0000950157-12-000232 Sample Contracts

AGENCY AGREEMENT
Agency Agreement • June 4th, 2012 • Rogers Communications Inc • Cable & other pay television services • 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 dated as of May 26, 2009 (the “Base Indenture”), between the Company and CIBC Mellon Trust Company, as trustee (the “Trustee”), as supplemented by the supplemental indentures, each to be dated as of the original issue date of the Securities (the “Supplemental Indentures” and, each together with the Base Indenture, an “Indenture” and collectively the “Indentures”) among the Company, Rogers Communications Partnership, an Ontario partnership (the “Guarantor”) and the Trustee. Payment of principal, premium, if any, and interest on t

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ROGERS COMMUNICATIONS INC., as issuer of the Notes, ROGERS COMMUNICATIONS PARTNERSHIP, as the Guarantor and CIBC MELLON TRUST COMPANY, as Trustee
Rogers • June 4th, 2012 • Rogers Communications Inc • Cable & other pay television services • Ontario

NINTH SUPPLEMENTAL INDENTURE dated as of June 4, 2012 (this “Supplemental Indenture”), among Rogers Communications Inc., a corporation organized under the laws of the Province of British Columbia (hereinafter called the “Company”), Rogers Communications Partnership, an Ontario partnership (hereinafter called the “Guarantor”) and CIBC Mellon Trust Company, a trust company existing and licensed under the federal laws of Canada, as trustee (hereinafter called the “Trustee”).

ROGERS COMMUNICATIONS INC., as issuer of the Notes, ROGERS COMMUNICATIONS PARTNERSHIP, as the Guarantor and CIBC MELLON TRUST COMPANY, as Trustee
Eighth Supplemental Indenture • June 4th, 2012 • Rogers Communications Inc • Cable & other pay television services • Ontario

EIGHTH SUPPLEMENTAL INDENTURE dated as of June 4, 2012 (this “Supplemental Indenture”), among Rogers Communications Inc., a corporation organized under the laws of the Province of British Columbia (hereinafter called the “Company”), Rogers Communications Partnership, an Ontario partnership (hereinafter called the “Guarantor”) and CIBC Mellon Trust Company, a trust company existing and licensed under the federal laws of Canada, as trustee (hereinafter called the “Trustee”).

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