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                                                                     EXHIBIT 4.5

                          REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as
of November 30, 2004, among ROGERS CABLE INC., a corporation organized under the
laws of the Province of Ontario (the "Company"), and CITIGROUP GLOBAL MARKETS
INC., J.P. MORGAN SECURITIES INC., MORGAN STANLEY & CO. INCORPORATED, RBC
CAPITAL MARKETS CORPORATION, SCOTIA CAPITAL (USA) INC., TD SECURITIES (USA) LLC,
CIBC WORLD MARKETS CORP., HARRIS NESBITT CORP. and SG Americas Securities, LLC
(collectively, the "Initial Purchasers").

This Agreement is made pursuant to the Purchase Agreement dated November 19,
2004 among the Company and the Initial Purchasers (the "Purchase Agreement"),
which provides for the sale by the Company to the Initial Purchasers of an
aggregate of Cdn$175,000,000 principal amount of the Company's 7.25% Senior
(Secured) Second Priority Notes due 2011 (the "Initial Securities") and certain
other senior (secured) second priority notes. In order to induce the Initial
Purchasers to enter into the Purchase Agreement, the Company has agreed to
provide to the Initial Purchasers and their direct and indirect transferees the
registration rights set forth in this Agreement. The execution of this Agreement
is a condition to the closing under the Purchase Agreement.

            In consideration of the foregoing, the parties hereto agree as
follows:

            1. Definitions. As used in this Agreement, the following capitalized
defined terms shall have the following meanings:

            "Agreement" shall have the meaning set forth in the preamble.

            "1933 Act" shall mean the Securities Act of 1933, as amended from
      time to time.

            "1934 Act" shall mean the Securities Exchange Act of 1934, as
      amended from time to time.

            "Business Day" shall mean any day, other than a Saturday, a Sunday,
      or a day on which commercial banking institutions in the City of New York,
      or in the city of the corporate trust office of the Trustee, are
      authorized by law to remain closed.

            "Canadian Securities Laws" shall have the meaning set forth in
      Section 3(d).

            "Closing Date" shall mean the Closing Time as defined in the
      Purchase Agreement.

            "Company" shall have the meaning set forth in the preamble and also
      includes the Company's successors.

            "day" or "days" shall mean calendar days.
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            "Depositary" shall mean The Depository Trust Company, or any other
      depositary appointed by the Company; provided, however, that such
      depositary must have an address in the Borough of Manhattan, in the City
      of New York.

            "Exchange Offer" shall mean the exchange offer by the Company of
      Exchange Securities for Registrable Securities pursuant to Section 2(a)
      hereof.

            "Exchange Offer Registration" shall mean a registration under the
      1933 Act effected pursuant to Section 2(a) hereof.

            "Exchange Offer Registration Statement" shall mean an exchange offer
      registration statement on Form F-4 (or, if applicable, on another
      appropriate form), and all amendments and supplements to such registration
      statement, in each case including the Prospectus contained therein, all
      exhibits thereto and all material incorporated by reference therein.

            "Exchange Securities" shall mean the 7.25% Senior (Secured) Second
      Priority Notes due 2011 issued by the Company under the Indenture
      containing terms identical to, and evidencing the same indebtedness as,
      the Initial Securities (except that (i) interest thereon shall accrue from
      the last date on which interest was paid on the Initial Securities or, if
      no such interest has been paid, from the date of their original issue,
      (ii) the transfer restrictions thereon shall be eliminated and (iii)
      certain provisions relating to an increase in the stated rate of interest
      thereon shall be eliminated), to be offered to Holders of Initial
      Securities in exchange for Initial Securities pursuant to the Exchange
      Offer.

            "Holders" shall mean the Initial Purchasers, for so long as they own
      any Registrable Securities, and each of their successors, assigns and
      direct and indirect transferees who become registered owners of
      Registrable Securities under the Indenture.

            "Indenture" shall mean the Indenture relating to the Initial
      Securities and the Exchange Securities dated as of November 30, 2004
      between the Company and the Trustee, as the same may be amended from time
      to time in accordance with the terms thereof.

            "Initial Purchasers" shall have the meaning set forth in the
      preamble.

            "Initial Securities" shall have the meaning set forth in the
      preamble.

            "Majority Holders" shall mean the Holders of a majority of the
      aggregate principal amount of outstanding Registrable Securities; provided
      that whenever the consent or approval of Holders of a specified percentage
      of Registrable Securities is required hereunder, Registrable Securities
      held by the Company shall be disregarded in determining whether such
      consent or approval was given by the Holders of such required percentage
      or amount.

            "Person" shall mean an individual, partnership, corporation, trust
      or unincorporated organization, or a government or agency or political
      subdivision thereof.


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            "Prospectus" shall mean the prospectus included in a Registration
      Statement, including any preliminary prospectus, and any such prospectus
      as amended or supplemented by any prospectus supplement, including a
      prospectus supplement with respect to the terms of the offering of any
      portion of the Registrable Securities covered by a Shelf Registration
      Statement, and by all other amendments and supplements to a prospectus,
      including post-effective amendments, and in each case including all
      material incorporated by reference therein.

            "Purchase Agreement" shall have the meaning set forth in the
      preamble.

            "Registrable Securities" shall mean the Initial Securities;
      provided, however, that the Initial Securities shall cease to be
      Registrable Securities when (i) a Registration Statement with respect to
      such Initial Securities shall have been declared effective under the 1933
      Act and such Initial Securities shall have been disposed of pursuant to
      such Registration Statement, (ii) such Initial Securities shall have been
      sold to the public pursuant to Rule 144 (or any similar provision then in
      force, but not Rule 144A) under the 1933 Act, (iii) such Initial
      Securities shall have ceased to be outstanding or (iv) such Initial
      Securities have been exchanged for Exchange Securities upon consummation
      of the Exchange Offer.

