Rogers Communications Inc 6-K, filed Mar 27, 2026
Rogers Communications Inc (RCI)
6-K
2026-03-27
For: 2026-03-27
View Original
Added on
April 11, 2026
About this 6-K
Rogers Communications Inc filed this 6-K on March 27, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of March, 2026
Commission File Number 001-10805
ROGERS COMMUNICATIONS INC.
(Translation of registrant’s name into English)
333 Bloor Street East
10th Floor
Toronto, Ontario M4W 1G9
Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
Incorporation by Reference
Exhibits 99.1 and 99.2 included in this Form 6-K are incorporated by reference into the registrant’s registration statements
on Form F-3D (File No. 333-170234) and on Form F-10 (File No. 333-294132).
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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ROGERS COMMUNICATIONS INC.
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By:
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/s/ Marisa Wyse | ||
| Name: | Marisa Wyse | |||
| Title: | Chief Legal Officer and Corporate Secretary | |||
Date: March 27, 2026
Exhibit Index
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Exhibit
Number
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Description of Document
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Exhibit 99.1
Execution Version
ROGERS COMMUNICATIONS INC.
UNDERWRITING AGREEMENT
March 24, 2026
To the Representatives named in
Schedule I hereto of the several
Underwriters named in
Schedule II hereto
Ladies and Gentlemen:
Rogers Communications Inc., a corporation existing under the laws of the Province of British Columbia, Canada (the “Company”), proposes to sell to the several
underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, (i) US$750,000,000 principal amount of its 6.875%
Fixed-to-Fixed Rate Subordinated Notes due 2056 (the “Securities”) as identified in Schedule I hereto, to be issued under an indenture dated as of February 12, 2025
(the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the third supplemental indenture between the Company and the Trustee, to be dated as of the Closing Date (as defined below)
(the “Third Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). To the extent there are no additional Underwriters listed on Schedule II other than you, the term Representatives as used herein shall mean you, as
Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Certain terms used herein are defined in Section 22 hereof.
Section 1. Representations and Warranties.
(a) The
Company represents and warrants to, and agree with, each Underwriter as set forth below in this Section 1.
(i) The Company is eligible under the Shelf Procedures to file and to use a short form base shelf prospectus for a distribution of the Securities in the Province of Ontario; the Company selected the Province of Ontario as review
jurisdiction for the Registration Statement and filed the Registration Statement with the Reviewing Authority; the Company obtained a notification of clearance from the Reviewing Authority in respect of the Registration Statement; and no order
suspending the distribution of the Securities has been issued by the Reviewing Authority or any other regulatory authority or court, and no proceeding for that purpose has been initiated or, to the Company’s knowledge, is pending or threatened or
contemplated by the Reviewing Authority or any other regulatory authority or court.
(ii) The Company meets the eligibility requirements for use of Form F-10 under the Act, has filed a registration statement on Form F-10 (the file number of which is set forth in Schedule I hereto) in respect of the Securities,
has appointed an agent for service of process on Form F-X in conjunction with the filing of such registration statement with the Commission and has caused the Trustee to prepare and file with the Commission a Statement of Eligibility and
Qualification on Form T-1; such registration statement and any post-effective amendment thereto have been declared effective by the Commission; any documents incorporated by reference in such registration statement, when such registration statement
became effective or when such documents were filed with the Commission, as the case may be, conformed in all material respects to the applicable requirements of the Exchange Act; and no stop order suspending the effectiveness of such registration
statement or any notice objecting to its use has been issued and no proceeding for that purpose has been initiated or, to the Company’s knowledge, threatened by the Commission.
(iii) Except
for the omission of disclosure that (x) is not applicable to the offering and sale of the Securities in the United States or (y) is permitted to be omitted from a prospectus contained in Part I of a registration statement on Form F-10
(collectively, “Omitted Disclosure”), the Base Prospectus, at the time the Reviewing Authority issued its notification of clearance for the Registration Statement, conformed in all material respects with the
applicable disclosure requirements of Ontario Securities Law (including the Shelf Procedures) that would have applied if the U.S. Final Prospectus was qualifying a public offering of the Securities in the Province of Ontario.
(iv) On each Effective Date, the Registration Statement did, and on the date first filed in accordance with General Instruction II.L of Form F-10 and on the Closing Date, the U.S. Final Prospectus will, conform in all material respects
with the applicable requirements of the Act; except for the omission of the Omitted Disclosure, on the date first filed and on the Closing Date, the U.S. Final Prospectus will conform in all material respects with the applicable disclosure
requirements of Ontario Securities Law (including the Shelf Procedures) that would have applied if the U.S. Final Prospectus was qualifying a public offering of the Securities in the Province of Ontario; on the Closing Date, the Indenture will
comply in all material respects with the applicable requirements of the Trust Indenture Act; the Registration Statement, as of each Effective Date, did not contain an untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading; and the U.S. Final Prospectus, as of its date on its filing date and on the Closing Date, will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or
warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) the information contained in or omitted from the
Registration Statement or the U.S. Final Prospectus based upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein; it being
understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.
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(v) As of the Time of Sale, (i) the Disclosure Package and (ii) each electronic road show, if any, when taken together as a whole with the Disclosure Package, did not include any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based
upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion therein; it being understood and agreed that the only such information furnished
by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.
(vi) At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Securities, the Company was not or is not an
Ineligible Issuer (as defined in Rule 405), without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an Ineligible Issuer. The Representatives have notified the
Company of the earliest time that an offering participant made a bona fide offer of the Securities.
(vii) Each Issuer Free Writing Prospectus and each final term sheet prepared and filed pursuant to this Agreement does not include any information that conflicts with the information contained in the Registration Statement, including any
document incorporated therein and any prospectus supplement deemed to be a part thereof that has not been superseded or modified. If there occurs an event or development as a result of which the Disclosure Package would include an untrue statement
of a material fact or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will promptly notify the Representatives. The foregoing two
sentences do not apply to statements in or omissions from the Disclosure Package based upon and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for use
therein; it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.
(viii) The Company is a reporting issuer not in default of Ontario Securities Law and is in compliance with its obligations thereunder in all material respects.
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(ix) There are no reports or information that, in accordance with Ontario Securities Law or the Act, must be filed or made publicly available in connection with the offering of the Securities that have not been made publicly available or
filed, as required (other than reports or information required to be filed or made public after the date hereof in conformity with the Shelf Procedures).
(x) The statements in the Disclosure Package and the U.S. Final Prospectus under the headings “Material U.S. Federal Income Tax Considerations”, “Material Canadian Federal Income Tax Considerations”, “Description of Debt Securities”,
“Description of the Notes” and “Enforceability of Certain Civil Liabilities” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters,
agreements, documents or proceedings.
(xi) The documents incorporated by reference in any Preliminary Prospectus, when they were filed with the Reviewing Authority, conformed in all material respects with the applicable requirements of Ontario Securities Law; the documents
incorporated by reference in the Base Prospectus and any Preliminary Prospectus, as the case may be, when the Registration Statement became effective or when any Preliminary Prospectus was filed with the Commission, respectively, conformed in all
material respects with the applicable requirements of the Exchange Act; and any further documents so filed and incorporated by reference in the Base Prospectus and the U.S. Final Prospectus or any amendment or supplement thereto prior to the
termination of the distribution of the Securities, when such documents are filed with the Reviewing Authority or the Commission, will conform in all material respects with the applicable requirements of Ontario Securities Law or the requirements of
the Exchange Act, as applicable.
(xii) The Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described in the Disclosure Package and the U.S. Final Prospectus will not be, required to register
as an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder.
(xiii) KPMG LLP, who are reporting upon the audited financial statements of the Company incorporated into the Disclosure Package and the U.S. Final Prospectus, are the auditors of the Company and are independent with respect to the Company
within the meaning of Ontario Securities Law and independent registered public accountants within the meaning of the Act.
(xiv) The Company has full corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Indenture.
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(xv) The consolidated financial statements, including the notes thereto, incorporated into the Disclosure Package and the U.S. Final Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of
the dates indicated, and the consolidated results of operations and changes in financial position of the Company and its subsidiaries for the periods specified. Such financial statements have been prepared in conformity with International Financial
Reporting Standards as in effect during each such period, in each case applied on a consistent basis throughout the periods involved (except as otherwise set forth in such statements).
(xvi) The Company has been duly amalgamated and is validly existing as a corporation under the Business Corporations Act (British Columbia), with corporate power and authority to own its
properties and conduct its business as described in the Disclosure Package and the U.S. Final Prospectus, and the Company is duly qualified as an extra-provincial or foreign corporation for the transaction of business under the laws of each other
jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, except, in each case, where the failure to so qualify in any jurisdiction is not reasonably likely, individually or in the aggregate,
to have a material adverse effect on the condition (financial or otherwise), earnings or business affairs of the Company and its subsidiaries, considered as one enterprise (a “Material Adverse Effect”).
(xvii) Each significant subsidiary of the Company as defined in Rule 1-02(w) of Regulation S-X (a “Significant Subsidiary”) has been duly organized and is validly existing as a corporation or partnership under the laws of the jurisdiction
of its organization, with the corporate or partnership, as applicable, power and authority to own its properties and conduct its business as described in the Disclosure Package and the U.S. Final Prospectus, and each Significant Subsidiary is duly
qualified to transact business in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except, in each case, where the failure to so qualify in any jurisdiction, is not
reasonably likely, individually or in the aggregate, to have a Material Adverse Effect.
(xviii) All of the issued and outstanding shares of the capital stock of the Company have been duly and validly authorized and issued. All of the issued and outstanding shares of each Significant Subsidiary that is a corporation have been
duly and validly authorized and issued and are fully paid and non-assessable and such shares are owned, directly or indirectly, by the Company, free and clear of all liens, encumbrances, equities or claims except as set forth in the Disclosure
Package and the U.S. Final Prospectus. All of the issued and outstanding partnership interests of each Significant Subsidiary that is a partnership have been duly and validly created and are owned, directly or indirectly, by the Company free and
clear of all liens, encumbrances, equities or claims except as set forth in the Disclosure Package and the U.S. Final Prospectus.
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(xix) Neither the Company nor any of its Significant Subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the Disclosure Package and the U.S. Final Prospectus any
material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or
contemplated in the Disclosure Package and the U.S. Final Prospectus; and, since the respective dates as of which information is given in the Disclosure Package and the U.S. Final Prospectus otherwise than as stated therein or contemplated thereby,
there has not been any material adverse change in the condition (financial or otherwise), earnings or business affairs of the Company and its subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business (a
“Material Adverse Change”).
(xx) Neither the Company nor any Significant Subsidiary is (A) in violation of its articles, by-laws or other constating documents or (B) in default in the performance or observance of any obligation, agreement, covenant or condition
contained in any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument to which it is a party or by which it may be bound or to which any of its properties and assets may be subject, except in the case of
clause (B) for such defaults that are not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect. The execution and delivery of this Agreement and the Indenture, the incurrence of the obligations set forth herein and
in the Indenture, the consummation of the transactions contemplated in this Agreement and the Indenture and compliance with the terms hereof and thereof have been duly authorized, or will be duly authorized by no later than the Closing Date, by all
necessary corporate action on the part of the Company, do not and will not result in any violation of the articles, by-laws or other constating documents of the Company or any Significant Subsidiary and do not and will not conflict with, or result
in a breach of any of the terms or provisions of, or constitute a default (or an event that with notice or lapse of time, or both, would constitute a default or permit acceleration) under, or result in the creation or imposition of any lien, charge
or encumbrance upon any property or assets of the Company or any Significant Subsidiary under (1) any indenture, mortgage, loan agreement, note, lease or other agreement or instrument to which the Company or any Significant Subsidiary is a party or
by which they may be bound or to which any of their properties or assets may be subject or (2) any existing applicable law, rule, regulation, judgment, franchise, order or decree of any government, governmental instrumentality or court, domestic or
foreign, having jurisdiction over the Company or any Significant Subsidiary or any of their respective properties or assets (other than, in each case, as described in the Disclosure Package and the U.S. Final Prospectus, and except in each case for
such conflicts, violations, breaches, defaults, liens, charges or encumbrances that are not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect).
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(xxi) No consent, approval, authorization, order, permit, license, filing, registration, clearance or qualification of, or with any court or regulatory, administrative or other governmental body of Canada or any province of
Canada or the United States or any individual state of the United States or under any statute, order, rule or regulation of any such regulatory, administrative or other governmental body is required in connection with the transactions
contemplated herein, except such as (1) have been made or obtained under the Act, Ontario Securities Law, the Business Corporations Act (Ontario) and
the Trust Indenture Act, (2) may be required under the blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the Disclosure Package and
the U.S. Final Prospectus and (3) will be made or obtained pursuant to Section 7(a) hereof and except for the filing with the Reviewing Authority or the Commission of (x) this Agreement and any other supporting documents in conformity with the
Shelf Procedures and (y) the Third Supplemental Indenture promptly following their execution.
(xxii) Except as otherwise disclosed in the Disclosure Package and the U.S. Final Prospectus, all material tax returns required to be filed by the Company and each Significant Subsidiary have been filed, other than any filings not yet due
or being contested in good faith, and all material taxes, including withholding taxes, penalties and interest, assessments, fees and other charges due pursuant to such returns or pursuant to any assessment received by the Company or any Significant
Subsidiary have been paid, other than those not yet payable or being contested in good faith and for which adequate reserves have been provided.
(xxiii) Except as disclosed in the Disclosure Package and the U.S. Final Prospectus, there is no action, suit or proceeding before or by any government, governmental instrumentality or court, domestic or foreign, now pending or, to the
knowledge of the Company, threatened against or affecting the Company or its subsidiaries that is reasonably likely, individually or in the aggregate, to result in a Material Adverse Effect.
(xxiv) The Company and each Significant Subsidiary has good and marketable title to all of its respective properties and assets described in the Disclosure Package and the U.S. Final Prospectus (excluding those properties and assets
described in the Disclosure Package and the U.S. Final Prospectus as being owned by other parties), owned free and clear of all liens, charges, encumbrances or restrictions, with only such exceptions as are described in the Disclosure Package and
the U.S. Final Prospectus or that are not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect; and all of the leases and subleases that are material to the business of the Company or any Significant Subsidiary and
under which the Company or any Significant Subsidiary, as the case may be, holds properties described in the Disclosure Package and the U.S. Final Prospectus, are in full force and effect with only such exceptions that are not reasonably likely,
individually or in the aggregate, to have a Material Adverse Effect.
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(xxv) Except as disclosed in the Disclosure Package and the U.S. Final Prospectus, the Company and each Significant Subsidiary currently holds in good standing all material permits, licenses, franchises and approvals of governmental
authorities and agencies necessary for the present use, ownership and operation of its respective businesses, including all permits, licenses, franchises and approvals required pursuant to the Broadcasting Act
(Canada), the Telecommunications Act (Canada), the Canadian Radio-television and Telecommunications Commission Act (Canada), the Radiocommunication
Act (Canada), the Copyright Act (Canada), the Online Streaming Act (Canada), the Online News Act (Canada), or
other statutes of Canada specifically relating to the regulation of either or both of the Canadian broadcasting and/or telecommunications industries and the orders, rules, regulations and directions promulgated pursuant to such statutes, including
the Broadcasting Distribution Regulations, 1997, the Discretionary Services Regulations, 2017, as amended, the Television
Broadcasting Regulations, 1987, as amended, the Radio Regulations, 1986, as amended, or any statutes or regulations of any province specifically relating to the regulation of either or both of the
Canadian broadcasting and telecommunications industries and the orders, rules, regulations and directions promulgated thereunder (collectively, the “Communications Statutes”) (except where the failure to do so is not reasonably likely, individually
or in the aggregate, to have a Material Adverse Effect), and no revocation or limitation of any such permit, license, franchise or approval is pending or, to the knowledge of the Company, threatened and neither the Company nor any Significant
Subsidiary is in default or violation of any Communications Statute or any such permit, license, franchise or approval (except where such revocation, limitation, default or violation is not reasonably likely, individually or in the aggregate, to
have a Material Adverse Effect), and the authorization, issuance and delivery of the Securities and the compliance by the Company with the terms of this Agreement and the Indenture do not and will not conflict with, or constitute a default under,
any Communications Statute or any such permits, licenses, franchises and approvals, including terms or provisions thereof relating to the maintenance of specified levels of Canadian ownership, as applicable. The Company and its Significant
Subsidiaries, as applicable, are in compliance with the applicable Canadian ownership requirements of the Communications Statutes. Except as disclosed in the Disclosure Package and the U.S. Final Prospectus, to the knowledge of the Company, there
is no threatened or pending change in any Communications Statute that is reasonably likely, individually or in the aggregate, to have a Material Adverse Effect.
