ROGERS COMMUNICATIONS INC.
August 11, 2010
To the Agents named in Schedule II
Ladies and Gentlemen:
Rogers Communications Inc., a corporation existing under the laws of the Province of British
Columbia, Canada (the “Company”), proposes to appoint the several agents named in Schedule II hereto
(collectively, the “Agents” and each individually an “Agent”), as its sole and exclusive agents to offer for sale on a
best efforts basis up to the principal amount of its debt securities identified in Schedule I hereto (the “Securities”),
to be issued under an indenture dated as of May 26, 2009 (the “Base Indenture”), between the Company and
CIBC Mellon Trust Company, as trustee (the “Trustee”), as supplemented by the supplemental indenture to be
dated as of the original issue date of the Securities (the “Supplemental Indenture” and, together with the Base
Indenture, the “Indenture”) among the Company, Rogers Communications Partnership, an Ontario partnership
(the “Guarantor”) and the Trustee. Payment of principal, premium, if any, and interest on the Securities will be
fully and unconditionally guaranteed on an unsecured, unsubordinated basis (the “Guarantee”) by the
Guarantor. Certain terms used herein are defined in Section 20 hereof.
The Company has prepared and filed with the Ontario Securities Commission (the “Reviewing
Authority”) and the Canadian securities regulatory authorities (together with the Reviewing Authority, the
“Qualifying Authorities”) of each of the other provinces of Canada (including Ontario, collectively, the “Qualifying
Provinces”) in accordance with National Instruments 44-101 and 44-102, a preliminary short form base shelf
prospectus dated November 20, 2009 relating to debt securities (in the English and French languages).
The Company has also prepared and filed with the Qualifying Authorities, in accordance with
National Instruments 44-101 and 44-102, a final short form