. The Securities are to be issued pursuant to an indenture entered into between the Company and Computershare Trust Company of Can