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(xxvi) The Company and each Significant Subsidiary owns or possesses, or can acquire on reasonable terms, adequate patents, patent licenses, trademarks, service marks and trade names necessary to carry on its business as presently
conducted, and neither the Company nor any Significant Subsidiary has received any notice of infringement of or conflict with asserted rights of others with respect to any patents, patent licenses, trademarks, service marks or trade names that in
the aggregate, if the subject of an unfavorable decision, ruling or finding, is reasonably likely, individually or in the aggregate, to have a Material Adverse Effect.
(xxvii) The Company has not, taken, directly or indirectly, any action designed to, or that might be reasonably expected to, cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale
or resale of the Securities.
(xxviii) This Agreement has been duly authorized, executed and delivered by the Company.
(xxix) Each of the Base Indenture and the Third Supplemental Indenture have been duly authorized by the Company, and when the Third Supplemental
Indenture is duly executed and delivered by the Company and the Trustee, the Indenture will constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with the terms of the Indenture, except as
enforcement thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization or other similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general
principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law); the Indenture will conform in all material respects to the description thereof contained in the Disclosure Package and the U.S. Final
Prospectus; no registration, filing or recording of the Indenture under the laws of Canada or any province thereof is necessary in order to preserve or protect the validity or enforceability of the Indenture or the Securities issued thereunder;
and the Indenture has been duly qualified under the Trust Indenture Act.
(xxx) The Securities have been duly authorized by the Company and, when executed, authenticated, issued and delivered in the manner provided for in the Indenture and sold and paid for as provided in this Agreement, will constitute valid
and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization or other
similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law); the holders of the
Securities will be entitled to the benefits of the Indenture; the Securities have not been qualified by a prospectus for distribution in any province or territory of Canada; and the Securities will conform in all material respects to the
description thereof contained in the Disclosure Package and the U.S. Final Prospectus.
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(xxxi) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are
recorded, as necessary to permit preparation of financial statements in conformity with International Financial Reporting Standards and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s
general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Disclosure
Package and the U.S. Final Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no
adverse change in the Company’s internal control over financial reporting that has materially and adversely affected, or is reasonably likely to materially and adversely affect, the Company’s internal control over financial reporting.
(xxxii) The Company has established and maintains an effective system of “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Exchange Act) that (i) is designed to ensure that information relating to the
Company, including its subsidiaries, required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the periods specified in the Commission’s rules and
forms and (ii) has been evaluated for effectiveness as of the end of the last fiscal period covered by the Disclosure Package and the U.S. Final Prospectus.
(xxxiii) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director or officer of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would
result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), and the rules and regulations thereunder or the Corruption of Foreign Public Officials Act
(Canada) (the “CFPOA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or
other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political
office, in contravention of the FCPA or the CFPOA and the Company, its subsidiaries and, to the knowledge of the Company, their respective directors and officers have conducted their businesses in compliance with the FCPA or the CFPOA (other than
any immaterial noncompliance that would not result in a violation of the FCPA or CFPOA) and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance
therewith.
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(xxxiv) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign
Transactions Reporting Act of 1970, as amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and, to the Company’s knowledge, any related or similar rules, regulations or guidelines issued,
administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its
subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.
(xxxv) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director or officer of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign
Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or
other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.
(b) Any
certificate signed by any officer of the Company and delivered to the Underwriters or their counsel in connection with the offering of the Securities pursuant to this Agreement shall be deemed a representation and warranty by the Company to each
Underwriter as to the matters covered thereby.
Section 2. Purchase, Sale and Delivery of the
Securities. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees
to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite the name of such Underwriter in Schedule II hereto, plus any additional principal amount of the Securities
which such Underwriter may become obligated to purchase pursuant to the provisions of Section 12 hereof.
Section 3. Delivery and Payment. Delivery of
and payment for the Securities shall be made on the date and at the time specified in Schedule I hereto or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date
and time may be postponed by agreement between the Representatives and the Company or as provided in Section 12 hereof (such date and time of delivery and payment for the Securities being herein called the “Closing Date”). Delivery of the
Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by
wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct.
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Section 4. Offering by Underwriters. It is
understood that the several Underwriters propose to offer the Securities for sale to the public outside Canada as set forth in the U.S. Final Prospectus.
In addition, each Underwriter (i) represents that it has not offered or sold, directly or indirectly, and agrees that, during the period of the distribution of
the Securities, it will not, directly or indirectly, offer, sell or deliver, any of the Securities in or from Canada or to any resident of Canada and (ii) agrees that it will include a comparable provision to clause (i) above of this Section 4 in any
sub-underwriting, banking group or selling group agreement or similar arrangement with respect to the Securities that may be entered into by such Underwriter.
The Underwriters shall notify the Company when the distribution of the Securities has terminated.
Section 5. Certain Covenants of the Company.
The Company covenants with each Underwriter as follows:
(a) Prior to
the termination of the distribution of the Securities, the Company will not file any amendment of the Registration Statement or supplement (including the U.S. Final Prospectus or any Preliminary Prospectus) to the Base Prospectus unless the Company
has furnished the Representatives and counsel for the Underwriters a copy for the Representatives’ and such counsel’s review prior to filing and, except to the extent required for the Company to comply in a timely manner with its disclosure
obligations under applicable securities legislation and the requirements of any relevant stock exchange or otherwise required by law, rules or regulations applicable to the Company, will not file any such proposed amendment or supplement to which
the Representatives or counsel for the Underwriters reasonably object promptly after being furnished a copy thereof. The Company will cause the U.S. Final Prospectus, properly completed, to be filed in a form approved by the Representatives with
the Commission pursuant to General Instruction II.L of Form F-10 not later than the Commission’s close of business on the second Business Day following the date of this Agreement. The Company will promptly advise the Representatives (i) when the
U.S. Final Prospectus shall have been filed with the Commission, (ii) when any amendment or supplement to the U.S. Final Prospectus or the Registration Statement shall have been filed with the Commission or become effective or of any request by the
Commission or its staff or the Reviewing Authority for any amendment of the Registration Statement or for any amendment or supplement to the U.S. Final Prospectus, in each case, if such amendment or supplement relates to, or directly affects, the
Securities or the offering or sale thereof, (iii) for so long as delivery of the U.S. Final Prospectus is required in connection with the offering or sale of the Securities by the Underwriters, of the issuance by the Reviewing Authority or the
Commission of any stop order suspending the effectiveness of the Registration Statement or the use of any prospectus relating to the Securities or of any notice objecting to its use or the institution or, to the Company’s knowledge, threatening of
any proceeding for that purpose and (iv) prior to the termination of the distribution of the Securities, of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any
jurisdiction designated by the Representatives pursuant to Section 5(g) hereof or the institution or, to the Company’s knowledge, threatening of any proceeding for such purpose. Prior to the termination of the distribution of the Securities, the
Company will use its commercially reasonable efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement or any prospectus relating to the Securities and,
upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a
new registration statement and using its commercially reasonable efforts to have such amendment or new registration statement declared effective as soon as practicable.
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(b) To
prepare a final term sheet in the form approved by the Representatives and attached as Schedule IV hereto and to file such term sheet pursuant to Rule 433(d) within the time required by such Rule.
(c) If, at
any time prior to the filing of the U.S. Final Prospectus pursuant to General Instruction II.L of Form F-10, any event occurs as a result of which the Disclosure Package would include any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein in the light of the circumstances under which they were made or the circumstances then prevailing not misleading, the Company will (i) notify promptly the Representatives so that any
use of the Disclosure Package may cease until it is amended or supplemented, (ii) amend or supplement the Disclosure Package to correct such statement or omission and (iii) supply any amendment or supplement to the Representatives in such
quantities as the Representatives may reasonably request.
(d) If, at
any time when a prospectus relating to the Securities is required to be delivered by an Underwriter or dealer under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of
which the U.S. Final Prospectus as then supplemented or amended would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in the light of the circumstances under which
they were made at such time not misleading, or if it shall be necessary, in the opinion of the Company or its counsel, to amend the Registration Statement, file a new registration statement or supplement or amend the U.S. Final Prospectus to comply
with applicable Ontario Securities Law, the Act or the Exchange Act, including in connection with use or delivery of the U.S. Final Prospectus, the Company promptly will (i) notify the Representatives of any such event, (ii) prepare and file with
the Commission (and, if applicable, the Reviewing Authority) an amendment or supplement or new registration statement, as applicable, which will correct such statement or omission or effect such compliance, (iii) to the extent applicable, use its
commercially reasonable efforts to have any amendment to the Registration Statement or new registration statement declared effective as soon as practicable in order to avoid any disruption in use of the U.S. Final Prospectus and (iv) supply copies
of any supplemented or amended U.S. Final Prospectus to the Representatives in such quantities as the Representatives may reasonably request. The Company will pay all costs and expenses incident to complying with this Section 5(d) and Section 5(f)
during the nine month period following the date of this Agreement and, after such period, such costs and expenses shall be borne by the Underwriters.
(e) As soon
as practicable, to the extent required, the Company will make generally available to its security holders and to the Representatives an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of
Section 11(a) of the Act and Rule 158.
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(f) The
Company will furnish to the Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without
exhibits thereto) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of the Preliminary
Prospectus, the U.S. Final Prospectus and each Issuer Free Writing Prospectus and any supplement thereto as the Representatives may reasonably request.
(g) The
Company will use its commercially reasonable efforts, in cooperation with the Representatives, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions in the United States as the
Representatives may designate and to maintain such qualifications in effect so long as required for the distribution of the Securities; provided, however that the Company shall not be obligated to file any general consent to service
of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so
subject or to amend its articles or any of its other constating documents.
(h) The
Company agrees that, unless it has or shall have obtained the prior written consent of the Representatives, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has or shall have obtained, as the case may be, the
prior written consent of the Company it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule
405) required to be filed by the Company with the Commission or retained by the Company under Rule 433, other than a free writing prospectus containing the information contained in the final term sheet prepared and filed pursuant to Section 5(b)
hereof; provided that the prior written consent of the parties hereto shall be deemed to have been given in respect of the free writing prospectuses included in Schedule III hereto and any electronic road show. Any such free writing
prospectus consented to by the Representatives or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus
as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the
Commission, legending and record keeping.
(i) For a
period of three years after the Closing Date, upon request, the Company will furnish to the Representatives, copies of all annual reports and current reports filed with the Commission on Forms 40-F and 6-K, or such other similar forms as may be
designated by the Commission, all documents and reports filed with the applicable securities regulatory authorities in Canada (except for confidential portions of reports filed with such authorities on a confidential basis) and such other
documents, reports and information as shall be furnished by the Company to its security holders generally; provided, however, the Company does not need to furnish any such documents, reports or other information to the extent they
are made publicly available on SEDAR+ or EDGAR or any other website maintained by the Commission or the securities regulatory authorities in Canada.
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(j) The
Company will use commercially reasonable efforts in cooperation with the Underwriters to permit the Securities to be eligible for clearance and settlement through DTC.
(k) The
Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the Disclosure Package and the U.S. Final Prospectus.
(l) The
Company will not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the
disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of the Company or any person in privity with the Company or any affiliate of the Company), directly or
indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the
meaning of Section 16 of the Exchange Act, any debt securities issued or guaranteed by the Company (other than the Securities) or publicly announce an intention to effect any such transaction, until the Closing Date. The foregoing sentence shall
not apply to (a) debt securities that mature not more than 397 days from their date of issue, (b) any debt securities denominated in Canadian dollars and (c) debt securities issued to any of the Company’s subsidiaries or affiliates.
(m) The
Company will not take, directly or indirectly, any action designed to, or that might be reasonably expected to, cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the
Securities.
Section 6. Payment of Expenses. Except as
provided in Section 5(d) or as otherwise expressly provided in this Agreement, the Company will pay all costs and expenses incident to the performance of the Company’s obligations under this Agreement, the Securities and the Indenture, including:
(a) the preparation, printing (or reproduction) and filing with the Commission (and, as applicable, the Reviewing Authority) of the Registration Statement (including financial statements and exhibits thereto), any Preliminary Prospectus, the U.S.
Final Prospectus and each Issuer Free Writing Prospectus, and each amendment or supplement to any of them; (b) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such
copies of the Registration Statement, any Preliminary Prospectus, the U.S. Final Prospectus and each Issuer Free Writing Prospectus, and all amendments or supplements to any of them, as may, in each case, be reasonably requested by the
Representatives for use in connection with the offering and sale of the Securities; (c) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with
the original issuance and sale of the Securities; (d) any registration or qualification of the Securities for offer and sale under the securities or blue sky laws of the several states designated by the Representatives pursuant to Section 5(g)
hereof (including filing fees and the reasonable fees and expenses of counsel for the Underwriters relating to such registration and qualification); (e) the fees and expenses of the Company’s accountants and the fees and expenses of counsel
(including local and special counsel) for the Company; (f) any fees charged by ratings agencies for the rating of the Securities and (g) all other costs and expenses incident to the performance by the Company of its obligations hereunder. It is
understood, however, that, except as provided in this Section 6 and Section 8 and Section 9 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel and any advertising expenses connected with any
offers and sales of the Securities the Underwriters may make.
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If this Agreement is terminated by the Underwriters in accordance with the provisions of Section 7, Section 11(a)(i) or Section 12, the Company agrees to
reimburse the Underwriters (except, in the case of a termination pursuant to Section 12, a defaulting Underwriter) for all reasonable out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.
Section 7. Conditions of the Underwriters’
Obligations. The obligations of the Underwriters to purchase the Securities shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Time of Sale and the Closing Date, to the
accuracy of the statements of the Company made in any certificates delivered to the Underwriters pursuant to the provisions hereof, to the performance by the Company at or prior to the Closing Date of their respective obligations hereunder that are
required to be performed at or prior to the Closing Date and to the following additional conditions:
(a) The U.S.
Final Prospectus shall have been filed with the Commission pursuant to General Instruction II.L of Form F-10; the final term sheet contemplated by Section 5(b) hereof, and any other material required to be filed by the Company pursuant to Rule
433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or the use of any prospectus
relating to the Securities or of any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened by the Commission.
(b) At the
Closing Date, each Underwriter shall have received a signed opinion of McCarthy Tétrault LLP, Canadian counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the Underwriters may reasonably require and
which opinion will be limited to the applicable laws of the Province of Ontario and the federal laws of Canada applicable therein. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent
they deem proper, upon certificates of officers of the Company and upon certificates of public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters.
(c) At the
Closing Date, each Underwriter shall have received a signed opinion and letter of Skadden, Arps, Slate, Meagher & Flom LLP, United States counsel for the Underwriters, dated as of the Closing Date, with respect to such customary matters as the
Underwriters may reasonably require. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and upon certificates of public
officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters.
(d) At the
Closing Date, each Underwriter shall have received (i) a signed opinion of Davies Ward Phillips & Vineberg LLP, Canadian counsel for the Company, which opinion will be limited to the applicable laws of the Province of Ontario, including the
federal laws of Canada applicable therein, and (ii) a signed opinion of Fasken Martineau Du-Moulin LLP, British Columbia counsel for the Company, which opinion will be limited to the applicable laws of the Province of British Columbia, including
the federal laws of the Canada applicable therein, in each case dated as of the Closing Date, in a form and with respect to such customary matters as may be reasonably satisfactory to the Underwriters. In giving such opinion, such counsel may state
that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and upon certificates of public officials. Such counsel may further state that they express no
opinion as to the Communications Statutes and related matters.
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(e) At the
Closing Date, each Underwriter shall have received a signed opinion and letter of Cravath, Swaine & Moore LLP, United States counsel for the Company, dated as of the Closing Date, in a form and with respect to such customary matters as may be
reasonably satisfactory to the Underwriters. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and upon certificates of
public officials. Such counsel may further state that they express no opinion as to the Communications Statutes and related matters.
(f) At the
Closing Date, the Underwriters shall have received a certificate from Dean Shaikh, Senior Vice-President, Regulatory Affairs, dated as of the Closing Date, in form and substance satisfactory to the Underwriters and counsel for the Underwriters, to
the effect set forth in Annex A hereto. In delivering such certificate, such officer may rely, to the extent he deems appropriate in the circumstances, upon certificates of officers of the Company and upon certificates of public officials.