            "Registration Expenses" shall mean any and all expenses incident to
      performance of or compliance by the Company with this Agreement, including
      without limitation: (i) all SEC, stock exchange or National Association of
      Securities Dealers, Inc. ("NASD") registration and filing fees, (ii) all
      fees and expenses incurred in connection with compliance with state
      securities or blue sky laws and compliance with the rules of the NASD
      (including reasonable fees and disbursements of counsel for any
      underwriters or Holders in connection with blue sky qualification of any
      of the Exchange Securities or Registrable Securities), (iii) all filing
      fees in respect of any initial trade in Exchange Securities by way of
      private placement in Canada, (iv) all expenses of any Persons in preparing
      or assisting in preparing, word processing, printing and distributing any
      Registration Statement, any Prospectus, any amendments or supplements
      thereto, any underwriting agreements, securities sales agreements and
      other documents relating to the performance of and compliance with this
      Agreement, (v) all rating agency fees, (vi) all fees and expenses incurred
      in connection with the listing, if any, of any of the Registrable
      Securities on any securities exchange or exchanges, (vii) the fees and
      disbursements of counsel for the Company and of the independent public
      accountants of the Company, including the expenses of any special audits
      or "cold comfort" letters required by or incident to such performance and
      compliance, (viii) the fees and expenses of the Trustee, and any escrow
      agent or custodian, and (ix) any fees and disbursements of the
      underwriters customarily required to be paid by issuers or sellers of
      securities and the reasonable fees and expenses of any special experts
      retained by the Company in connection with any Registration Statement, but
      excluding fees of counsel to the underwriters or the Holders and
      underwriting discounts and commissions and transfer taxes, if any,
      relating to the sale or disposition of Registrable Securities by a Holder.

            "Registration Statement" shall mean any registration statement of
      the Company which covers any of the Exchange Securities or Registrable
      Securities pursuant to the

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      provisions of this Agreement, and all amendments and supplements to any
      such Registration Statement, including post-effective amendments, in each
      case including the Prospectus contained therein, all exhibits thereto and
      all material incorporated by reference therein.

            "SEC" shall mean the Securities and Exchange Commission.

            "Shelf Registration" shall mean a registration under the 1933 Act
      effected pursuant to Section 2(b) hereof.

            "Shelf Registration Statement" shall mean a "shelf" registration
      statement of the Company pursuant to the provisions of Section 2(b) of
      this Agreement which covers all of the Registrable Securities on an
      appropriate form under Rule 415 under the 1933 Act, or any similar rule
      that may be adopted by the SEC, and all amendments and supplements to such
      registration statement, including post-effective amendments, in each case
      including the Prospectus contained therein, all exhibits thereto and all
      material incorporated by reference therein.

            "Trustee" shall mean JPMorgan Chase Bank, N.A., as trustee, with
      respect to the Initial Securities under the Indenture.

            2. Registration Under the 1933 Act. (a) Exchange Offer Registration.
To the extent not prohibited by any applicable law or applicable interpretation
of the Staff of the SEC, the Company shall use its commercially reasonable
efforts (A) to file within 150 days after the Closing Date an Exchange Offer
Registration Statement covering the offer by the Company to the Holders to
exchange all of the Registrable Securities for Exchange Securities, (B) to cause
such Exchange Offer Registration Statement to be declared effective by the SEC
within 210 days after the Closing Date, (C) to cause such Registration Statement
to remain effective until the closing of the Exchange Offer and (D) to
consummate the Exchange Offer within 240 days following the Closing Date. The
Exchange Securities will be issued under the Indenture. Upon the effectiveness
of the Exchange Offer Registration Statement, the Company shall promptly
commence the Exchange Offer, it being the objective of such Exchange Offer to
enable each Holder (other than Participating Broker-Dealers (as defined in
Section 3(f))) eligible and electing to exchange Registrable Securities for
Exchange Securities (assuming that such Holder is not an affiliate of the
Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange
Securities in the ordinary course of such Holder's business and has no
arrangements or understandings with any person to participate in the Exchange
Offer for the purpose of distributing the Exchange Securities) to trade such
Exchange Securities from and after their receipt without any limitations or
restrictions under the 1933 Act and without material restrictions under the
securities laws of a substantial proportion of the several states of the United
States.

            Any distribution in Canada of Exchange Securities will be effected
solely to holders of Registrable Securities who are eligible to acquire Exchange
Securities pursuant to exemptions from the requirement under Canadian Securities
Laws that the Company prepare and file a prospectus with the relevant Canadian
securities regulatory authorities and, as a condition to the tender of their
Registrable Securities pursuant to the Exchange Offer, holders of

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Registrable Securities in Canada will be required to provide certain information
and make certain representations to the Company, including a representation that
they are entitled under applicable provincial securities laws to acquire the
Exchange Securities without the benefit of a prospectus qualified under
applicable Canadian Securities Laws.

            In connection with the Exchange Offer, the Company shall:

            (i) mail to each Holder a copy of the Prospectus forming part of the
      Exchange Offer Registration Statement, together with an appropriate letter
      of transmittal and related documents and, in the case of Holders in
      Canada, the wrapper (if the delivery of one is required by Canadian
      Securities Laws) used in connection with the private placement of the
      Exchange Securities in Canada;

            (ii) keep the Exchange Offer open for not less than 30 days after
      the date notice thereof is mailed to the Holders (or longer if required by
      applicable law);

            (iii) use the services of the Depositary for the Exchange Offer;

            (iv) permit Holders to withdraw tendered Registrable Securities at
      any time prior to the close of business, New York City time, on the last
      Business Day on which the Exchange Offer shall remain open, by sending to
      the institution specified in the notice, facsimile transmission or letter
      setting forth the name of such Holder, the principal amount of Registrable
      Securities delivered for exchange, and a statement that such Holder is
      withdrawing his election to have such Initial Securities exchanged; and

            (v) otherwise comply in all respects with all applicable laws
      relating to the Exchange Offer.

