SHAW COMMUNICATIONS INC. (an Alberta corporation) $450,000,000 6.1% Senior Notes due 2012 UNDERWRITING AGREEMENTUnderwriting Agreement • November 14th, 2005 • Shaw Communications Inc • Cable & other pay television services • Alberta
The undersigned, TD Securities Inc. and the Underwriters listed in Schedule A (collectively, the “Underwriters” and individually an “Underwriter”) understand that Shaw Communications Inc. (the “Company”) proposes to raise funds by the creation and issue of $450,000,000 principal amount of 6.10% Senior Notes due 2012 (the “Securities”) on the terms set out in Schedule B. The Securities will be unsecured senior obligations and will rank equally and ratably with all existing and future unsecured and unsubordinated indebtedness and are further described and will have the attributes substantially as outlined in the English and French language versions of the Canadian Prospectus and as outlined in the Registration Statement (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 dated November 12, 2003 between the Company and Computershare Trust Company of Canada, as trustee (the “Trustee”), as suppl