(g) At the
Closing Date, the Underwriters shall have received a certificate of any two Vice Presidents of the Company, dated as of the Closing Date, to the effect that the signers of such certificate have examined the Registration Statement, the Disclosure
Package, the U.S. Final Prospectus and any supplements or amendments thereto, as well as each electronic road show used in connection with the offering of the Securities, the Securities, the Indenture and this Agreement and that, to the best of
such signer’s knowledge after due investigation and not in a personal capacity: (1) the Disclosure Package, as of the Time of Sale, did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading, (2) there has not been, since the dates as of which information is given in the Disclosure Package and the U.S. Final Prospectus, a Material Adverse
Change, (3) the Company has in all material respects complied with all agreements and satisfied all conditions to be performed or satisfied by it under this Agreement at or prior to the Closing Date and (4) the other representations and warranties
of the Company set forth in Section 1(a) hereof are true and correct as though expressly made at and as of the Closing Date.
(h) On the
date hereof and at the Closing Date, the Underwriters shall have received from KPMG LLP a letter, in form and substance reasonably satisfactory to the Underwriters, containing statements and information of the type ordinarily included in
accountant’s “comfort letters” to underwriters with respect to the Company’s financial statements and certain financial information contained in the Disclosure Package, and, with respect to the letter delivered on the Closing Date, the U.S. Final
Prospectus.
(i) Subsequent
to the Time of Sale and prior to the Closing Date, there shall not have been any downgrading, nor any notice given of any intended or potential downgrading or of a possible change that does not indicate the direction of the possible change, in the
rating accorded any of the Company’s long term debt, including the Securities, by S&P Global Ratings, a division of S&P Global Inc., Moody’s Investors Service, Inc., DBRS Limited or, in each case, any successor to the rating agency business
thereof.
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(j) At the
Closing Date, counsel for the Underwriters shall have been furnished with all such documents, certificates and opinions as they may reasonably request for the purpose of enabling them to pass upon the issuance and sale of the Securities as
contemplated in this Agreement and the matters referred to in Section 7(b) and Section 7(c) and in order to evidence the accuracy and completeness of any of the representations, warranties or statements of the Company, the performance of any of the
agreements of the Company, or the fulfillment of any of the conditions herein contained.
(k) Prior to
the Closing Date, the Securities shall be eligible for clearance and settlement through DTC.
If any of the conditions specified in this Section 7 shall not have been fulfilled when and as required by this Agreement, this Agreement may be terminated by
the Underwriters on notice to the Company at any time at or prior to the Closing Date, and such termination shall be without liability of any party to any other party except as provided in Section 6 hereof. Notwithstanding any such termination, the
provisions of Sections 1, 6, 8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effect.
Section 8. Indemnification.
(a) The
Company agrees to indemnify and hold harmless each Underwriter, its affiliates and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Base Prospectus,
any Preliminary Prospectus, the U.S. Final Prospectus, any Issuer Free Writing Prospectus or the information contained in the final term sheet required to be prepared and filed pursuant to Section 5(b) hereof, or in any amendment thereof or
supplement thereto, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein (in the case of the Base Prospectus, any Preliminary Prospectus, the U.S. Final
Prospectus, any Issuer Free Writing Prospectus or the information contained in the final term sheet required to be prepared and filed pursuant to Section 5(b) hereof, in light of the circumstances under which they were made), not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that any such settlement is effected with the written consent of the
Company; and
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(iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense
is not paid under (i) or (ii) above;
provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement
or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, the Base
Prospectus, any Preliminary Prospectus, the U.S. Final Prospectus, any Issuer Free Writing Prospectus or the information contained in the final term sheet required to be prepared and filed pursuant to Section 5(b) hereto, or in any amendment thereof
or supplement thereto; it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.
(b) Each
Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, each of its officers who signs the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15
of the Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the U.S. Final Prospectus, any Issuer Free Writing Prospectus or the information contained in the final term
sheet required to be prepared and filed pursuant to Section 5(b) hereto, or in any amendment thereof or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the
Representatives expressly for use in the Base Prospectus, any Preliminary Prospectus, the U.S. Final Prospectus, any Issuer Free Writing Prospectus or the information contained in the final term sheet required to be prepared and filed pursuant to
Section 5(b) hereto, or in any amendment thereof or supplement thereto. The Company acknowledges that the statements set forth in the last paragraph of the cover page regarding delivery of the Securities and, under the heading “Underwriting,” (i)
the names listed in the table in the Second paragraph of the text, (ii) the third and fourth sentences of the third paragraph related to concessions and (iii) the sixth, seventh and eighth paragraphs related to stabilization and penalty bids in any
Preliminary Prospectus and the U.S. Final Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus, the U.S. Final Prospectus or any Issuer Free Writing
Prospectus.
(c) Each
indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not
relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this Section 8.
In the case of parties indemnified pursuant to Section 8(a) above, counsel to the indemnified parties shall be selected by the Representatives, and, in the case of parties indemnified pursuant to Section 8(b) above, counsel to the indemnified
parties shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of
the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all
indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent
of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in
respect of which indemnification or contribution could be sought under this Section 8 or Section 9 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes
an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on
behalf of any indemnified party.
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Section 9. Contribution. If the
indemnification provided for in Section 8 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying
party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriters on the other hand from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such
losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.
The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Securities pursuant
to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company and the total underwriting
commission received by the Underwriters bear to the aggregate public offering price of the Securities.
The relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether any
such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 9 was determined by pro rata allocation
(even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 9. The aggregate amount of losses, liabilities,
claims, damages and expenses incurred by an indemnified party and referred to above in this Section 9 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending
against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.
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Notwithstanding the provisions of this Section 9, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at
which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or
omission or alleged omission.
No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.
For purposes of this Section 9, each person, if any, who controls an Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act
shall have the same rights to contribution as such Underwriter, and each director of the Company, its officers who signs the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act shall have the same rights to contribution as the Company. The Underwriters’ respective obligations to contribute pursuant to this Section 9 are several in proportion to the principal amount of the Securities set forth
opposite their respective names in Schedule II hereto and not joint.
Section 10. Representations, Warranties and
Agreements to Survive Delivery.
The representations, warranties, indemnities, agreements and other statements of the Company or the officers set forth in or made pursuant to this Agreement
will remain operative and in full force and effect regardless of any investigation made by or on behalf of the Company or any Underwriter or any controlling person of any Underwriter and will survive delivery of and payment for the Securities.
Section 11. Termination of Agreement.
(a) The
Representatives may terminate this Agreement on behalf of themselves and the Underwriters, by notice to the Company, at any time at or prior to the Closing Date, (i) if there has been, since the time of execution of this Agreement or since the
respective dates as of which information is given in the Disclosure Package and the U.S. Final Prospectus, a Material Adverse Change, or (ii) if there has occurred any material adverse change in the financial markets in the United States or Canada,
any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is
such as to make it, in the judgment of the Representatives, impracticable to proceed with the offering or delivery of the Securities as contemplated by the Disclosure Package or the U.S. Final Prospectus (exclusive of any amendment or supplement
thereto subsequent to the date hereof), or (iii) if trading in any securities of the Company has been suspended by the Commission, any securities commission or securities regulatory authority in Canada, or if trading generally on the New York Stock
Exchange or the Toronto Stock Exchange has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required by any such exchange or by order of the
Commission, any securities commission or securities regulatory authority in Canada, the Financial Industry Regulatory Authority, the New York Stock Exchange or the Toronto Stock Exchange or any other governmental authority or (iv) if a banking
moratorium has been declared by United States federal, New York State or Canadian federal authorities.
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(b) If this
Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party, except to the extent provided in Section 6 hereof. Notwithstanding any such termination, the provisions of Sections 1, 6,
8, 9, 10, 13, 14, 16, 17, 18, 19, 20, 21 and 22 hereof shall remain in effect.
Section 12. Default by One or More of the
Underwriters. If one or more of the Underwriters shall fail at the Closing Date to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right,
within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if,
however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
(a) if the
number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, the non-defaulting Underwriters shall be obligated, each severally and not jointly, to purchase the full amount
thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b) if the
number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter.
No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default.
In the event of any such default which does not result in a termination of this Agreement, either the Underwriters or the Company shall have the right to
postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement and the U.S. Final Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter”
includes any person substituted for a defaulting Underwriter under this Section 12.
22
Section 13. Agent for Service; Submission to
Jurisdiction; Waiver of Immunities. By the execution and delivery of this Agreement, the Company (i) acknowledges that it will, prior to the Closing Date and by separate written instrument, irrevocably designate and appoint CT Corporation
System (“CT Corporation”), 28 Liberty Street, New York, New York 10005 (and any successor entity), as its authorized agent upon which process may be served in any suit or proceeding arising out of or relating to this Agreement, the Securities or
the Indenture that may be instituted in any federal or state court in the State of New York or brought under federal or state securities laws, (ii) submits to the non-exclusive jurisdiction of any such court in any such suit or proceeding and (iii)
agrees that service of process upon CT Corporation (or any successor) and written notice of said service to the Company (mailed or delivered in accordance with Section 14), shall be deemed in every respect effective service of process upon the
Company in any such suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of CT
Corporation (or any successor) in full force and effect so long as any of the Securities shall be outstanding.
To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of
notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to
the extent permitted by law.
The provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.
Section 14. Notices. All communications
hereunder shall be in writing and shall be mailed, hand delivered, couriered or facsimiled and confirmed to the parties hereto as follows:
If to the Representatives:
BofA Securities, Inc.
114 West 47th Street
NY8-114-07-01
New York, New York 10036
Facsimile: (212) 901-7881
Attention: High Grade Transaction Management/Legal
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Fax: (646) 291-1469
Attention: General Counsel
RBC Capital Markets, LLC
200 Vesey Street, 8th Floor
New York, NY 10281
Email: TMGUS@rbccm.com
Attention: DCM Transaction Management
23
Scotia Capital (USA) Inc.
250 Vesey Street
New York, New York 10281
Email: US.Legal@scotiabank.com; TAG@scotiabank.com
Attention: Debt Capital Markets
with a copy to:
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, New York 10001-8602
Email: Ryan.Dzierniejko@skadden.com
Attention: Ryan J. Dzierniejko
and to:
McCarthy Tétrault LLP
66 Wellington Street West
Toronto, Ontario, Canada M5X 1E6
Email: AParker@mccarthy.ca and JBrimmer@mccarthy.ca
Attention: Andrew Parker; Jo-Anna Brimmer
If to the Company:
Rogers Communications Inc.
333 Bloor Street East
Toronto, Ontario, Canada M4W 1G9
Emails: [REDACTED]
Attention: [REDACTED]
with a copy to:
Cravath, Swaine & Moore LLP
Two Manhattan West
375 Ninth Avenue
New York, New York 10001
Email: JZavaglia@cravath.com and DDolan@cravath.com
Attention: Joseph D. Zavaglia; Douglas Dolan
and to:
Davies Ward Phillips & Vineberg LLP
155 Wellington Street West
Toronto, Ontario, Canada M5V 3J7
Email: dwilson@dwpv.com
Attention: David T. Wilson
24
Section 15. No Fiduciary Duty. The Company
hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting,
on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company and (c) the Company’s engagement of the Underwriters in connection with the offering and the process leading up to the offering is as
independent contractors and not in any other capacity. Furthermore, the Company agrees that they are solely responsible for making their own judgments in connection with the offering (irrespective of whether any of the Underwriters has advised or
is currently advising the Company on related or other matters). The Company agrees that they will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company,
in connection with such transaction or the process leading thereto.
Section 16. Integration. This Agreement
supersedes all prior agreements and understandings (whether written or oral) among the Company and the Underwriters, or any of them, with respect to the subject matter hereof.
Section 17. Parties. This Agreement is made
solely for the benefit of the Company and the Underwriters and, to the extent expressed, any person controlling the Company, the Underwriters, the directors and the officers of the Company and any person referred to in Section 8 and 9, and in each
case their executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. The term “successors and assigns” shall not include any purchaser, as such purchaser, of the
Securities from the Underwriters.
25
Section 18. Governing Law and Time. This
Agreement shall be governed by the law of the State of New York. Specified times of the day refer to New York City time.
Section 19. Waiver of Jury Trial. THE COMPANY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
Section 20. Counterparts. This Agreement may
be executed in one or more counterparts and delivered by facsimile or portable document format (PDF), and when a counterpart has been so executed and delivered by each party, all such counterparts taken together shall constitute one and the same
agreement. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other
applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
Section 21. Recognition of the U.S. Special
Resolution Regimes.
(a) In the
event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be
effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
(b) In the
event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such
Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
As used in this Section 21:
“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
“Covered Entity” means any of the following:
(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
26
(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the
Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
Section 22. Definitions. The terms that
follow, when used in this Agreement, shall have the meanings indicated.
“Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.
“Base Indenture” shall have the meaning set forth in the first paragraph of this Agreement.
“Base Prospectus” shall mean the Short Form Base Shelf Prospectus of the Company dated as of March 17, 2026 and filed as Part I of the
Registration Statement.
“Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust
companies are authorized or obligated by law to close in New York, New York or Toronto, Ontario.
“Closing Date” shall have the meaning set forth in Section 3 hereof.
“Commission” shall mean the U.S. Securities and Exchange Commission.
“Communications Statutes” shall have the meaning set forth in Section 1(a)(xxvii) hereof.
“Disclosure Package” shall mean (i) the Base Prospectus contained in the Registration Statement at the Time of Sale, (ii) the Preliminary
Prospectus, if any, used most recently prior to the Time of Sale, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto and (iv) the final term sheet prepared and filed pursuant to Section 5(b) hereof.
“Effective Date” shall mean each date and time that the Registration Statement and any post-effective amendment or amendments thereto became
or becomes effective.
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated
thereunder.”Free Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405.
“Indenture” shall have the meaning set forth in the first paragraph of this Agreement.
27
“Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433.
“Material Adverse Change” shall have the meaning set forth in Section 1(a)(xxi) hereof.
“Material Adverse Effect” shall have the meaning set forth in Section 1(a)(xviii) hereof.
“Ontario Securities Law” shall mean the applicable securities laws in the Province of Ontario and the rules and regulations under such laws,
together with the applicable published policy statements, instruments, blanket orders, blanket rulings and notices of the Reviewing Authority.
“Permitted Free Writing Prospectus” shall have the meaning set forth in Section 5(h) hereof.
“Preliminary Prospectus” shall mean any preliminary prospectus supplement to the Base Prospectus which is used to offer the Securities prior
to the filing of the U.S. Final Prospectus, together with the Base Prospectus.
“Registration Statement” shall mean the registration statement on Form F-10 filed with the Commission on March 17, 2026, including the Base
Prospectus, exhibits, financial statements and any prospectus supplement relating to the Securities that is filed with the Commission and deemed part of such registration statement, and in the event any post-effective amendment thereto becomes
effective prior to the Closing Date, shall also mean such registration statement as so amended.
“Reviewing Authority” shall mean the Ontario Securities Commission.
“Rule 158”, “Rule 164”, “Rule 172”, “Rule 405”, “Rule 430B” and “Rule 433” refer to such rules and regulations under the Act.
“Shelf Procedures” shall mean the rules and procedures that would have been applicable to the transactions contemplated hereby if the
Company were to have filed a short form base shelf prospectus with the Reviewing Authority for distribution of the Securities in the Province of Ontario, as established under National Instrument 44-101 and National Instrument 44-102 promulgated by
the Canadian Securities Administrators and adopted by the Reviewing Authority for the distribution of securities on a continuous or delayed basis.
“Third Supplemental Indenture” shall have the meaning set forth in the first paragraph of this Agreement.
“Time of Sale” shall have the meaning set forth in Schedule I hereto.
“Trustee” shall mean The Bank of New York Mellon.
“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated
thereunder.
28
“U.S. Final Prospectus” shall mean the prospectus supplement to the Base Prospectus relating to the Securities filed pursuant to General
Instruction II.L of Form F-10 after the Time of Sale, together with the Base Prospectus.
Any reference herein to the Base Prospectus, a Preliminary Prospectus, the Registration Statement, or the U.S. Final Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein at the applicable time pursuant to the applicable Shelf Procedures, the Exchange Act or the Act, as applicable; and any reference herein to the terms “amend”, “amendment”, “amended”,
“supplemented” or “supplement” with respect to the Base Prospectus, a Preliminary Prospectus, the Registration Statement, the U.S. Final Prospectus or the Disclosure Package shall be deemed to include the filing of any document pursuant to the
applicable Shelf Procedures, the Exchange Act or the Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the U.S. Final Prospectus, as the case may be, which filing is
incorporated, or is otherwise deemed to be incorporated, therein by reference.