            As soon as practicable after the close of the Exchange Offer, the
Company shall:

            (i) accept for exchange Registrable Securities duly tendered and not
      validly withdrawn pursuant to the Exchange Offer in accordance with the
      terms of the Exchange Offer Registration Statement and the letter of
      transmittal which is an exhibit thereto;

            (ii) deliver, or cause to be delivered, to the Trustee for
      cancellation all Registrable Securities so accepted for exchange by the
      Company; and

            (iii) cause the Trustee promptly to authenticate and deliver
      Exchange Securities to each Holder of Registrable Securities equal in
      amount to the Registrable Securities of such Holder so accepted for
      exchange.

            Interest on each Exchange Security will accrue from the last date on
which interest was paid on the Registrable Securities surrendered in exchange
therefor or, if no interest has been paid on the Registrable Securities, from
the date of its original issue. The Exchange Offer shall not be subject to any
conditions, other than (i) that the Exchange Offer, or the making of any
exchange by a Holder, does not violate applicable law or any applicable
interpretation of the Staff of the SEC or the Canadian securities regulatory
authorities, (ii) the due tendering of Registrable Securities in accordance with
the Exchange Offer, (iii) that no action or proceeding

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shall have been instituted or threatened in any court or by or before any
governmental agency with respect to the Exchange Offer which, in the Company's
judgment, would reasonably be expected to impair the ability of the Company to
proceed with the Exchange Offer, (iv) that there shall not have been adopted or
enacted any law, statute, rule or regulation which, in the Company's judgment,
would reasonably be expected to impair the ability of the Company to proceed
with the Exchange Offer, (v) that there shall not have been declared by U.S.
federal, New York State or Canadian federal authorities a banking moratorium
which, in the Company's judgment, would reasonably be expected to impair the
ability of the Company to proceed with the Exchange Offer, (vi) that trading
generally in the United States or Canadian over-the-counter market shall not
have been suspended by order of the SEC, any securities commission or securities
regulatory authority in Canada or any other governmental authority, which, in
the Company's judgment, would reasonably be expected to impair the ability of
the Company to proceed with the Exchange Offer and (vii) that each Holder of
Registrable Securities (other than Participating Broker-Dealers) who wishes to
exchange such Registrable Securities for Exchange Securities in the Exchange
Offer shall have represented that (A) it is not an affiliate of the Company
within the meaning of Rule 405 under the 1933 Act, (B) any Exchange Securities
to be received by it were acquired in the ordinary course of business and (C) at
the time of the commencement of the Exchange Offer it has no arrangement with
any person to participate in the distribution (within the meaning of the 1933
Act) of the Exchange Securities and shall have made such other representations
as may be reasonably necessary under applicable SEC rules, regulations or
interpretations to render the use of Form F-4 or another appropriate form under
the 1933 Act available; provided, however, that none of the foregoing conditions
shall relieve the Company of its obligations under this Agreement or effect any
increase in the interest rate borne by the Initial Securities pursuant to this
Agreement. To the extent permitted by law, the Company shall inform the Initial
Purchasers of the names and addresses of the Holders to whom the Exchange Offer
is made, and the Initial Purchasers shall have the right to contact such Holders
and otherwise facilitate the tender of Registrable Securities in the Exchange
Offer.

            For greater certainty, the Company's obligation to use its
commercially reasonable efforts to make the Exchange Offer hereunder terminates
at the close of business on the 240th day following the Closing Date.

            (b) Shelf Registration. (i) If, because of any change in law or
applicable interpretations thereof by the Staff of the SEC or the Canadian
securities regulatory authorities, the Company is not permitted to effect the
Exchange Offer as contemplated by Section 2(a) hereof, or (ii) if for any other
reason the Exchange Offer Registration Statement is not declared effective
within 210 days after the Closing Date or the Exchange Offer is not consummated
within 240 days after the Closing Date, or (iii) upon the request of any Initial
Purchaser (with respect to any Registrable Securities which it acquired directly
from the Company) following the consummation of the Exchange Offer if such
Initial Purchaser shall hold Registrable Securities which it acquired directly
from the Company and if such Initial Purchaser is not permitted, in the opinion
of counsel to the Initial Purchasers, pursuant to applicable law or applicable
interpretation of the Staff of the SEC to participate in the Exchange Offer or
(iv) if any Holder, other than an Initial Purchaser, is not eligible to
participate in the Exchange Offer or does not receive Exchange Securities that
are freely tradeable in the United States following the consummation of the
Exchange Offer other than by reason of such Holder being an affiliate of the
Company within the meaning of Rule 405 under the 1933 Act, the Company shall, at
its cost:

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            (A) use its commercially reasonable efforts to, as promptly as
      practicable, file with the SEC a Shelf Registration Statement relating to
      the offer and sale of the Registrable Securities by the Holders from time
      to time in accordance with the methods of distribution elected by the
      Majority Holders of such Registrable Securities and set forth in such
      Shelf Registration Statement, and use its commercially reasonable efforts
      to cause such Shelf Registration Statement to be declared effective by the
      SEC by the 240th day after the Closing Date (or promptly in the event of a
      request by any Initial Purchaser pursuant to clause (iii) or in the
      circumstances of clause (iv) above). In the event that the Company is
      required to file a Shelf Registration Statement upon the request of any
      Initial Purchaser pursuant to clause (iii) or in the circumstances of
      clause (iv) above, the Company shall file and have declared effective by
      the SEC both an Exchange Offer Registration Statement pursuant to Section
      2(a) with respect to all Registrable Securities and a Shelf Registration
      Statement (which may be a combined Registration Statement with the
      Exchange Offer Registration Statement) with respect to offers and sales of
      Registrable Securities held by such Holder or any Initial Purchaser after
      completion of the Exchange Offer;