[Remainder of this page intentionally left blank]
29
If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this
Agreement and your acceptance shall represent a binding agreement among the Company and the several Underwriters.
|
Very truly yours,
ROGERS COMMUNICATIONS INC.
|
|
|
|
|
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By:
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[REDACTED]
|
|
Name:
|
[REDACTED]
|
|
Title:
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[REDACTED]
|
|
By:
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[REDACTED]
|
|
Name:
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[REDACTED]
|
|
Title:
|
[REDACTED]
|
[Signature Page to Underwriting Agreement]
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
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BOFA SECURITIES, INC.
|
|
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By:
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/s/ Kevin Wehler
|
|
Authorized Signatory
|
|
|
Name:
|
Kevin Wehler
|
|
Title:
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Managing Director
|
|
For itself and the other several Underwriters named in Schedule II to the
foregoing Agreement.
|
|
[Signature Page to Underwriting Agreement]
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CITIGROUP GLOBAL MARKETS INC.
|
|
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By:
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/s/ Adam D. Bordner
|
|
Authorized Signatory
|
|
|
Name:
|
Adam D. Bordner
|
|
Title:
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Managing Director
|
|
For itself and the other several Underwriters named in Schedule II to the
foregoing Agreement.
|
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[Signature Page to Underwriting Agreement]
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RBC CAPITAL MARKETS, LLC
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|
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By:
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/s/ Scott Primrose
|
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Authorized Signatory
|
|
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Name:
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Scott Primrose
|
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Title:
|
Authorized Signatory
|
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For itself and the other several Underwriters named in Schedule II to the
foregoing Agreement.
|
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[Signature Page to Underwriting Agreement]
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SCOTIA CAPITAL (USA) INC.
|
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By:
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/s/ Michael Ravanesi
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Authorized Signatory
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Name:
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Michael Ravanesi
|
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Title:
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Managing Director
|
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For itself and the other several Underwriters named in Schedule II to the
foregoing Agreement.
|
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[Signature Page to Underwriting Agreement]
SCHEDULE I
6.875% Fixed-to-Fixed Rate Subordinated Notes due 2056
|
Underwriting Agreement:
|
Dated March 24, 2026
|
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Registration Statement No.:
|
333-294132
|
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Representatives:
|
BofA Securities, Inc., Citigroup Global Markets Inc., RBC Capital Markets, LLC and Scotia Capital (USA) Inc.
|
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Title:
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6.875% Fixed-to-Fixed Rate Subordinated Notes due 2056 (the “Notes”)
|
|
Principal Amount:
|
US$750,000,000
|
|
Purchase Price:
|
99.000%, plus accrued interest, if any, from March 27, 2026 to the Closing Date
|
|
Closing Date, Time and Location:
|
March 27, 2026 at 8:00 a.m. New York time at
Cravath, Swaine & Moore LLP,
Two Manhattan West,
375 Ninth Avenue,
New York, NY 10001
|
|
Type of Offering:
|
Non-delayed
|
|
Time of Sale:
|
4:40 p.m. on March 24, 2026
|
I-1
SCHEDULE II
Securities to be Purchased
|
Underwriters
|
Principal Amount of
Notes to be Purchased
|
|
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BofA Securities, Inc.
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US$97,500,000
|
|
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Citigroup Global Markets Inc.
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US$97,500,000
|
|
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RBC Capital Markets, LLC
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US$97,500,000
|
|
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Scotia Capital (USA) Inc.
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US$97,500,000
|
|
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Mizuho Securities USA LLC
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US$45,000,000
|
|
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MUFG Securities Americas Inc.
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US$45,000,000
|
|
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SMBC Nikko Securities America, Inc.
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US$45,000,000
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|
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Wells Fargo Securities, LLC
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US$45,000,000
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ATB Capital Markets Corp.
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US$30,000,000
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|
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BMO Capital Markets Corp.
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US$30,000,000
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|
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CIBC World Markets Corp.
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US$30,000,000
|
|
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J.P. Morgan Securities LLC
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US$30,000,000
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|
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National Bank of Canada Financial Inc..
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US$30,000,000
|
|
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TD Securities (USA) LLC
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US$30,000,000
|
|
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Total
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US$750,000,000
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II-1
SCHEDULE III
Schedule of Free Writing Prospectuses included in the Disclosure Package
| 1. |
Free Writing Prospectus, dated March 24, 2026, relating to 6.875% Fixed-to-Fixed Rate Subordinated Notes due 2056.
|
III-1
SCHEDULE IV
Rogers Communications Inc.
6.875% Fixed-to-Fixed Rate Subordinated Notes due 2056
Dated March 24, 2026
The following information supplements (or supersedes, to the extent that it is inconsistent therewith) the
Preliminary Prospectus Supplement dated March 24, 2026 relating to the below described securities (the “Preliminary Prospectus Supplement”). Capitalized terms used but not defined in this pricing term
sheet shall have the meaning ascribed to them in the Preliminary Prospectus Supplement.
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Issuer:
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Rogers Communications Inc. (“RCI”)
|
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Security:
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6.875% Fixed-to-Fixed Rate Subordinated Notes due 2056 (the “Notes”)
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Expected Ratings*:
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Moody’s Investors Service Inc.: Ba1 (Stable)
S&P Global Ratings: BB (Negative)
DBRS: BB (Positive)
|
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Principal Amount:
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US$750,000,000
|
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Pricing Date:
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March 24, 2026
|
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Settlement Date:
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March 27, 2026 (T+3)
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Maturity Date:
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July 31, 2056 (the “Maturity Date”)
|
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Offering Price:
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100.000% of the principal amount
|
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Interest Rate:
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The Notes will bear interest (i) from, and including, the settlement date to, but excluding, July 31, 2031, at a rate of 6.875% per annum and (ii)
from, and including, July 31, 2031, to but excluding the Maturity Date the outstanding Notes will bear interest at a rate per annum equal to the 5-Year Treasury Rate (subject to reset as described below) plus 2.840%; provided, that the interest rate during any Interest Rate Reset Period for the Notes will not reset below 6.875% (which equals the initial interest rate on the Notes).
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IV-1
|
The 5-Year Treasury Rate for computing interest on the outstanding Notes from and after the Initial Interest Rate Reset Date will initially be
based on such rate as of the first business day prior to the Initial Interest Rate Reset Date and it will be reset on the fifth anniversary of the Initial Interest Rate Reset Date and, thereafter, on each subsequent date that is the fifth
anniversary of the immediately preceding date on which such rate is reset, based on the 5-Year Treasury Rate as of the first business day prior to each such fifth anniversary.
“Initial Interest Rate Reset Date” means July 31, 2031.
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|
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Interest Payment Dates:
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Interest on the Notes will be payable semi-annually in arrears on January 31 and July 31 of each year (each, an “Interest
Payment Date”), commencing on July 31, 2026, subject to deferral pursuant to the Deferral Right.
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Deferral Right:
|
So long as no event of default has occurred and is continuing, RCI may elect, at its sole option, at any date other than an Interest Payment Date,
to defer the interest payable on the Notes (the “Deferral Right”) on one or more occasions for up to five consecutive years.
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Day Count Convention:
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360-day year consisting of twelve 30-day months and, for any period shorter than six months, on the basis of the actual number of days elapsed per
30-day month.
|
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Optional Redemption:
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RCI may, at its option, redeem the Notes , in whole at any time or in part from time to time, (i) on any day in the period commencing on and
including the date that is 90 days prior to the Initial Interest Rate Reset Date and ending on and including the Initial Interest Rate Reset Date and (ii) after the Initial Interest Rate Reset Date, on any Interest Payment Date, in each
case, at a redemption price equal to 100% of the principal amount of the Notes redeemed together with accrued and unpaid interest (including deferred interest, if any) thereon to, but excluding, the date fixed for redemption.
|
|
Redemption on Tax Event or Rating Event:
|
At any time within 90 days following the occurrence of a Tax Event with respect to the Notes, RCI may, at its option,
redeem all (but not less than all) of the Notes at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest (including deferred interest, if any) thereon to, but excluding, the date fixed
for redemption. At any time within 90 days following the occurrence of a Rating Event, RCI may, at its option, redeem all (but not less than all) of the Notes at a redemption price equal to 102% of the principal amount thereof, together
with accrued and unpaid interest (including deferred interest, if any) thereon to, but excluding, the date fixed for redemption.
|
IV-2
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CUSIP / ISIN:
|
775109 DL2 / US775109DL25
|
|
Denomination:
|
The Notes will be issued in minimum denominations of US$2,000 and integral multiples of US$1,000 above that amount.
|
|
Joint Book-Running Managers:
|
BofA Securities, Inc.
Citigroup Global Markets Inc.
RBC Capital Markets, LLC
Scotia Capital (USA) Inc.
Mizuho Securities USA LLC
MUFG Securities Americas Inc.
SMBC Nikko Securities America, Inc.
Wells Fargo Securities, LLC
|
|
Co-Managers:
|
ATB Capital Markets Corp.
BMO Capital Markets Corp.
CIBC World Markets Corp.
J.P. Morgan Securities LLC
National Bank of Canada Financial Inc.
TD Securities (USA) LLC
|
* * *
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any
time.
Changes to the Preliminary Prospectus Supplement
On March 24, 2026, RCI announced a Canadian offering of Fixed-to-Fixed Rate Subordinated Notes due 2056 (the “Canadian Notes”). The Canadian Notes will be new unsecured, subordinated obligations of RCI. RCI intends to use the net proceeds from the sale of the Canadian Notes to repay certain of its outstanding
indebtedness, which may include the 5.00% Fixed-to-Fixed Rate Subordinated Notes due 2081. Pending any such uses, RCI may use the net proceeds from the sale of the Canadian Notes as working capital or invest the net proceeds in bank deposits and
money market securities. The Canadian Notes are being offered exclusively to persons in the provinces of Canada on a private placement basis in reliance upon exemptions from the prospectus requirements under applicable securities laws in each of
the provinces of Canada. The offering of the Canadian Notes is not being made in the United States. There can be no assurance that the offering of the Canadian Notes will be consummated on attractive terms or at all. Conforming changes are deemed
to be made throughout the Preliminary Prospectus Supplement to reflect the offering of the Canadian Notes.
IV-3
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to
which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get
these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BofA
Securities, Inc. toll-free at 1-800-294-1322, Citigroup Global Markets Inc. toll-free at 1-800-831-9146, RBC Capital Markets, LLC toll-free at 1-866-375-6829, Scotia Capital (USA) Inc. toll-free at 1-800-372-3930.
IV-4
ANNEX A
Form of Officer’s Certificate
OFFICER’S CERTIFICATE PURSUANT TO SECTION 7(f)
OF THE UNDERWRITING AGREEMENT
I, Dean Shaikh, Senior Vice-President, Regulatory Affairs of Rogers Communications Inc. (the “Company”),
hereby certify, pursuant to Section 7(f) of the underwriting agreement dated March 24, 2026 (the “Underwriting Agreement”) among the Company and BofA Securities, Inc., Citigroup Global Markets Inc., RBC
Capital Markets, LLC and Scotia Capital (USA) Inc., as representatives of the several underwriters named therein, in my capacity as an officer of the Company, as follows:
1. I do not know of any Communications
Statutes, or any pending or threatened legal or governmental proceedings by or before any court or judicial or administrative board or tribunal or any governmental body with respect to the regulation of the Canadian cable television, wireless
communications or telecommunications industries, material to the operation of the business of the Company and its Significant Subsidiaries, considered as one enterprise, that are not described or referred to in the Disclosure Package, the U.S.
Final Prospectus and the Registration Statement.
2. To my knowledge, (A) each of the Company
and its Significant Subsidiaries currently holds in good standing all permits, licenses, franchises and approvals of governmental authorities and agencies necessary for the present use, ownership and operation of its business required pursuant to
the Communications Statutes and no revocation or limitation of any such permit, license, franchise or approval is pending or threatened (except where the failure to hold, or the revocation or limitation of, such permit, license, franchise or
approval would not, individually or in the aggregate, have a Material Adverse Effect), (B) neither the Company nor any of its Significant Subsidiaries are in default or in violation of any such permit, license, franchise or approval (except where
such default would not, individually or in the aggregate, have a Material Adverse Effect) and (C) the authorization, issuance and delivery of the Securities and the compliance by the Company with the terms of the Indenture do not and, assuming
there is no material change in existing circumstances from the date hereof, will not, conflict with, or result in a breach of any of the terms or provisions of, or constitute a default under, any of such permits, licenses, franchises and
approvals, including terms or provisions thereof relating to the maintenance of specified levels of Canadian ownership of the Company and its Significant Subsidiaries.
A-1
3. Each of the Company and its Significant
Subsidiaries that requires a broadcasting license for the present use, ownership and operations of its business pursuant to the Broadcasting Act (Canada) is Canadian within the meaning of the Direction to the CRTC (Ineligibility of Non-Canadians) and is therefore eligible under the Direction to be issued broadcasting licenses pursuant to the Broadcasting Act (Canada)
and to receive amendments and renewals thereto. Each of the Company and its Significant Subsidiaries who is a telecommunications common carrier (within the meaning of the Telecommunications Act (Canada))
is a Canadian carrier within the meaning of the Telecommunications Act (Canada) and is therefore eligible under section 16 of the Telecommunications Act (Canada)
to operate as a telecommunications common carrier in Canada.
4. Except as disclosed in the Disclosure
Package, the U.S. Final Prospectus and the Registration Statement, to my knowledge, there is no threatened or pending change in the Communications Statutes that could have a Material Adverse Effect.
5. The execution and delivery by the Company
and its Significant Subsidiaries of, and the compliance by the Company and its Significant Subsidiaries with their respective obligations under the Underwriting Agreement, the Securities, the Indenture, and the consummation of the transactions
contemplated therein do not and, assuming there is no material change in existing circumstances from the date hereof, will not, result in any violation of, and do not and, assuming there is no material change in existing circumstances from the
date hereof, will not conflict with, or result in a breach of any of the terms or provisions of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default or permit acceleration) under, or
result in the creation or imposition of, any lien, charge or encumbrance upon any properties or assets of the Company or its Significant Subsidiaries under (A) any of the Communications Statutes or (B) to my knowledge, any judgment, order or
decree of any government, governmental, regulatory or administrative agency, authority, commission or instrumentality or court having jurisdiction, pursuant to the Communications Statutes.
6. All material aspects of the regulation of
the cable television, wireless communications and telecommunications industries as they pertain to the businesses of the Company and its Significant Subsidiaries described in the Disclosure Package, the U.S. Final Prospectus and the Registration
Statement are subject to the exclusive constitutional jurisdiction of the Parliament of Canada and hence are governed by the laws of Canada.
A-2
7. No consent, approval, permit,
authorization, filing, recording, license, exemption, order, registration, qualification or other requirement under the Communication Statutes or any order, rule or regulation thereunder known to me and applicable to the Company or its
Significant Subsidiaries is required for the sale of the Securities, the consummation of the transactions contemplated by the Underwriting Agreement, the Securities and the Indenture or in connection with the execution, delivery and performance
by and enforcement against the Company or its Significant Subsidiaries of any of the Securities or the Indenture, except such consents, approvals, permits, authorizations, filings, recordings, licenses, exemptions, orders, registrations or
qualifications as have been obtained.
8. The statements which
relate to (A) the Communications Statutes, (B) governmental franchises and licenses issued to the Company or its Significant Subsidiaries pursuant to the Communications Statutes or otherwise issued in connection with the regulation of the
Canadian cable television, wireless communications or telecommunications industries and (C) legal or other proceedings by or before any court or judicial or administrative board or tribunal or other governmental proceedings with respect to the
regulation of the Canadian cable television, wireless communications or telecommunications industries in the Disclosure Package, the U.S. Final Prospectus and the Registration Statement, in each case, fairly summarize the matters described
therein and, to my knowledge, do not fail to disclose a material fact concerning the subject matter thereof.
Capitalized terms used but not defined herein, unless otherwise indicated herein, shall have the meanings attributed to such terms in
the Underwriting Agreement.
A-3
Exhibit 99.2
ROGERS COMMUNICATIONS INC.,
as issuer of the Notes,
and
THE BANK OF NEW YORK MELLON,
as Trustee
THIRD SUPPLEMENTAL INDENTURE
Dated as of March 27, 2026
to
INDENTURE
Dated as of February 12, 2025
6.875% Fixed-to-Fixed Rate Subordinated Notes due 2056
TABLE OF CONTENTS
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PAGE
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||
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ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
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1
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SECTION 101.