            (B) use its commercially reasonable efforts to keep the Shelf
      Registration Statement continuously effective in order to permit the
      Prospectus forming part thereof to be usable by Holders for a period of
      two years from the date the Shelf Registration Statement is declared
      effective by the SEC (or one year from the date the Shelf Registration
      Statement is declared effective if such Shelf Registration Statement is
      filed upon the request of any Initial Purchaser pursuant to clause (iii)
      above) or such shorter period which will terminate when all of the
      Registrable Securities covered by the Shelf Registration Statement have
      been sold pursuant to the Shelf Registration Statement; and

            (C) notwithstanding any other provisions hereof, use its best
      efforts to ensure that (i) any Shelf Registration Statement and any
      amendment thereto and any Prospectus forming part thereof and any
      supplement thereto complies in all material respects with the 1933 Act and
      the rules and regulations thereunder, (ii) any Shelf Registration
      Statement and any amendment thereto does not, when it becomes effective,
      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 (iii) any Prospectus forming part of any Shelf
      Registration Statement, and any supplement to such Prospectus (as amended
      or supplemented from time to time), does not include an untrue statement
      of a material fact or omit to state a material fact necessary in order to
      make the statements, in light of the circumstances under which they were
      made, not misleading.

            The Company further agrees, if necessary, to supplement or amend the
Shelf Registration Statement if reasonably requested by the Majority Holders
with respect to information relating to the Holders and otherwise as required by
Section 3(b) below, to use all reasonable efforts to cause any such amendment to
become effective and such Shelf Registration to become usable as soon as
thereafter practicable and to furnish to the Holders of Registrable Securities
copies of any such supplement or amendment promptly after its being used or
filed with the SEC.

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            (c) Expenses. The Company shall pay all Registration Expenses in
connection with the registration pursuant to Section 2(a) or 2(b) and, in the
case of any Shelf Registration Statement, will reimburse the Holders or Initial
Purchasers for the reasonable fees and disbursements of one firm or counsel
designated in writing by the Majority Holders to act as counsel for the Holders
of the Registrable Securities in connection therewith, and, in the case of an
Exchange Offer Registration Statement, will reimburse the Initial Purchasers, as
applicable, for the reasonable fees and disbursements of counsel in connection
therewith. Each Holder shall pay all expenses of its counsel other than as set
forth in the preceding sentence, underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of such Holder's
Registrable Securities pursuant to the Shelf Registration Statement.

            (d) Effective Registration Statement. (i) The Company will be deemed
not to have used its commercially reasonable efforts to cause the Exchange Offer
Registration Statement or the Shelf Registration Statement, to become, or to
remain, effective during the requisite period if the Company voluntarily takes
any action that would result in any such Registration Statement not being
declared effective or in the Holders of Registrable Securities covered thereby
not being able to exchange or offer and sell such Registrable Securities during
that period unless (A) such action is required by applicable law or (B) such
action is taken by the Company in good faith and for valid business reasons (not
including avoidance of the Company's obligations hereunder), including the
acquisition or divestiture of assets, so long as the Company promptly complies
with the requirements of Section 3(k) hereof, if applicable.

            (ii) An Exchange Offer Registration Statement pursuant to Section
      2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b)
      hereof will not be deemed to have become effective unless it has been
      declared effective by the SEC; provided, however, that if, after it has
      been declared effective, the offering of Registrable Securities pursuant
      to a Registration Statement is interfered with by any stop order,
      injunction or other order or requirement of the SEC or any other
      governmental agency or court, such Registration Statement will be deemed
      not to have been effective during the period of such interference, until
      the offering of Registrable Securities pursuant to such Registration
      Statement may legally resume.

            (e) Increase in Interest Rate. In the event that (i) neither the
Exchange Offer Registration Statement nor a Shelf Registration Statement is
filed with the SEC on or prior to the 150th day after the Closing Date, (ii)
neither the Exchange Offer Registration Statement nor a Shelf Registration
Statement is declared effective on or prior to the 210th day after the Closing
Date or (iii) neither the Exchange Offer has been consummated nor a Shelf
Registration Statement declared effective on or prior to the 240th day after the
Closing Date, the interest rate borne by the Initial Securities shall be
increased by 0.25% per annum following such 150-day period in the case of clause
(i) above, such 210-day period in the case of clause (ii) above, or such 240-day
period in the case of clause (iii) above; provided that the aggregate increase
in such interest rate will in no event exceed 0.25% per annum. Upon (x) the
filing of either the Exchange Offer Registration Statement or a Shelf
Registration Statement, as the case may be, after the 150-day period described
in clause (i) above, (y) the effectiveness of either the Exchange Offer
Registration Statement or a Shelf Registration Statement, as the case may be,
after the 210-day period described in clause (ii) above or (z) the consummation
of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as
the case may be, after the 240-day

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period described in clause (iii) above, the interest rate borne by the Initial
Securities from the date of such filing, effectiveness or consummation, as the
case may be, will be reduced to the original interest rate.

            (f) Specific Enforcement. Without limiting the remedies available to
the Initial Purchasers and the Holders, the Company acknowledges that any
failure by the Company to comply with its obligations under Section 2(a) and
Section 2(b) hereof may result in material irreparable injury to the Initial
Purchasers or the Holders for which there is no adequate remedy at law, that it
will not be possible to measure damages for such injuries precisely and that, in
the event of any such failure, the Initial Purchasers or any Holder may obtain
such relief as may be required to specifically enforce the Company's obligations
under Section 2(a) and Section 2(b) hereof.