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DEFINITIONS.
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1
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SECTION 102.
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OTHER DEFINITIONS.
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5
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SECTION 103.
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EFFECT OF SUPPLEMENTAL INDENTURE.
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5
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SECTION 104.
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INDENTURE REMAINS IN FULL FORCE AND EFFECT.
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6
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SECTION 105.
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INCORPORATION OF INDENTURE.
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6
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SECTION 106.
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COUNTERPARTS.
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6
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SECTION 107.
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EFFECT OF HEADINGS AND TABLE OF CONTENTS.
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6
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SECTION 108.
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SUCCESSORS AND ASSIGNS.
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6
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SECTION 109.
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SEPARABILITY CLAUSE.
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7
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SECTION 110.
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BENEFITS OF SUPPLEMENTAL INDENTURE.
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7
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SECTION 111.
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GOVERNING LAW.
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7
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SECTION 112.
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NOTICES, ETC., TO TRUSTEE AND COMPANY.
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7
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SECTION 113.
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TRUSTEE DISCLAIMER.
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8
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ARTICLE TWO FORM OF THE NOTES
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8
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SECTION 201.
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FORMS GENERALLY.
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8
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SECTION 202.
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FORM OF FACE OF NOTE.
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9
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SECTION 203.
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FORM OF REVERSE OF NOTE.
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12
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SECTION 204.
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ASSIGNMENT FORM; CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER RESTRICTED NOTES.
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14
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SECTION 205.
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SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY.
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15
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ARTICLE THREE THE NOTES
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15
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SECTION 301.
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TITLE AND TERMS.
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15
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SECTION 302.
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DENOMINATIONS.
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17
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SECTION 303.
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DEFERRAL RIGHT.
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17
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SECTION 304.
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CALCULATION AGENT.
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17
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SECTION 305.
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TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR DEFINITIVE NOTES.
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18
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SECTION 306.
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TRANSFER OF A DEFINITIVE NOTE FOR A BENEFICIAL INTEREST IN A GLOBAL SECURITY.
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19
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SECTION 307.
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TRANSFER AND EXCHANGE OF GLOBAL SECURITIES.
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19
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SECTION 308.
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[RESERVED]
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20
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SECTION 309.
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CANCELLATION OR ADJUSTMENT OF GLOBAL SECURITY.
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20
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SECTION 310.
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OBLIGATIONS WITH RESPECT TO TRANSFERS AND EXCHANGES OF NOTES.
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20
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SECTION 311.
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NO OBLIGATION OF THE TRUSTEE.
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21
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i
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SECTION 312.
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NON-COMPLIANT TRANSFERS NULL AND VOID.
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21
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SECTION 313.
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DEFINITIVE NOTES.
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21
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ARTICLE FOUR REDEMPTION OF THE NOTES
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22
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SECTION 401.
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OPTIONAL REDEMPTION.
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22
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SECTION 402.
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REDEMPTION ON TAX EVENT.
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23
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SECTION 403.
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REDEMPTION ON RATING EVENT.
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23
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ARTICLE FIVE ADDITIONAL COVENANTS
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23
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SECTION 501.
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DIVIDEND STOPPER UNDERTAKING.
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23
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SECTION 502.
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[RESERVED]
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24
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SECTION 503.
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WAIVER OF CERTAIN COVENANTS.
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24
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ARTICLE SIX REMEDIES UPON BANKRUPTCY AND INSOLVENCY
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25
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SECTION 601.
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ADDITIONAL EVENT OF DEFAULT.
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25
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SECTION 602.
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ACCELERATION OF MATURITY.
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25
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ARTICLE SEVEN SUBORDINATION OF NOTES
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26
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SECTION 701.
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NOTES SUBORDINATED TO SENIOR INDEBTEDNESS.
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26
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SECTION 702.
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DISPUTES WITH HOLDER OF CERTAIN SENIOR INDEBTEDNESS.
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27
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SECTION 703.
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SUBROGATION.
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28
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SECTION 704.
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RELATIVE RIGHTS NOT OTHERWISE IMPAIRED.
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28
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SECTION 705.
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EFFECTUATION OF SUBORDINATION BY TRUSTEE; WAIVER OF CONFLICTS.
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28
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SECTION 706.
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KNOWLEDGE OF TRUSTEE.
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29
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SECTION 707.
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TRUSTEE MAY HOLD SENIOR INDEBTEDNESS.
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29
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SECTION 708.
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RIGHTS OF SENIOR INDEBTEDNESS NOT IMPAIRED.
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29
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SECTION 709.
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ARTICLE APPLICABLE TO PAYING AGENTS.
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30
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SECTION 710.
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TRUSTEE COMPENSATION AND INDEMNITY NOT PREJUDICED.
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30
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ARTICLE EIGHT AMENDMENTS TO INDENTURE
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30
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SECTION 801.
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AMENDMENT TO INDENTURE SECTION 115.
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30
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SECTION 802.
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AMENDMENT TO INDENTURE SECTION 302.
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31
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SECTION 803.
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AMENDMENT TO INDENTURE SECTION 906.
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31
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SECTION 804.
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[RESERVED]
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32
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ii
THIRD SUPPLEMENTAL INDENTURE dated as of March 27, 2026 (this “Supplemental Indenture”), between Rogers Communications Inc., a corporation
organized under the laws of the Province of British Columbia (hereinafter called the “Company”), and The Bank of New York Mellon, a New York banking corporation, as trustee (hereinafter called the “Trustee”).
WHEREAS, the Company and the Trustee are parties to an indenture dated as of February 12, 2025 (as the same may from time to time be
supplemented or amended (other than by a Series Supplement), the “Indenture”);
WHEREAS, Article Two and Section 801 of the Indenture provide, among other things, that, without the consent of any Holders, the Company
and the Trustee may enter into a supplement to the Indenture for the purposes of establishing the form, terms and conditions applicable to the Securities of any Series which the Company wishes to issue under the Indenture;
WHEREAS, the Company desires to establish the form, terms and conditions of a Series of Securities and has requested the Trustee to enter
into this Supplemental Indenture for such purpose;
WHEREAS, the Trustee has received an Officer’s Certificate and an Opinion of Counsel of the Company, in each case complying with Section
103 and Section 803 of the Indenture; and
WHEREAS, the Board of Directors has duly authorized the establishment of the 6.875% Fixed-to-Fixed Rate Subordinated Notes due 2056 of the
Company (the “Notes”) with the form, terms and conditions as hereinafter set forth;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties hereto, the
parties hereto agree, for the equal and proportionate benefit of all Holders of the Notes, as follows:
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 101. DEFINITIONS.
Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
“Additional Notes” means additional Notes created and issued by the Company after the Issue Date in accordance with this Supplemental
Indenture having the same terms and conditions under this Supplemental Indenture as the Initial Notes (except for the issue date and, if applicable, the date from which interest accrues and the date of the first payment of interest thereon).
“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Security, the rules
and procedures of the
Depositary for such Global Security, Euroclear and/or Clearstream (each a “Clearing Agency”), in each case to the extent applicable to such transaction and as
in effect from time to time.
“Bankruptcy Law” means the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) or any other similar
applicable Canadian federal or provincial law or similar applicable law of any other jurisdiction relating to bankruptcy, insolvency, winding up, liquidation, reorganization or relief of debtors.
“Bankruptcy Order” means any court order for liquidation, winding up, dissolution or reorganization, or appointing a Custodian of a debtor
or of all or any substantial part of a debtor’s property, or providing for the staying, arrangement, adjustment or composition of indebtedness or other relief of a debtor.
“Calculation Agent” means any Person, which may be the Company or any of the Company’s Affiliates, appointed by the Company from time to
time to act as calculation agent with respect to the Notes.
“Company” means the Person named as the “Company” in the first paragraph of this Supplemental Indenture, until a successor Person shall
have become such pursuant to the applicable provisions of the Indenture, and thereafter “Company” shall mean such successor Person. To the extent necessary to comply with the requirements of the provisions of Trust Indenture Act Sections 310 through
317 as they are applicable to the Company, the term “Company” shall include any other obligor with respect to the Notes for the purposes of complying with such provisions.
“Company’s Articles” means the Articles of the Company or, in the case of a Successor Company, the articles of such Successor Company or
any equivalent constating documents applicable to such Successor Company in the applicable jurisdiction by which it is organized.
“Custodian” means any receiver, interim receiver, receiver and manager, trustee in bankruptcy, liquidator, sequestrator or similar official
under any Bankruptcy Law or any other person with like powers.
“DBRS” means DBRS Limited or any successor to the rating agency business thereof.
“Definitive Note” means a certificated Initial Note or Additional Note registered in the name of the Holder thereof and issued in
accordance with Article Three hereof substantially in the form set forth in Section 202, except that such Initial Note or Additional Note shall not bear the Global Notes Legend (as defined below) and shall not have the “Schedule of Exchanges of
Interests in the Global Security” attached thereto.
“Designated Rating Agencies” means S&P, Moody’s and DBRS or any nationally recognized statistical rating organization within the
meaning of Section 3(a)(62) of the Exchange Act (or any successor provision thereto), or any other
2
designated rating organization (as defined in National Instrument 44-101 – Short Form Prospectus Distributions), as applicable, that then publishes a rating
for the Company, and in each case, their respective successors, and each of such Designated Rating Agencies is referred to individually as a “Designated Rating Agency”.
“Final Interest Rate Reset Date” means July 31, 2051.
“5-Year Treasury Rate” means, as of any Interest Rate Calculation Date, the average of the yields on actively traded US Treasury securities
adjusted to constant maturity, for five-year maturities, for the most recent five Business Days appearing under the caption “Treasury Constant Maturities” in the most recent H.15.
“H.15” means the daily statistical release designated as such, or any successor publication as determined by the Calculation Agent in its
sole discretion, published by the Board of Governors of the United States Federal Reserve System, and “most recent H.15” means the H.15 published closest in time but prior to the close of business on the applicable Interest Rate Calculation Date.
“Indenture” has the meaning set forth in the recitals of this Supplemental Indenture.
“Initial Interest Rate Reset Date” means July 31, 2031.
“Initial Notes” means the U.S.$750,000,000 aggregate principal amount of Notes issued on the Issue Date.
“Interest Rate Calculation Date” means, in respect of each Interest Rate Reset Period, the Business Day immediately prior to the beginning
of such Interest Rate Reset Period.
“Interest Rate Reset Date” means the Initial Interest Rate Reset Date and each subsequent date prior to the Maturity Date that is the fifth
anniversary of the immediately preceding date on which such rate is reset.
“Interest Rate Reset Period” means the period from and including the Initial Interest Rate Reset Date to, but not including, the next
following Interest Rate Reset Date and thereafter each period from and including each Interest Rate Reset Date to, but not including, the next following Interest Rate Reset Date (or, in the case of the final Interest Rate Reset Period commencing on
the Final Interest Rate Reset Date, the period from and including such Final Interest Rate Reset Date to, but not including, the Maturity Date).
“Issue Date” means March 27, 2026.
“Moody’s” means Moody’s Investors Service, Inc. or any successor ratings agency.
3
“Notes” has the meaning set forth in the recitals of this Supplemental Indenture. For the avoidance of doubt, “Notes” shall include the
Additional Notes, if any.
“Rating Event” means any Designated Rating Agency amends, clarifies or changes the methodology or criteria it uses to assign equity credit
to securities such as the Notes, which amendment, clarification or change results in: (a) the shortening of the length of time the Notes are assigned a particular level of equity credit by that Designated Rating Agency as compared to the length of
time they would have been assigned that level of equity credit by that Designated Rating Agency or its predecessor on the Issue Date; or (b) the lowering of the equity credit assigned to the Notes by that Designated Rating Agency compared to the
equity credit assigned by that Designated Rating Agency or its predecessor on the Issue Date.
“S&P” means S&P Global Ratings, a division of S&P Global Inc., or any successor rating agency.
“Senior Creditor” means a holder or holders of Senior Indebtedness and includes any representative or representatives or trustee or
trustees of any such holder and such other lenders providing advances to the Company pursuant to Senior Indebtedness.
“Senior Indebtedness” means all present and future indebtedness, liabilities and other obligations (other than Subordinated Indebtedness)
of, or guaranteed or assumed by, the Company for borrowed money or evidenced by bonds, debentures or notes or obligations of the Company for or in respect of bankers’ acceptances (including the face amount thereof), letters of credit and letters of
guarantee (including all reimbursement obligations in respect of each of the foregoing) or other similar instruments, and amendments, renewals, extensions, modifications and refunding of any such indebtedness, liabilities or other obligations.
“Subordinated Indebtedness” means the Notes or any other obligations that are, pursuant to the terms of the instrument or agreement
creating or evidencing those obligations, expressly designated as being (i) subordinate in right of payment to Senior Indebtedness or (ii) pari passu with, or subordinate to, the Notes in right of payment.
“Tax Event” means the Company has received an opinion of counsel of a law firm that is nationally recognized in Canada or the U.S. and
experienced in such matters (who may be counsel to the Company) to the effect that, as a result of, (i) any amendment to, clarification of, or change (including any announced prospective amendment, clarification or change) in, the laws, or any
regulations or rulings thereunder, or any application or interpretation thereof, of Canada or the U.S. or any political subdivision or authority or agency thereof or therein having power to tax or any applicable tax treaty, (ii) any judicial
decision, administrative pronouncement, published or private ruling, regulatory procedure, rule, notice, announcement, assessment or reassessment (including any notice or announcement of intent to adopt or issue such decision, pronouncement, ruling,
procedure, rule, notice, announcement, assessment or reassessment) (collectively, an “Administrative Action”), or (iii) any amendment to,
4
clarification of, or change in, the official position with respect to or the interpretation of any Administrative Action or any interpretation or
pronouncement that provides for a position with respect to such Administrative Action that differs from the theretofore generally accepted position, in each of case (i), (ii) or (iii), by any legislative body, court, governmental authority or agency,
regulatory body or taxing authority, irrespective of the manner in which such amendment, clarification, change, Administrative Action, interpretation or pronouncement is made known, which amendment, clarification, change or Administrative Action is
effective or which interpretation, pronouncement or Administrative Action is announced on or after the Issue Date, there is more than an insubstantial risk (assuming any proposed or announced amendment, clarification, change, interpretation,
pronouncement or Administrative Action is effective and applicable) that (a) the Company is, or may be, subject to more than a de minimis amount of additional taxes, duties or other governmental charges or civil liabilities because the treatment of
any of its items of income, taxable income, expense, taxable capital or taxable paid-up capital with respect to the Notes (including the treatment or deductibility by the Company of interest on the Notes), as or as would be reflected in any tax
return or form filed, to be filed, or that otherwise could have been filed, will not be respected by a taxing authority or (b) the Company is, or may be, obligated to pay, on the next succeeding date on which payment is due, Additional Amounts with
respect to the Notes.
“Trustee” means the Person named as the “Trustee” in the first paragraph of this Supplemental Indenture, until a successor shall have
become such pursuant to the applicable provisions of the Indenture, and thereafter “Trustee” shall mean such successor Trustee.
SECTION 102. OTHER DEFINITIONS.
|
DEFINED TERM
|
DEFINED
IN SECTION
|
|
Agent Member
|
311
|
|
Deferred Interest
|
303
|
|
Deferral Period
|
303
|
|
Deferral Right
|
303
|
|
Dividend Restricted Shares
|
501
|
|
DTC
|
201
|
|
Global Notes Legend
|
202
|
|
Maturity Date
|
301
|
|
Parity Notes
|
501
|
|
Permitted Purchase
|
501
|
|
Record Date
|
301
|
SECTION 103. EFFECT OF SUPPLEMENTAL INDENTURE.
Upon the execution and delivery of this Supplemental Indenture by the Company and the Trustee, the Indenture shall be supplemented and
amended in accordance herewith, and this Supplemental Indenture shall form a part of the Indenture
5
for all purposes; provided, however, that except as otherwise provided herein, the provisions of this Supplemental Indenture shall be applicable, and the
Indenture is hereby supplemented and amended as specified herein, solely with respect to the Notes and not with respect to any other Securities issued under the Indenture prior to, on or after the Issue Date. In the event of a conflict between any
provisions of the Indenture and this Supplemental Indenture, the relevant provision or provisions of this Supplemental Indenture shall govern.
SECTION 104. INDENTURE REMAINS IN FULL FORCE AND EFFECT.
Except as supplemented or amended hereby, all other provisions in the Indenture, to the extent not inconsistent with the terms and
provisions of this Supplemental Indenture, shall remain in full force and effect.