            3. Registration Procedures. In connection with the obligations of
the Company with respect to the Registration Statements pursuant to Sections
2(a) and 2(b) hereof, the Company shall:

            (a) prepare and file with the SEC a Registration Statement, within
the time period specified in Section 2, on the appropriate form under the 1933
Act, which form (i) shall be selected by the Company, (ii) shall, in the case of
a Shelf Registration, be available for the sale of the Registrable Securities by
the selling Holders thereof and (iii) shall comply as to form in all material
respects with the requirements of the applicable form and include or incorporate
by reference all financial statements required by the SEC to be filed therewith,
and use its commercially reasonable efforts to cause such Registration Statement
to become effective and remain effective in accordance with Section 2 hereof;

            (b) prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary under applicable
law to keep such Registration Statement effective for the applicable period;
cause each Prospectus to be supplemented by any required prospectus supplement,
and as so supplemented to be filed pursuant to Rule 424 under the 1933 Act; and
comply with the provisions of the 1933 Act with respect to the disposition of
all securities covered by each Registration Statement during the applicable
period in accordance with the intended method or methods of distribution by the
selling Holders thereof;

            (c) in the case of a Shelf Registration, (i) notify each Holder of
Registrable Securities, at least five days prior to filing, that a Shelf
Registration Statement with respect to the Registrable Securities is being filed
and advising such Holders that the distribution of Registrable Securities will
be made in accordance with the method elected by the Majority Holders; and (ii)
furnish to each Holder of Registrable Securities, to counsel for the Initial
Purchasers, to counsel for the Holders and to each underwriter of an
underwritten offering of Registrable Securities, if any, without charge, as many
copies of each Prospectus, including each preliminary Prospectus, and any
amendment or supplement thereto and such other documents as such Holder or
underwriter may reasonably request, including financial statements and schedules
and, if the Holder so requests, all exhibits (including those incorporated by
reference) in order to facilitate the public sale or other disposition of the
Registrable Securities; and (iii) subject to the last paragraph of Section 3,
hereby consent to the use of the Prospectus or any amendment or

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supplement thereto by each of the selling Holders of Registrable Securities in
connection with the offering and sale of the Registrable Securities covered by
the Prospectus or any amendment or supplement thereto;

            (d) use its reasonable best efforts to register or qualify the
Registrable Securities under all applicable state securities or "blue sky" laws
of such U.S. jurisdictions as any Holder of Registrable Securities covered by a
Registration Statement and each underwriter of an underwritten offering of
Registrable Securities shall reasonably request by the time the applicable
Registration Statement is declared effective by the SEC, to comply with any
requirements under applicable Canadian securities laws, rules and regulations
("Canadian Securities Laws") in respect of the registration and exchange of
Exchange Securities under the Registration Statement, to cooperate with the
Holders in connection with any filings required to be made with the NASD, and do
any and all other acts and things which may be reasonably necessary or advisable
to enable such Holder to consummate the disposition in each such U.S.
jurisdiction of such Registrable Securities owned by such Holder; provided,
however, that the Company shall not be required to (i) qualify as a foreign
corporation or as a dealer in securities in any jurisdiction where it would not
otherwise be required to qualify but for this Section 3(d) or (ii) take any
action which would subject it to general service of process or taxation in any
such jurisdiction if it is not then so subject or (iii) qualify trades of the
Registrable Securities or the Exchange Securities in Canada by filing a
prospectus with any Canadian securities regulatory authority;

            (e) in the case of a Shelf Registration, notify each Holder of
Registrable Securities and counsel for the Initial Purchasers promptly and, if
requested by such Holder or counsel, confirm such advice in writing promptly (i)
when a Registration Statement has become effective and when any post-effective
amendments and supplements thereto become effective, (ii) of any request by the
SEC or any state securities authority for post-effective amendments and
supplements to a Registration Statement and Prospectus or for additional
information after the Registration Statement has become effective, (iii) of the
issuance by the SEC or any state securities authority of any stop order
suspending the effectiveness of a Registration Statement or the initiation of
any proceedings for that purpose, (iv) if, between the effective date of a
Registration Statement and the closing of any sale of Registrable Securities
covered thereby, the representations and warranties of the Company contained in
any underwriting agreement, securities sales agreement or other similar
agreement, if any, relating to such offering cease to be true and correct in all
material respects, (v) of the receipt by the Company of any notification with
respect to the suspension of the qualification of the Registrable Securities for
sale in any jurisdiction or the initiation or threatening of any proceeding for
such purpose, (vi) of the happening of any event or the discovery of any facts
during the period a Shelf Registration Statement is effective which makes any
statement made in such Registration Statement or the related Prospectus untrue
in any material respect or which requires the making of any changes in such
Registration Statement or Prospectus in order to make the statements therein not
misleading and (vii) of any determination by the Company that a post-effective
amendment to a Registration Statement would be appropriate;

            (f) (A) in the case of the Exchange Offer, (i) include in the
Exchange Offer Registration Statement a "Plan of Distribution" section covering
the use of the Prospectus included in the Exchange Offer Registration Statement
by broker-dealers who have exchanged

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their Registrable Securities for Exchange Securities for the resale of such
Exchange Securities, (ii) furnish to each broker-dealer who desires to
participate in the Exchange Offer, without charge, as many copies of each
Prospectus included in the Exchange Offer Registration Statement, including any
preliminary prospectus, and any amendment or supplement thereto, as such
broker-dealer may reasonably request, (iii) include in the Exchange Offer
Registration Statement a statement that any broker-dealer who holds Registrable
Securities acquired for its own account as a result of market-making activities
or other trading activities (a "Participating Broker-Dealer"), and who receives
Exchange Securities for Registrable Securities pursuant to the Exchange Offer,
may be a statutory underwriter and must deliver a prospectus meeting the
requirements of the 1933 Act in connection with any resale of such Exchange
Securities, (iv) subject to the last paragraph of Section 3, hereby consent to
the use of the Prospectus forming part of the Exchange Offer Registration
Statement or any amendment or supplement thereto, by any broker-dealer in
connection with the sale or transfer of the Exchange Securities covered by the
Prospectus or any amendment or supplement thereto, and (v) include in the
transmittal letter or similar documentation to be executed by an exchange
offeree in order to participate in the Exchange Offer (x) the following
provision:

            "If the undersigned is not a broker-dealer, the undersigned
            represents that it is not engaged in, and does not intend to engage
            in, a distribution of Exchange Securities. If the undersigned is a
            broker-dealer that will receive Exchange Securities for its own
            account in exchange for Registrable Securities, it represents that
            the Registrable Securities to be exchanged for Exchange Securities
            were acquired by it as a result of market-making activities or other
            trading activities and acknowledges that it will deliver a
            prospectus meeting the requirements of the 1933 Act in connection
            with any resale of such Exchange Securities pursuant to the Exchange
            Offer; however, by so acknowledging and by delivering a prospectus,
            the undersigned will not be deemed to admit that it is an
            "underwriter" within the meaning of the 1933 Act"; and

      (y) a statement to the effect that by a broker-dealer making the
      acknowledgment described in subclause (x) and by delivering a Prospectus
      in connection with the exchange of registrable Securities, the
      broker-dealer will not be deemed to admit that it is an underwriter within
      the meaning of the 1933 Act; and

            (B) to the extent any Participating Broker-Dealer participates in
      the Exchange Offer, the Company shall use its reasonable best efforts to
      cause to be delivered at the request of an entity representing the
      Participating Broker-Dealers (which entity shall be any of the Initial
      Purchasers, unless it elects not to act as such representative) only one,
      if any, "cold comfort" letter with respect to the Prospectus in the form
      existing on the last date for which exchanges are accepted pursuant to the
      Exchange Offer and with respect to each subsequent amendment or
      supplement, if any, effected during the period specified in clause (C)
      below; and

            (C) to the extent any Participating Broker-Dealer participates in
      the Exchange Offer, the Company shall use its reasonable best efforts to
      maintain the effectiveness of the Exchange Offer Registration Statement
      for a period of 180 days following the closing of the Exchange Offer; and


                                       11
<PAGE>
            (D) the Company shall not be required to amend or supplement the
      Prospectus contained in the Exchange Offer Registration Statement as would
      otherwise be contemplated by Section 3(b), or take any other action as a
      result of this Section 3(f), for a period exceeding 180 days after the
      closing of the Exchange Offer (as such period may be extended by the
      Company) and Participating Broker-Dealers shall not be authorized by the
      Company to, and shall not, deliver such Prospectus after such period in
      connection with resales contemplated by this Section 3.

            (g) (A) in the case of an Exchange Offer, furnish counsel for the
Initial Purchasers and (B) in the case of a Shelf Registration, furnish counsel
for the Holders of Registrable Securities copies of any request by the SEC or
any state securities authority for amendments or supplements to a Registration
Statement and Prospectus or for additional information;

            (h) make every reasonable effort to obtain the withdrawal of any
order suspending the effectiveness of a Registration Statement as soon as
practicable and provide immediate notice to each Holder of the withdrawal of any
such order;

            (i) in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, without charge, at least one conformed copy of each
Registration Statement and any post-effective amendment thereto (without
documents incorporated therein by reference or exhibits thereto, unless
requested);

            (j) in the case of a Shelf Registration, cooperate with the selling
Holders of Registrable Securities to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold and not
bearing any restrictive legends; and cause such Registrable Securities to be in
such denominations (consistent with the provisions of the Indenture) and
registered in such names as the selling Holders or the underwriters, if any, may
reasonably request at least two Business Days prior to the closing of any sale
of Registrable Securities;

            (k) in the case of a Shelf Registration, upon the occurrence of any
event or the discovery of any facts, each as contemplated by Section 3(e)(vi)
hereof, use its reasonable best efforts to prepare a supplement or
post-effective amendment to a Registration Statement or the related Prospectus
or any document incorporated therein by reference or file any other required
document so that, as thereafter delivered to the purchasers of the Registrable
Securities, such Prospectus will not contain at the time of such delivery any
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. The Company agrees to notify each Holder to suspend
use of the Prospectus as promptly as practicable after the occurrence of such an
event, and each Holder hereby agrees to suspend use of the Prospectus until the
Company has amended or supplemented the Prospectus to correct such misstatement
or omission. At such time as such public disclosure is otherwise made or the
Company determines that such disclosure is not necessary, in each case to
correct any misstatement of a material fact or to include any omitted material
fact, the Company agrees promptly to notify each Holder of such determination
and to furnish each Holder such numbers of copies of the Prospectus, as amended
or supplemented, as such Holder may reasonably request;


                                       12
<PAGE>
            (l) obtain a CUSIP number for all Exchange Securities, or
Registrable Securities, as the case may be, not later than the effective date of
a Registration Statement, and provide the Trustee with printed certificates for
the Exchange Securities or the Registrable Securities, as the case may be, in a
form eligible for deposit with the Depositary;

            (m) (i) cause the Indenture to be qualified under the Trust
Indenture Act of 1939, as amended (the "TIA"), in connection with the
registration of the Exchange Securities, or Registrable Securities, as the case
may be, (ii) cooperate with the Trustee and the Holders to effect such changes
to the Indenture as may be required for the Indenture to be so qualified in
accordance with the terms of the TIA and (iii) execute, and use its best efforts
to cause the Trustee to execute, all documents as may be required to effect such
changes, and all other forms and documents required to be filed with the SEC to
enable the Indenture to be so qualified in a timely manner;

            (n) in the case of a Shelf Registration, enter into agreements
(including underwriting agreements) and take all other customary and appropriate
actions (including those reasonably requested by the Majority Holders) in order
to expedite or facilitate the disposition of such Registrable Securities and in
such connection whether or not an underwriting agreement is entered into and
whether or not the registration is an underwritten registration:

            (i) make such representations and warranties to the Holders of such
      Registrable Securities and the underwriters, if any, in form, substance
      and scope as are customarily made by issuers to underwriters in similar
      underwritten offerings as may be reasonably requested by them;

            (ii) obtain opinions of counsel to the Company and updates thereof
      (which counsel and opinions (in form, scope and substance) shall be
      reasonably satisfactory to the managing underwriters, if any, and the
      holders of a majority in principal amount of the Registrable Securities
      being sold) addressed to each selling Holder and the underwriters, if any,
      covering the matters customarily covered in opinions requested in sales of
      securities or underwritten offerings and such other matters as may be
      reasonably requested by such Holders and underwriters;

            (iii) obtain "cold comfort" letters and updates thereof from the
      Company's independent certified public accountants addressed to the
      underwriters, if any, and will use commercially reasonable efforts to have
      such letters addressed to the selling Holders of Registrable Securities,
      such letters to be in customary form and covering matters of the type
      customarily covered in "cold comfort" letters to underwriters in
      connection with similar underwritten offerings;

            (iv) enter into a securities sales agreement with the Holders and an
      agent of the Holders providing for, among other things, the appointment of
      such agent for the selling Holders for the purpose of soliciting purchases
      of Registrable Securities, which agreement shall be in form, substance and
      scope customary for similar offerings;

            (v) if an underwriting agreement is entered into, cause the same to
      set forth indemnification provisions and procedures substantially
      equivalent to the indemnification

                                       13
<PAGE>
      provisions and procedures set forth in Section 5 hereof with respect to
      the underwriters and all other parties to be indemnified pursuant to said
      Section; and

            (vi) deliver such documents and certificates as may be reasonably
      requested and as are customarily delivered in similar offerings.

      The above shall be done at (i) the effectiveness of such Registration
      Statement (and, if appropriate, each post-effective amendment thereto) and
      (ii) each closing under any underwriting or similar agreement as and to
      the extent required thereunder. In the case of any underwritten offering,
      the Company shall provide written notice to the Holders of all Registrable
      Securities of such underwritten offering at least 30 days prior to the
      filing of a prospectus supplement for such underwritten offering. Such
      notice shall (x) offer each such Holder the right to participate in such
      underwritten offering, (y) specify a date, which shall be no earlier than
      10 days following the date of such notice, by which such Holder must
      inform the Company of its intent to participate in such underwritten
      offering and (z) include the instructions such Holder must follow in order
      to participate in such underwritten offering;

            (o) in the case of a Shelf Registration, make available for
inspection by representatives of the Holders of the Registrable Securities and
any underwriters participating in any disposition pursuant to a Shelf
Registration Statement and any counsel or accountant retained by such Holders or
underwriters, all financial and other records, pertinent corporate documents and
properties of the Company reasonably requested by any such persons, and cause
the respective officers, directors, employees, and any other agents of the
Company to supply all information reasonably requested by any such
representative, underwriter, special counsel or accountant in connection with a
Registration Statement;

            (p) (i) a reasonable time prior to the filing of any Exchange Offer
Registration Statement, any Prospectus forming a part thereof, any amendment to
an Exchange Offer Registration Statement or amendment or supplement to a
Prospectus, provide copies of such document to the Initial Purchasers, and make
such changes in any such document prior to the filing thereof as any of the
Initial Purchasers or their counsel may reasonably request; (ii) in the case of
a Shelf Registration, a reasonable time prior to filing any Shelf Registration
Statement, any Prospectus forming a part thereof, any amendment to such Shelf
Registration Statement or amendment or supplement to such Prospectus, provide
copies of such document to the Holders of Registrable Securities, to the Initial
Purchasers, to counsel on behalf of the Holders and to the underwriter or
underwriters of an underwritten offering of Registrable Securities, if any, and
make such changes in any such document prior to the filing thereof as the
Holders of Registrable Securities, the Initial Purchasers on behalf of such
Holders, their counsel and any underwriter may reasonably request; and (iii)
cause the representatives of the Company to be available for discussion of such
document as shall be reasonably requested by the Holders of Registrable
Securities, the Initial Purchasers on behalf of such Holders or any underwriter
and shall not at any time make any filing of any such document of which such
Holders, the Initial Purchasers on behalf of such Holders, their counsel or any
underwriter shall not have previously been advised and furnished a copy or to
which such Holders, the Initial Purchasers on behalf of such Holders, their
counsel or any underwriter shall reasonably object;


                                       14
<PAGE>
            (q) in the case of a Shelf Registration, use its commercially
reasonable efforts to cause the Registrable Securities to be rated with the
appropriate rating agencies, if so requested by the Majority Holders or by the
underwriter or underwriters of an underwritten offering of Registrable
Securities, if any, unless the Registrable Securities are already so rated;

            (r) otherwise use its best efforts to comply with all applicable
rules and regulations of the SEC and make available to its security holders, as
soon as reasonably practicable, an earnings statement covering at least 12
months which shall satisfy the provisions of Section 11(a) of the 1933 Act and
Rule 158 thereunder; and

            (s) cooperate and assist in any filings required to be made with the
NASD and in the performance of any due diligence investigation by any
underwriter and its counsel.

            In the case of a Shelf Registration Statement, the Company may (as a
condition to such Holder's participation in the Shelf Registration) require each
Holder of Registrable Securities to furnish to the Company such information
regarding such Holder and the proposed distribution by such Holder of such
Registrable Securities as the Company may from time to time reasonably request
in writing.