SECTION 105. INCORPORATION OF INDENTURE.
All the provisions of this Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Indenture; and the
Indenture, as supplemented and amended by this Supplemental Indenture, shall be read, taken and construed as one and the same instrument; provided, however, that the provisions of this Supplemental Indenture are expressly and solely for the benefit
of the Holders of the Notes.
SECTION 106. COUNTERPARTS.
This Supplemental Indenture may be executed and delivered in several counterparts (including electronically by way of portable document
format (pdf)), each of which so executed and delivered shall be deemed to be an original (including if delivered by pdf), but all such counterparts shall together constitute but one and the same instrument and shall have the same effect as if an
original signature had been delivered in all cases.
SECTION 107. EFFECT OF HEADINGS AND TABLE OF CONTENTS.
The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.
Unless otherwise expressly specified, references in this Supplemental Indenture to specific Article numbers or Section numbers refer to Articles and Sections contained in this Supplemental Indenture, and not the Indenture or any other document.
SECTION 108. SUCCESSORS AND ASSIGNS.
All covenants and agreements in this Supplemental Indenture by the Company shall bind its respective successors and permitted assigns (if
any), whether so expressed or not. All covenants and agreements of the Trustee in this Supplemental Indenture shall bind its successors and permitted assigns (if any), whether so expressed or not.
6
SECTION 109. SEPARABILITY CLAUSE.
In case any provision in this Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
SECTION 110. BENEFITS OF SUPPLEMENTAL INDENTURE.
Nothing in this Supplemental Indenture or in the Notes, express or implied, shall give to any Person (other than the parties hereto, any
Paying Agent and any Security Registrar, and their successors hereunder, and the Holders) any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture or in respect of the Notes.
SECTION 111. GOVERNING LAW.
This Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York. This
Supplemental Indenture shall be subject to the provisions of the Trust Indenture Act that are required or deemed to be part of this Supplemental Indenture and shall, to the extent applicable, be governed by such provisions.
SECTION 112. NOTICES, ETC., TO TRUSTEE AND COMPANY.
Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this
Supplemental Indenture or the Indenture to be made upon, given, delivered or furnished to, or filed with: (a) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished, delivered or filed in
writing to or with Trustee at its Corporate Trust Office, Attention: Corporate Trust, Email: Lisa.Sollitto@bny.com; and (b) the Company 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 the Company to 333 Bloor Street East, 10th Floor, Toronto, Ontario, Canada, M4W 1G9, Attention: [REDACTED] or by email to [REDACTED], with a copy to [REDACTED], or, in either case, at any
other address previously furnished in writing to the Trustee by the Company.
Any such request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document shall be deemed to have
been received on the day made, given, furnished or delivered except when sent by electronic transmission (including email), in which case it will be deemed to have been received on the day it was sent, if such electronic transmission was sent on a
Business Day during normal business hours of the recipient, or on the next succeeding Business Day, if not sent on a Business Day or during such business hours. Each of the Trustee and the Company may from time to time notify the other party of a
change in address or electronic transmission address by notice as provided in this Section 112.
7
SECTION 113. TRUSTEE DISCLAIMER.
The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture and the Notes other than the Trustee’s
certificate of authentication. The recitals and statements herein and in the Notes are deemed to be those of the Company and not the Trustee and the Trustee assumes no responsibility for the same.
ARTICLE TWO
FORM OF THE NOTES
SECTION 201. FORMS GENERALLY.
(a) The Notes and the Trustee’s certificate of authentication shall be in substantially the forms set forth in this
Article, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Supplemental Indenture, or as may reasonably be required by the Depositary, and may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by any Authorized Signatory executing such Notes, as
evidenced by such Authorized Signatory’s execution of the Notes (but which shall not affect the rights or duties of the Trustee). Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on
the face of the Note.
The Definitive Notes shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any
other manner permitted by the rules of the Depositary or any securities exchange on which the Notes may be listed, all as determined by any Authorized Signatory executing such Notes, as evidenced by such Authorized Signatory’s execution of such
Notes.
(b) The Notes shall be in registered form and shall initially be registered in the name of the Depositary or its
nominee. The Notes shall be issued initially as Book-Entry Securities represented by one or more Global Securities substantially in the form set forth in this Article deposited with the Trustee as custodian for the Depositary, and duly executed by
the Company and authenticated by the Trustee as hereinafter provided. The Depositary for such Global Securities shall be the Depository Trust Company, a New York corporation (“DTC”). The aggregate principal amount of the Global Securities may from
time to time be increased or decreased by adjustments made on the records of the Depositary or its nominee, or of the Trustee, as custodian for the Depositary or its nominee, as hereinafter provided.
The Notes shall be signed on behalf of the Company by one or more Authorized Officers of the Company or one or more directors of the
Company (each, an
8
“Authorized Signatory”). The signature of any such Authorized Officer or director on the Notes may be a manual or electronic signature. The
Notes may be executed and delivered in several counterparts (including electronically by way of portable document format (pdf)), each of which so executed and delivered shall be deemed to be an original (including if delivered by pdf), but all such
counterparts shall together constitute but one and the same instrument and shall have the same effect as if an original signature had been delivered in all cases.
SECTION 202. FORM OF FACE OF NOTE.
The Notes and the Trustee’s certificate of authentication to be endorsed thereon are to be substantially in the form provided for in this
Section 202 and Sections 203 and 204:
[Insert only for Global Securities (the “Global Notes Legend”): UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY (HEREINAFTER REFERRED TO) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CEDE & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR
DEAL WITH THIS CERTIFICATE.
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE BASE INDENTURE (HEREINAFTER REFERRED TO). THIS NOTE IS HELD BY THE DEPOSITARY (AS
DEFINED IN THE BASE INDENTURE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (A) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO THE INDENTURE, (B) THIS NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 207(B) OF THE BASE INDENTURE, (C) THIS NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 211 OF THE BASE INDENTURE AND (D)
EXCEPT AS OTHERWISE PROVIDED IN SECTION 207(B) OF THE BASE INDENTURE, THIS SECURITY MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY (X) BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, (Y) BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR (Z) BY THE DEPOSITARY OR ANY
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NOMINEE TO A SUCCESSOR DEPOSITARY OR TO A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.]
ROGERS COMMUNICATIONS INC.
6.875% FIXED-TO-FIXED RATE SUBORDINATED NOTES DUE 2056
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No.
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CUSIP: 775109 DL2
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ISIN: US775109DL25
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Rogers Communications Inc., a corporation organized under the laws of the Province of British Columbia (herein called the “Company”, which
term includes any successor entity under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of ____________ U.S. dollars [Note: Insert if a Global Security:
(as revised by the Schedule of Increases and Decreases in Global Security attached hereto)] on July 31, 2056, at the office or agency of the Company referred to below, and, subject to the Company’s right to defer interest payments (the “Deferral
Right”) set out in Section 303 of the Supplemental Indenture (as defined below), to pay accrued interest on such principal amount in arrears, in equal semi-annual payments on January 31 and July 31 (each herein called an “Interest Payment Date”) (or,
if such day is not a Business Day, the Interest Payment Date will be postponed to the next succeeding day that is a Business Day, and no further interest will accrue in respect of such postponement) of each year, beginning on July 31, 2026, at the
applicable rate specified below, which interest shall accrue from and including March 27, 2026 or, if interest has already been paid or duly provided for, from the most recent Interest Payment Date to which interest has been paid or duly provided
for.
Interest will accrue on the aggregate unpaid principal amount of this Note from, and including, March 27, 2026 to, but excluding, July 31,
2031 (the “Initial Interest Rate Reset Date”) at a rate of 6.875% per annum. During each Interest Rate Reset Period (as defined in the Supplemental Indenture), the Notes will accrue interest at a rate per annum equal to the 5-Year Treasury Rate (as
defined in the Supplemental Indenture) as of the most recent Interest Rate Calculation Date (as defined in the Supplemental Indenture) plus 2.840%; provided, that the interest rate during any Interest Rate Reset Period for the Notes will not reset
below 6.875%. The 5-Year Treasury Rate for computing interest on the outstanding Notes from and after the Initial Interest Rate Reset Date will initially be based on such rate as of the first Business Day prior to the Initial Interest Rate Reset Date
and it will be reset on the fifth anniversary of the Initial Interest Rate Reset Date and, thereafter, on each subsequent date that is the fifth anniversary of the immediately preceding date on which such rate is reset, based on the 5-Year Treasury
Rate as of the first Business Day prior to each such fifth anniversary (each of the Initial Interest Rate Reset Date and each date thereafter that such rate is so reset, an “Interest Rate Reset Date”; and the Business Day prior to each Interest Rate
Reset Date, an “Interest Rate Calculation Date”).
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The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture (as
defined below), be paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the January 15 or July 15, as applicable (whether or not a Business Day), immediately preceding the
related Interest Payment Date (such date, the “Record Date”) for such interest.
Payment of the principal of (and premium, if any) and interest on this Note will be made at the office or agency of the Company maintained
for that purpose in the City of New York (which initially shall be the Corporate Trust Office of the Trustee), and if the Company shall designate and maintain an additional office or agency for such purpose, also at such additional office or agency,
in U.S. dollars. Notwithstanding the foregoing, the final payment of principal shall be payable only upon surrender of this Note to the Paying Agent.
For any period, interest on this Note shall be calculated on the basis of a 360-day year, consisting of twelve 30-day months, and, for any
period shorter than six months, on the basis of the actual number of days elapsed per 30-day month. For the purposes of the Interest Act (Canada), the yearly rate of interest which is equivalent to the rate payable hereunder is the rate payable
multiplied by the actual number of days in the year and divided by 360.
Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
This Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose, unless and until the
Trustee’s certificate of authentication below has been duly executed by or on behalf of the Trustee by the manual or electronic signature of a designated signing officer of the Trustee. This Note and the Indenture are governed by, and are to be
construed in accordance with, the laws of the State of New York applicable therein.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
Dated:
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ROGERS COMMUNICATIONS INC.
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By
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Name:
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Title:
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SECTION 203. FORM OF REVERSE OF NOTE.
This Note is one of a duly authorized issue of securities of the Company designated as its 6.875% Fixed-to-Fixed Rate Subordinated Notes
due 2056 (herein called the “Notes”), issued or issuable under an indenture (as the same may from time to time be supplemented or amended (other than by a Series Supplement), herein called the “Base Indenture”) dated as of February 12, 2025 between
the Company and The Bank of New York Mellon, as trustee (herein called the “Trustee”, which term includes any successor trustee thereunder), as supplemented and amended by the Third Supplemental Indenture dated as of March 27, 2026 between the
Company and the Trustee (herein called the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to which the Indenture reference is hereby made for a statement of the respective rights, limitations of rights, duties,
obligations and immunities thereunder of the Company, the Trustee and the Holders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture. In the event of a conflict between the terms of the Notes and the terms of the Indenture, the terms of the Indenture shall prevail. A Holder may obtain from the Trustee a copy of the Base
Indenture and the Supplemental Indenture on written request and upon payment of a reasonable copying charge.
Payment of the principal of (and premium, if any) and interest on this Note will be made in United States dollars.
The Company will pay to the Holders such Additional Amounts as may become payable under Section 907 of the Base Indenture.
The indebtedness evidenced by this Note, and payment of principal and interest on the Notes, is subordinated to all Senior Indebtedness (as
defined in the Supplemental Indenture) to the extent and in the manner provided in the Indenture.
The Notes are subject to redemption at the option of the Company as described in the Indenture.
On or before each Interest Payment Date, the Company shall deliver or cause to be delivered to the Trustee or the Paying Agent an amount in
U.S. dollars sufficient to pay the amount due on such payment date.
If an Event of Default shall occur and be continuing, the principal amount of all the Notes may be declared due and payable in the manner
and with the effect provided in the Indenture.
The Indenture contains provisions for the defeasance and discharge of the Notes.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders under the Indenture at any time by the Company and the
12
Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the time Outstanding. The Indenture also
contains provisions permitting the Holders of specified percentages in aggregate principal amount of the Notes at the time Outstanding, on behalf of the Holders of all the Notes, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by or on behalf of the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed.
The Notes are issuable only in registered form without coupons in denominations of U.S.$2,000 or any integral multiples of U.S.$1,000 in
excess thereof. Prior to the time of due presentment of this Note for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for
all purposes except as otherwise provided, whether or not this Note be overdue, and neither the Company, the Trustee nor any agent shall be affected by notice to the contrary.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable on the Security
Register, upon surrender of this Note for registration of transfer at the Corporate Trust Office of the Trustee or any other office or agency of the Company designated pursuant to the Indenture duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or its attorney duly authorized in writing, and thereupon one or more replacement Notes of any authorized denomination or denominations, of
a like aggregate principal amount and containing identical terms and provisions, will be issued to the designated transferee or transferees.
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
The Bank of New York Mellon, as Trustee, certifies that this is one of the Notes referred to in the within-mentioned
Indenture.
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Dated:
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THE BANK OF NEW YORK MELLON,
as Trustee
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By:
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Name:
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Title:
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SECTION 204. ASSIGNMENT FORM; CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER RESTRICTED NOTES.
The following forms are to be attached to Notes that are Global Securities:
ASSIGNMENT FORM
To assign this Note, fill in the form below:
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(I) or (we) assign and transfer this Note to
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||
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(Insert assignee’s legal name)
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(Insert assignee’s soc. sec. or tax I.D. no.)
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(Print or type assignee’s name, address and zip code)
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and irrevocably appoint to transfer this Note on the books of the Company. The agent may substitute another to act for him or her.
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Date:____________________________________________
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Your Signature:________________________________________________
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||
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(Sign exactly as your name appears on the face of this Note)
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Signature Guarantee1:
1 Participant in a recognized Signature Guarantee Medallion Program.
14
SECTION 205. SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY.
The following schedule is to be attached to Notes that are Global Securities:
6.875% FIXED-TO-FIXED RATE SUBORDINATED NOTES DUE 2056
|
Initial Principal Amount: U.S.$
|
CUSIP 775109 DL2 / ISIN US775109DL25
|
|
Authorization: ________________________
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The following increases or decreases in this Note have been made:
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Date
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Amount of
decrease in
Principal Amount
of this Global
Security
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Amount of
increase in
Principal
Amount of this
Global Security
|
Principal Amount
of this Global
Security
following such
decrease or
increase
|
Signature of
Trustee or
Security
Registrar
|
||||
ARTICLE THREE
THE NOTES
SECTION 301. TITLE AND TERMS.
The Notes shall be known and designated as the “6.875% Fixed-to-Fixed Rate Subordinated Notes due 2056” of the Company. The entire unpaid
principal amount of each Note shall become due and payable to the Holder thereof on July 31, 2056 (the “Maturity Date”). Interest will accrue on the aggregate unpaid principal amount of each Note from, and including, March 27, 2026 to, but
excluding, the Initial Interest Rate Reset Date at a rate of interest equal to 6.875% per annum. During each Interest Rate Reset Period, the Notes will accrue interest at a rate of interest per annum equal to the 5-Year Treasury Rate as of the most
recent Interest Rate Calculation Date plus 2.840%; provided, that the interest rate during any Interest Rate Reset Period for the Notes will not reset below 6.875%. The 5-Year Treasury Rate for computing interest on the outstanding Notes from and
after the Initial Interest Rate Reset Date will initially be based on such rate as of the first Business Day prior to the Initial Interest Rate Reset Date and it will be reset on the fifth anniversary of the Initial Interest Rate Reset Date and,
thereafter, on each subsequent date that is the fifth anniversary of the immediately preceding date on which such rate is reset, based on the 5-Year Treasury Rate as of the first Business Day prior to each such fifth anniversary (each of the Initial
Interest Rate Reset Date and each
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date thereafter that such rate is so reset, an “Interest Rate Reset Date”; and the Business Day prior to each Interest Rate Reset Date, an “Interest Rate Calculation Date”).
Interest shall accrue on the aggregate unpaid principal amount of each Note at the aforementioned rate(s), as applicable, from March 27,
2026 or, if interest has been paid or duly provided for, the most recent Interest Payment Date to which interest has been paid or duly provided for. The Company has the right to defer interest payments pursuant to Section 303. Subject to the
Deferral Right provided therein, accrued and unpaid interest on the Notes shall be payable semi-annually on January 31 and July 31 in each year (each an Interest Payment Date for purposes of this Supplemental Indenture) (or, if such day is not a
Business Day, the Interest Payment Date will be postponed to the next succeeding day that is a Business Day, and no further interest will accrue in respect of such postponement), in equal installments, until the principal thereof is paid or duly
provided for. Interest on the Notes shall be payable in arrears. The Record Date for the interest payable on any Interest Payment Date shall be January 15 or July 15, as applicable, immediately preceding such Interest Payment Date (such date, the
“Record Date”). Except for the compounding of Deferred Interest provided for in Section 303, no interest shall accrue on any overdue installments of interest. No interest on the Notes will accrue or be payable after the Conversion Time. Interest on
the Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months and, for any period shorter than six months, on the basis of the actual number of days elapsed per 30-day month. For the purposes of disclosure under the
Interest Act (Canada), and without affecting the interest payable on the Notes, the yearly rate of interest to which any rate of interest payable under the Notes, which is to be calculated on any basis other than a full calendar year, is equivalent
may be determined by multiplying the rate by a fraction, the numerator of which is the number of days in the calendar year in which the period for which interest at such rate is payable and the denominator of which is the number of days comprising
such other basis.
An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which U.S.
$750,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208,
806, 1008 or 1009 of the Indenture. Additional Notes ranking pari passu with the Securities issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject
to the Company complying with any applicable provision of the Indenture. Any Additional Notes created and issued shall have the same terms and conditions as the Notes at the time outstanding, except for their date of issue, and, if applicable, the
first Interest Payment Date; provided that, if any such Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP, ISIN or other identifying number. All Initial Notes and
Additional Notes shall be treated as a single class for all purposes of the Indenture, including waivers, amendments, redemptions and offers to purchase.
The Notes shall be unsecured, subordinated obligations of the Company. The payment of principal and interest on the Notes is subordinated
in right of payment to
16
the prior payment in full of all present and future Senior Indebtedness to the extent and in the manner provided in Article Seven.
The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in U.S. dollars.
Any payment of Additional Amounts hereunder shall also be payable in U.S. dollars.
The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified
in the form of the Note in Article Two hereof. The Company shall not be otherwise obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at the option of a Holder of the Notes.
The Notes shall be subject to the covenants (and the related definitions) set forth in Articles Seven and Nine of the Indenture and, except
as otherwise provided herein, to any other covenant in the Indenture, and to the defeasance and discharge provisions set forth in Article Three of the Indenture.
SECTION 302. DENOMINATIONS.
The Notes shall be issuable only in fully registered form without coupons and in denominations of U.S.$2,000 or integral multiples of
U.S.$1,000 in excess thereof.
SECTION 303. DEFERRAL RIGHT.
So long as no Event of Default has occurred and is continuing, the Company may elect, at its sole option, at any date other than an
Interest Payment Date, to defer the interest payable on the Notes (the “Deferral Right”) on one or more occasions for up to five consecutive years (a “Deferral Period”). Any such election by the Company to defer the payment of interest will not
constitute an Event of Default, a Default or any other breach under the Indenture and the Notes. Any installment of interest whose payment is deferred pursuant to the Deferral Right provided for in this Section 303 (“Deferred Interest”) will accrue
interest at a per annum rate equal to the interest rate then applicable to the Notes (to the extent permitted by applicable law), compounding on each subsequent Interest Payment Date, until paid. A Deferral Period terminates on any Interest Payment
Date where the Company pays all accrued and unpaid interest subject to such Deferral Period on the Notes on such date. No Deferral Period may extend beyond the Maturity Date and all accrued and unpaid interest on the Notes as of the Maturity Date, if
any, will be due and payable on the Maturity Date. There shall be no limit on the number of Deferral Periods that may occur. The Company will give the Trustee and the Holders of the Notes notice of its election to commence or continue a Deferral
Period at least 10 but not more than 60 days prior to the next Interest Payment Date. The Trustee shall not be responsible for calculating the amount of any Deferred Interest.
SECTION 304. CALCULATION AGENT.
The Company shall appoint a Calculation Agent on or prior to the Interest Rate Calculation Date applicable to the Initial Interest Rate
Reset Date; provided,
17
however, that the Company shall not be required to appoint a Calculation Agent if the Company has elected to redeem
all of the outstanding Notes as of the Initial Interest Rate Reset Date; provided, further, that, if the Company has so elected but does not redeem all of the outstanding Notes on the Initial Interest Rate Reset Date, the Company shall appoint a
Calculation Agent not later than the Business Day immediately following the Initial Interest Rate Reset Date. The Company or its Affiliates may assume the duties of the Calculation Agent.
The Calculation Agent will determine the applicable interest rate for each Interest Rate Reset Period as of the applicable Interest Rate
Calculation Date. Promptly upon such determination, the Calculation Agent, if other than the Company or an Affiliate of the Company, will notify the Company of the applicable interest rate for the relevant Interest Rate Reset Period and, provided
the Trustee is not the Calculation Agent, the Company will then promptly notify the Trustee of such interest rate. The Calculation Agent’s determination of any interest rate and its calculation of the amount of interest for any Interest Rate Reset
Period beginning on or after the Initial Interest Rate Reset Date will be conclusive and binding absent manifest error, may be made in the Calculation Agent’s sole discretion and, notwithstanding anything to the contrary in the documentation relating
to the Notes, will become effective without consent from any other Person or entity. Such determination of any interest rate and calculation of the amount of interest will be on file at the Company’s principal offices and will be made available to
any Holder upon request.
If the 5-Year Treasury Rate cannot be determined pursuant to the method described above, the Company or one of its affiliates, after
consulting such sources as it deems comparable to any of the foregoing calculations, or any such source as it deems reasonable from which to estimate the 5-Year Treasury Rate, will determine the 5-Year Treasury Rate in its sole discretion, provided
that if the Company or one of its affiliates determines there is an industry-accepted successor 5-Year Treasury Rate, then the Company or one of its affiliates will use such successor rate. If the Company or one of its affiliates has determined a
substitute or successor base rate in accordance with the foregoing, the Company or one of its affiliates in its sole discretion may determine the business day convention, the definition of Business Day and the Interest Rate Calculation Date to be
used and any other relevant methodology for calculating such substitute or successor base rate, including any adjustment factor needed to make such substitute or successor base rate comparable to the 5-Year Treasury Rate, in a manner that is
consistent with industry-accepted practices for such substitute or successor base rate.
SECTION 305. TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR DEFINITIVE NOTES.
When Notes in the form of a Definitive Note are presented to the Security Registrar with a request:
(a) to register the transfer of such Definitive Notes; or
18
(b) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized
denominations,
the Security Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided,
however, that the Definitive Notes surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Security Registrar, duly executed by the Holder
thereof or his attorney duly authorized in writing.
SECTION 306. TRANSFER OF A DEFINITIVE NOTE FOR A BENEFICIAL INTEREST IN A GLOBAL SECURITY.
A Holder of a Definitive Note may exchange such Note for a beneficial interest in a Global Security or transfer such Definitive Notes to a
Person who takes delivery thereof in the form of a beneficial interest in a Global Security at any time. Upon receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Definitive Note and increase or cause to be
increased the aggregate principal amount of one of the Global Securities for the applicable Series. If no Global Securities are then outstanding, the Company may issue and the Trustee shall authenticate, upon receipt of a Company Order of the Company
in the form of an Officer’s Certificate, a new applicable Global Security in the appropriate principal amount.
SECTION 307. TRANSFER AND EXCHANGE OF GLOBAL SECURITIES.
(a) The transfer and exchange of Global Securities or beneficial interests therein shall be effected through the
Depositary, in accordance with the Indenture (including applicable restrictions on transfer, if any) and the procedures of the Depositary therefor. A transferor of a beneficial interest in a Global Security shall deliver to the Security Registrar a
written order given in accordance with the Depositary’s procedures containing information regarding the participant account of such Depositary to be credited with a beneficial interest in such Global Security or another Global Security, and such
account shall be credited in accordance with such order with a beneficial interest in the applicable Global Security, and the account of the Person making the transfer shall be debited by an amount equal to the beneficial interest in the Global
Security being transferred.
(b) If the proposed transfer is a transfer of a beneficial interest in one Global Security to a beneficial interest in
another Global Security, the Security Registrar shall reflect on its books and records the date and an increase in the principal amount of the Global Security to which such interest is being transferred in an amount equal to the principal amount of
the interest to be so transferred, and the Security Registrar shall reflect on its books and records the date and a corresponding decrease in the principal amount of the Global Security from which such interest is being transferred.
19
(c) Notwithstanding any other provisions of this Supplemental Indenture (other than Section 305), a Global Security may
not be transferred except as a whole and not in part by the Depositary to a nominee of such Depositary or by a nominee of the Depositary to such Depositary or another nominee of such Depositary or by the Depositary or any such nominee to a successor
of such Depositary or a nominee of such successor Depositary.
SECTION 308. [RESERVED]
SECTION 309. CANCELLATION OR ADJUSTMENT OF GLOBAL SECURITY.
At such time as all beneficial interests in a Global Security have either been exchanged for Definitive Notes, transferred, redeemed,
repurchased or canceled, such Global Security shall be returned by the Depositary to the Trustee for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Security is
exchanged for Definitive Notes, transferred in exchange for an interest in another Global Security, redeemed, repurchased or canceled, the principal amount of Notes represented by such Global Security shall be reduced and an adjustment shall be made
on the books and records of the Trustee (if it is then the custodian for such Global Security) with respect to such Global Security, by the Trustee or custodian, to reflect such reduction.
SECTION 310. OBLIGATIONS WITH RESPECT TO TRANSFERS AND EXCHANGES OF NOTES.
(a) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee, upon receipt of a
Company Order, shall authenticate, Definitive Notes and Global Securities at the Security Registrar’s request.
(b) No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly
permitted in the Indenture), but the Company may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar
governmental charge payable upon transfers or exchanges pursuant to Sections 205 and 1008 of the Base Indenture).
(c) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent
or the Security Registrar may deem and treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever,
whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or the Security Registrar shall be affected by notice to the contrary.
(d) All Notes issued upon any transfer or exchange pursuant to the terms of the Indenture shall evidence the same debt
and shall be entitled to the same
20
benefits under the Indenture as the Notes surrendered upon such transfer or exchange.
(e) The Security Registrar and the Trustee may request such evidence as may be reasonably requested by them to determine
the identity and signatures of the transferor and the transferee.
SECTION 311. NO OBLIGATION OF THE TRUSTEE.
(a) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, a member of, or
a participant in the Depositary (“Agent Members”) or any other Person with respect to the accuracy of the records of the Depositary or their respective nominees or of any participant or member thereof, with respect to any ownership interest in the
Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under or with respect to
such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to the registered Holders (which shall be the Depositary or its nominee in the case of a Global
Security). The rights of beneficial owners in any Global Security shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon
information furnished by the Depositary with respect to its members, participants and any beneficial owners.
(b) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions
on transfer imposed under the Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants, members or beneficial owners in any Global Security) other
than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of the Indenture, and to examine the same to determine substantial compliance as
to form with the express requirements hereof.
SECTION 312. NON-COMPLIANT TRANSFERS NULL AND VOID.
Any purported transfer of a Note, or any interest therein, to a purchaser or transferee that does not comply with the requirements
specified in this Article Three shall be of no force and effect and shall be null and void ab initio.
SECTION 313. DEFINITIVE NOTES.
(a) A Global Security deposited with the Depositary or Custodian pursuant to Section 201 may be transferred to the
beneficial owners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Security, in exchange for such Global Security, only if such
21
transfer complies with this Article Three and (1) the Depositary notifies the Company that it is unwilling or unable to continue as a
Depositary for such Global Security or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act or otherwise ceases to be eligible as a depositary and, in each case, a successor depositary is not appointed by
the Company within 90 days of such notice or after the Company becomes aware of such cessation, or (2) an Event of Default has occurred and is continuing and the Security Registrar has received a request from the Depositary or (3) the Company, in its
sole discretion and subject to the procedures of the Depositary, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes under the Indenture. In addition, any Affiliate of the Company that is a beneficial owner of
all or part of a Global Security may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note, by providing a written request to the Company and the Trustee and such Opinions of Counsel, certificates or
other information as may be required by the Indenture or the Company or the Trustee.
(b) Any Global Security that is transferable to the beneficial owners thereof pursuant to this Section 313 shall be
surrendered by the Depositary to the Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Security, an equal aggregate
principal amount of Definitive Notes of authorized denominations. Any portion of a Global Security transferred pursuant to this Section 313 shall be executed, authenticated and delivered only in denominations of U.S.$2,000 or any integral multiples
of U.S.$1,000 in excess thereof, registered in such names as the Depositary shall direct.
(c) The registered Holder of a Global Security may grant proxies and otherwise authorize any Person, including Agent
Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under the Indenture or the Notes.
(d) In the event of the occurrence of any of the events specified in paragraph (a)(1), (2) or (3) of this Section 313,
the Company shall promptly make available to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons.
ARTICLE FOUR
REDEMPTION OF THE NOTES
SECTION 401. OPTIONAL REDEMPTION.
The Company may, at its option and without the consent of any Holder, redeem the Notes, in whole or in part, (1) on any day in the period
commencing on and including the date that is 90 days prior to the Initial Interest Rate Reset Date and ending on and including the Initial Interest Rate Reset Date and (2) after the Initial Interest Rate
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Reset Date, on any Interest Payment Date, in each case, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued
and unpaid interest (including Deferred Interest, if any) thereon to, but excluding, the Redemption Date (subject to the right of Holders of the Notes on the relevant Record Date to instead receive such accrued and unpaid interest as provided in
Section 1007 of the Indenture). For the avoidance of doubt, if there is a Tax Event or a Rating Event on or after July 31, 2031, the Company may optionally redeem the Notes in accordance with the optional redemption right in this Section 401 without
regard to the additional rights of redemption provided for such Tax Event or Rating Event, as applicable, in the other Sections of this Article Four.
SECTION 402. REDEMPTION ON TAX EVENT.
At any time within 90 days following the occurrence of a Tax Event, the Company may, at its option and without the consent of any Holder,
redeem all (but not less than all) of the Notes at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest (including Deferred Interest, if any) thereon to, but excluding, the Redemption
Date (subject to the right of Holders of the Notes on the relevant Record Date to instead receive such accrued and unpaid interest as provided in Section 1007 of the Indenture).
SECTION 403. REDEMPTION ON RATING EVENT.
At any time within 90 days following the occurrence of a Rating Event, the Company may, at its option and without the consent of any
Holder, redeem all (but not less than all) of the Notes at a Redemption Price equal to 102% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest (including Deferred Interest, if any) thereon to, but excluding, the
Redemption Date (subject to the right of Holders of the Notes on the relevant Record Date to instead receive such accrued and unpaid interest as provided in Section 1007 of the Indenture).
ARTICLE FIVE
ADDITIONAL COVENANTS
SECTION 501. DIVIDEND STOPPER UNDERTAKING.
(a) Unless the Company has paid all interest on the Notes that, at such time, has accrued and is payable (including
Deferred Interest, if any), the Company will not (i) declare any dividends on its Dividend Restricted Shares (other than stock dividends on Dividend Restricted Shares) or pay any interest on any Parity Notes, (ii) redeem, purchase or otherwise retire
for value any Dividend Restricted Shares or Parity Notes (unless such redemption, purchase or retirement for value is a Permitted Purchase), or (iii) make any payment to holders of any of the Dividend Restricted Shares or any of the Parity Notes in
respect of dividends not declared or paid on such Dividend Restricted Shares or interest not paid on such Parity Notes, respectively.
(b) For purposes of this Section 501:
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(i) “Dividend Restricted Shares” means, collectively, the Company’s Preferred Shares or Class A Voting Shares or Class B
Non-Voting Shares;
(ii) “Parity Notes” means any class or series of the Company’s debt securities or other indebtedness of the Company for
borrowed money outstanding on the date hereof or hereafter created which ranks on parity with the Notes as to distributions upon liquidation, dissolution or winding-up; and
(iii) “Permitted Purchase” means a redemption, purchase or other retirement for value of any Dividend Restricted Shares
or Parity Notes (A) pursuant to any purchase obligation, sinking fund, retraction privilege or mandatory redemption provisions attaching to any series of Dividend Restricted Shares or (B) with respect to Dividend Restricted Shares, (x) out of the net
cash proceeds of a substantially concurrent issuance and sale of, or made in exchange for (including by using), Dividend Restricted Shares or a substantially concurrent net cash capital contribution received by the Company (other than from a
Subsidiary of the Company), (y) deemed to occur upon the exercise or exchange of options, warrants or other convertible or exchangeable securities, to the extent such Dividend Restricted Shares represent all or a portion of the exercise, conversion
or exchange price thereof, together with any withholding to pay for the taxes payable in connection therewith or (z) cash payments in lieu of issuing fractional shares in connection with share dividends, splits or business combinations or the
exercise of warrants, options or other securities convertible into or exchangeable for Dividend Restricted Shares of the Company.
SECTION 502. [RESERVED]
SECTION 503. WAIVER OF CERTAIN COVENANTS.
Pursuant to Section 909 of the Indenture, but subject to Section 412 and Section 802 of the Indenture, the Company may omit in any
particular instance to comply with any covenant or provision thereof and any covenant or provision in Sections 501 or 502 of this Supplemental Indenture if, before or after the time for such compliance, the Holders of the Notes at the time
Outstanding shall, by Holder Direction, waive such compliance in such instance with such covenant or provision, but no such waiver shall extend to or affect such covenant or provision except to the extent so expressly waived, and, until such waiver
shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such covenant or provision shall remain in full force and effect.
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ARTICLE SIX
REMEDIES UPON BANKRUPTCY AND INSOLVENCY
SECTION 601. ADDITIONAL EVENT OF DEFAULT.
In addition to the Events of Default set forth in Section 401 of the Indenture, “Event of Default”, wherever used herein and in the
Indenture with respect to the Notes, includes any of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or governmental body):
(a) the Company pursuant to or under or within the meaning of any Bankruptcy Law:
(i) commences a voluntary case or proceeding;
(ii) consents to the entry of a Bankruptcy Order in an involuntary case or proceeding or the commencement of any case
against it;
(iii) consents to the appointment of a Custodian of it or for any substantial part of its property;
(iv) makes a general assignment for the benefit of its creditors or files a proposal or other scheme of arrangement
involving the rescheduling or composition of its indebtedness;
(v) files a petition in bankruptcy or an answer or consent seeking reorganization or relief; or
(vi) consents to the filing of such petition in bankruptcy or the appointment of or taking possession by a Custodian;
or
(b) a court of competent jurisdiction in any involuntary case or proceeding enters a Bankruptcy Order against the
Company or any Restricted Subsidiary, and such Bankruptcy Order remains unstayed and in effect for 60 consecutive days; or
(c) a Custodian shall be appointed out of court with respect to the Company, or with respect to all or any substantial
part of the property of the Company and, if the Company shall be contesting such appointment in good faith, such appointment continues for 90 consecutive days.
SECTION 602. ACCELERATION OF MATURITY.
If an Event of Default specified above in Section 601(a), Section 601(b) or Section 601(c) has occurred and is
continuing, then the principal amount of the Notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder of the Notes.
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ARTICLE SEVEN
SUBORDINATION OF NOTES
SECTION 701. NOTES SUBORDINATED TO SENIOR INDEBTEDNESS.
(a) The Company covenants and agrees, and each Holder of Notes, by the acceptance thereof, likewise covenants and
agrees, that the indebtedness represented by the Notes and the payment of the principal, premium, if any, and interest on each and all of the Notes is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, in right of
payment to the prior payment in full of all Senior Indebtedness to the extent provided in clause (b) of this Section 701.
(b) In the event (x) of any insolvency or bankruptcy proceedings or any receivership, liquidation, reorganization or
other similar proceedings in respect of the Company or a substantial part of its property, or of any proceedings for liquidation, dissolution or other winding up of the Company, whether or not involving insolvency or bankruptcy, or, (y) subject to
the provisions of Section 702, that (A) a default shall have occurred with respect to the payment of principal of or interest on or other monetary amounts due and payable on any Senior Indebtedness (without giving effect to any cure period with
respect thereto), or (B) there shall have occurred an event of default (other than a default of the type specified in subclause (A) of this clause (b)(y)) in respect of any Senior Indebtedness, as defined therein or in the instrument under which the
same is outstanding, permitting the holder or holders of such Senior Indebtedness to accelerate the maturity thereof (with notice or lapse of time, or both), and such event of default shall have continued beyond the period of grace, if any, in
respect thereof, and, in the cases of subclauses (A) and (B) of this clause (b)(y) such default or event of default shall not have been cured or waived or shall not have ceased to exist, or (z) that the principal of the Notes or of any other
Securities of any Series shall have been declared due and payable pursuant to Section 402 of the Indenture and such declaration of acceleration shall not have been rescinded and annulled as provided in the Indenture, then:
(i) the holders of all Senior Indebtedness shall first be entitled to receive payment of the full amount due thereon,
before the Holders of any of the Notes are entitled to receive a payment on account of the principal of, or interest or premium (if any) on, the indebtedness evidenced by the Notes, including, without limitation, any payments made pursuant to any
redemption of the Notes or purchase of the Notes for cancellation;
(ii) any payment by, or distribution of assets of, the Company of any kind or character, whether in cash, property or
securities, to which the Holders of any of the Notes or the Trustee would be entitled except for the provisions of this Section 701 shall be paid or delivered by the person making such payment or distribution, whether a Custodian or otherwise,
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directly to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any
indenture under which any instruments evidencing any of such Senior Indebtedness may have been issued, ratably according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness held or represented by each, to the extent
necessary to make payment in full of all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness, before any payment or distribution is made
to the holders of the indebtedness evidenced by the Notes or to the Trustee under the Indenture or this Supplemental Indenture; and
(iii) in the event that, notwithstanding the foregoing, any payment by, or distribution of assets of, the Company of any
kind or character, whether in cash, property or securities, in respect of principal of or interest on the Notes or in connection with any repurchase by the Company of the Notes, shall be received by the Trustee or the Holders of any of the Notes
before all Senior Indebtedness is paid in full, such payment or distribution in respect of principal of, or interest or premium (if any) on, the Notes or in connection with any redemption or repurchase by the Company of the Notes shall be paid over
to the holders of such Senior Indebtedness or their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any such Senior Indebtedness may have been issued, ratably as aforesaid,
for application to the payment of all Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall have been paid in full, after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such
Senior Indebtedness.
SECTION 702. DISPUTES WITH HOLDER OF CERTAIN SENIOR INDEBTEDNESS.
Any failure by the Company to make any payment on or perform any other obligation under Senior Indebtedness, other than any indebtedness
incurred by the Company or assumed or guaranteed, directly or indirectly, by the Company for money borrowed (or any deferral, renewal, extension or refunding thereof) or any indebtedness or obligation as to which the provisions of this Section 702
shall have been waived by the Company in the instrument or instruments by which the Company incurred, assumed, guaranteed or otherwise created such indebtedness or obligation, shall not be deemed a default under subclause (A) or an event of default
under subclause (B), as applicable, of Section 701(b)(y) of this Supplemental Indenture if (a) the Company shall be disputing its obligation to make such payment or perform such obligation and (b) either (i) no final judgment relating to such dispute
shall have been issued against the Company which is in full force and effect and is not subject to further review, including a judgment that has become final by reason of the expiration of the time within which a party may seek further appeal or
review, or (ii) in the event of a judgment that is subject to further review or appeal has been issued, the Company shall in good faith be prosecuting an appeal or
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other proceeding for review and a stay of execution shall have been obtained pending such appeal or review.
SECTION 703. SUBROGATION.
Subject to the payment in full of all Senior Indebtedness, the Holders of the Notes shall be subrogated (equally and ratably with the
holders of all obligations of the Company which by their express terms are subordinated to Senior Indebtedness of the Company to the same extent as the Notes are subordinated and which are entitled to like rights of subrogation) to the rights of the
holders of Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to the Senior Indebtedness until all amounts owing on the Notes shall be paid in full, and as between the Company, its
creditors other than holders of such Senior Indebtedness and the Holders, no such payment or distribution made to the holders of Senior Indebtedness by virtue of this Article that otherwise would have been made to the Holders shall be deemed to be a
payment by the Company on account of such Senior Indebtedness, it being understood that the provisions of this Article are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and the holders of Senior
Indebtedness, on the other hand.
SECTION 704. RELATIVE RIGHTS NOT OTHERWISE IMPAIRED.
(a) Nothing contained in this Article is intended to or shall impair, as among the Company, its creditors (other than
the holders of Senior Indebtedness) and the Holders, the obligation of the Company to pay to the Holders the principal of and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or
shall affect the relative rights of the Holders and creditors of the Company other than the holders of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or any Holder from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy.
(b) Upon payment or distribution of assets of the Company referred to in this Article, the Trustee and the Holders shall
be entitled to rely upon any order or decree made by any court of competent jurisdiction in which any such dissolution, winding up, liquidation or reorganization proceeding affecting the affairs of the Company is pending or upon a certificate of the
Custodian or other person making any payment or distribution, delivered to the Trustee or to the Holders, for the purpose of ascertaining the persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness and
other indebtedness of the Company, the amount thereof or payable thereon, the amount paid or distributed thereon and all other facts pertinent thereto or to this Article.
SECTION 705. EFFECTUATION OF SUBORDINATION BY TRUSTEE; WAIVER OF CONFLICTS.
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Each Holder by its acceptance thereof authorizes and directs the Trustee on its behalf to take such action as may be necessary or
appropriate to effect the subordination as provided in this Article and appoints the Trustee as its attorney-in-fact for any and all such purposes. This appointment shall be irrevocable.
The Company and each Holder (by its acceptance thereof) acknowledge that the Trustee acts, and may in the future act, as trustee with
respect to Senior Indebtedness and hereby waive any material conflict that may arise from such appointment. Notwithstanding anything else in this Supplemental Indenture or the Indenture (including, but not limited to, Article Four of the Indenture),
the Holders may not direct the Trustee to take any action to enforce the payment of the principal of (or premium, if any) or interest on the Notes unless and until the Company has been fully released and discharged from its obligations under the
Senior Indebtedness by the Senior Creditors.
SECTION 706. KNOWLEDGE OF TRUSTEE.
Notwithstanding the provisions of this Article or any other provisions of this Supplemental Indenture or the Indenture, the Trustee shall
not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of moneys to or by the Trustee, or the taking of any other action by the Trustee, unless and until a Responsible Officer of the Trustee in the
Corporate Trust Office shall have received written notice thereof mailed or otherwise delivered to the Trustee from the Company, any Holder of any Securities of any Series, any paying agent or the holder or representative of any class of Senior
Indebtedness referencing the Indenture, this Supplemental Indenture and the Notes.
SECTION 707. TRUSTEE MAY HOLD SENIOR INDEBTEDNESS.
The Trustee shall be entitled to all the rights set forth in this Article with respect to any Senior Indebtedness at the time held by it,
to the same extent as any other holder of Senior Indebtedness, and nothing in this Article or any other provisions of this Supplemental Indenture or the Indenture shall deprive the Trustee of any of its rights as such holder.
SECTION 708. RIGHTS OF SENIOR INDEBTEDNESS NOT IMPAIRED.
(a) No right of any present or future holder of any Senior Indebtedness to enforce the subordination herein shall at any
time or in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any noncompliance by the Company with the terms, provisions and covenants of the Indenture or this Supplemental Indenture, regardless of any
knowledge thereof any such holder may have or be otherwise charged with.
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(b) With respect to the holders of Senior Indebtedness, (i) the duties and obligations of the Trustee shall be
determined solely by the express provisions of this Supplemental Indenture, (ii) the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Supplemental Indenture, (iii) no implied
covenants or obligations shall be read into this Supplemental Indenture against the Trustee and (iv) the Trustee shall not be deemed to be a fiduciary as to such holders.
SECTION 709. ARTICLE APPLICABLE TO PAYING AGENTS.
In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term
Trustee as used in this Article shall in such case (unless the context shall require otherwise) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named
in this Article in addition to or in place of the Trustee; provided, however, that Section 706 and Section 707 of this Supplemental Indenture shall not apply to the Company if it acts as its own Paying Agent.
SECTION 710. TRUSTEE COMPENSATION AND INDEMNITY NOT PREJUDICED.
Nothing in this Article shall apply to claims of, or payments to, the Trustee pursuant to Section 507 of the Indenture.
ARTICLE EIGHT
AMENDMENTS TO INDENTURE
SECTION 801. AMENDMENT TO INDENTURE SECTION 115.
For purposes of the Notes issued under this Supplemental Indenture, Section 115 is hereby amended by adding the following:
“The Company irrevocably consents to the nonexclusive jurisdiction of any court of the State of New York or any United States Federal court
sitting, in each case, in the Borough of Manhattan, The City of New York, New York, United States of America, and any appellate court from any thereof, and waives any immunity from the jurisdiction of such courts over any suit, action or proceeding
that may be brought by the Trustee or Holders of the Notes in connection with this Supplemental Indenture or the Notes. The Company irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action or proceeding that may
be brought in connection with this Supplemental Indenture or the Notes in such courts on the grounds of venue or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Company agrees that final judgment
in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and may be enforced in any court to the jurisdiction of which the Company is subject by a suit upon such judgment; provided that service of
process is effected upon the Company in the manner provided by the Indenture.”
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SECTION 802. AMENDMENT TO INDENTURE SECTION 302.
For purposes of the Notes issued under this Supplemental Indenture, Section 302 is hereby amended by amending and restating clause (C) with
the following:
“The Company’s right of redemption under Section 402 of the Supplemental Indenture,”.
SECTION 803. AMENDMENT TO INDENTURE SECTION 906.
For purposes of the Notes issued under this Supplemental Indenture, Section 906 is hereby amended by amending and restating it with the
following:
“(a) The Company shall supply without cost to each Holder of the Securities, and file with the Trustee within 30 days after the Company is
required to file the same with the Commission, copies of the annual reports and quarterly reports and of the information, documents and other reports which the Company may be required to file with the Commission pursuant to Section 13 or 15(d) of the
Exchange Act (collectively, the “Financial Reports”); provided, however, that the Company need not furnish any such information, documents or reports to the extent they are made publicly available on SEDAR+ or EDGAR or any other website maintained by
the securities regulatory authorities in Canada or the Commission. Notwithstanding the foregoing, it shall not be the responsibility of the Trustee to monitor postings of the Company on SEDAR+ or EDGAR or any other applicable website, it being
understood that, due to the public availability of the information contained on such websites, any Person, including without limitation any Holder of the Securities, may obtain such information directly from such website copies of its annual report
and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may by rules and regulations prescribe) which the Company is required to file with the Commission pursuant to Section 13 or
15(d) of the Exchange Act.
(b) If the Company is not required to file with the Commission the Financial Reports, the Company shall furnish (without cost) to each
Holder of the Securities then outstanding, and file with the Trustee (i) within 120 days of the end of each fiscal year, its audited year-end financial statements prepared in accordance with GAAP (whether or not the Company is a public reporting
company at the time) and (ii) within 60 days of the end of each of the first three fiscal quarters of each fiscal year, unaudited financial statements for the interim period as at, and for the period ending on, the end of such fiscal quarter prepared
in accordance with GAAP (whether or not the Company is a public reporting company at the time). The Company shall also make such reports available to prospective purchasers of the Securities, securities analysts and broker-dealers upon their
request.
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(c) The obligations of the Company set forth in the foregoing clause (b) of this Section 906 will be deemed satisfied if any parent entity
of the Company has delivered to the Trustee (including by making such Financial Reports publicly available on SEDAR or EDGAR) the Financial Reports required in the preceding paragraph of this Section 906, that would otherwise be required to be
provided in respect of the Company, with respect to such parent entity; provided that such obligations will only be deemed to be satisfied if, and for so long as, such parent entity furnishes to the Trustee (either in or with a copy of such financial
statements) “summary financial information” as defined in Section 13.4 of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”) (or substantially equivalent financial information provided for in any successor provision thereto
in NI 51-102 or any successor instrument) for the parent entity for the periods covered by such financial statements with a separate column for (i) the parent entity, (ii) the Company, (iii) all Guarantors (on a combined basis), (iv) any other
subsidiaries of the parent entity (on a combined basis), (v) consolidating adjustments and (vi) total consolidated amounts.
(d) Delivery of reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such
shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s or the Guarantor’s compliance with any of their covenants hereunder (as to which the
Trustee is entitled to rely conclusively on Officer’s Certificates).”
SECTION 804. [RESERVED]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed all as of the day and year first above
written.
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ROGERS COMMUNICATIONS INC.,
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Name:
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Title:
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By
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Name:
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Title:
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Signature page to the Third Supplemental Indenture
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THE BANK OF NEW YORK MELLON,
as Trustee
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By
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/s/ April Bradley |
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Name:
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April Bradley
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Title:
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Agent
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Signature page to the Third Supplemental Indenture