            In the case of a Shelf Registration Statement, each Holder agrees
that, upon receipt of any notice from the Company of the happening of any event
or the discovery of any facts, each of the kind described in Section
3(e)(ii)-(vi) hereof, such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to a Registration Statement until such Holder's
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 3(k) hereof, and, if so directed by the Company, such Holder will
deliver to the Company (at its expense) all copies in its possession, other than
permanent file copies then in such Holder's possession, of the Prospectus
covering such Registrable Securities current at the time of receipt of such
notice. If the Company shall give any such notice to suspend the disposition of
Registrable Securities pursuant to a Shelf Registration Statement as a result of
the happening of any event or the discovery of any facts, each of the kind
described in Section 3(e)(vi) hereof, the Company shall be deemed to have used
its commercially reasonable efforts to keep the Shelf Registration Statement
effective during such period of suspension provided that the Company shall use
its commercially reasonable efforts to file and have declared effective (if an
amendment) as soon as practicable an amendment or supplement to the Shelf
Registration Statement and shall extend the period during which the Registration
Statement shall be maintained effective pursuant to this Agreement by the number
of days during the period from and including the date of the giving of such
notice to and including the date when the Holders shall have received copies of
the supplemented or amended Prospectus necessary to resume such dispositions.

            4. Underwritten Registrations. If any of the Registrable Securities
covered by any Shelf Registration are to be sold in an underwritten offering,
the investment banker or investment bankers and manager or managers that will
manage the offering will be selected by the Majority Holders of such Registrable
Securities included in such offering and shall be reasonably acceptable to the
Company.

                                       15
<PAGE>
            No Holder of Registrable Securities may participate in any
underwritten registration hereunder unless such Holder (a) agrees to sell such
Holder's Registrable Securities on the basis provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.

            5. Indemnification and Contribution. (a) The Company shall indemnify
and hold harmless each of the Initial Purchasers, each Holder, including
Participating Broker-Dealers, each underwriter who participates in an offering
of Registrable Securities, their respective affiliates, and the respective
directors, officers, employees, agents and each Person, if any, who controls any
of such parties within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act as follows:

            (i) against any and all losses, liabilities, claims, damages and
      expenses whatsoever, as incurred, arising out of any untrue statement or
      alleged untrue statement of a material fact contained in any Registration
      Statement (or any amendment thereto) pursuant to which Exchange Securities
      or Registrable Securities were registered under the 1933 Act, including
      all documents incorporated therein by reference, or the omission or
      alleged omission therefrom of a material fact required to be stated
      therein or necessary to make the statements therein not misleading or
      arising out of any untrue statement or alleged untrue statement of a
      material fact contained in any Prospectus (or any amendment or supplement
      thereto) or the omission or alleged omission therefrom of a material fact
      necessary in order to make the statements therein, in the light of the
      circumstances under which they were made, not misleading;

            (ii) against any and all losses, liabilities, claims, damages and
      expenses whatsoever, as incurred, to the extent of the aggregate amount
      paid in settlement of any litigation, or 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, if such settlement is effected with
      the written consent of the Company; and

            (iii) against any and all expenses whatsoever, as incurred
      (including fees and disbursements of counsel chosen by any indemnified
      party), reasonably incurred in investigating, preparing or defending
      against any litigation, or investigation or proceeding by any court or
      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 subparagraph (i) or (ii) of this Section 5(a);

provided, however, that this indemnity does not apply to any loss, liability,
claim, damage or expense to the extent arising out of an 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 the Initial
Purchasers, any Holder, including Participating Broker-Dealers or any
underwriter expressly for use in the Registration Statement (or any amendment
thereto) or the Prospectus (or any amendment or supplement thereto).


                                       16
<PAGE>
            (b) In the case of a Shelf Registration, each Holder agrees,
severally and not jointly, to indemnify and hold harmless the Company, each
Initial Purchaser, each underwriter who participates in an offering of
Registrable Securities and the other selling Holders and each of their
respective directors and officers (including each officer of the Company who
signed the Registration Statement) and each Person, if any, who controls the
Company, any Initial Purchaser, any underwriter or any other selling Holder
within the meaning of Section 15 of the 1933 Act, against any and all losses,
liabilities, claims, damages and expenses described in the indemnity contained
in Section 5(a) hereof, as incurred, but only with respect to untrue statements
or omissions, or alleged untrue statements or omissions, made in the
Registration Statement (or any amendment thereto) or the Prospectus (or any
amendment or supplement thereto) in reliance upon and in conformity with written
information furnished to the Company by such Holder, as the case may be,
expressly for use in the Registration Statement (or any amendment thereto), or
the Prospectus (or any amendment or supplement thereto); provided, however, that
no such Holder shall be liable for any claims hereunder in excess of the amount
of net proceeds received by such Holder from the sale of Registrable Securities
pursuant to such Shelf Registration Statement.

            (c) Each indemnified party shall give prompt notice 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 which it may
have other than on account of this indemnity agreement. An indemnifying party
may participate at its own expense in the defense of such action. In no event
shall the indemnifying party or parties be liable for the fees and expenses of
more than one 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.

            (d) In order to provide for just and equitable contribution in
circumstances in which any of the indemnity provisions set forth in this Section
5 are for any reason held to be unenforceable by the indemnified parties
although applicable in accordance with its terms, the Company, the Initial
Purchasers and the Holders shall contribute to the aggregate losses,
liabilities, claims, damages and expenses of the nature contemplated by such
indemnity agreement incurred by the Company, the Initial Purchasers and the
Holders, as incurred; provided, however, that no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution from any Person that was not guilty of such fraudulent
misrepresentation. As between the Company, the Initial Purchasers and the
Holders, such parties shall contribute to such aggregate losses, liabilities,
claims, damages and expenses of the nature contemplated by such indemnity
agreement in such proportion as shall be appropriate to reflect (i) the relative
benefits received by the Company on the one hand, the Initial Purchasers on
another hand, and the Holders on another hand, from the offering of the Exchange
Securities or Registrable Securities included in such offering, and (ii) the
relative fault of the Company on the one hand, the Initial Purchasers on another
hand, and the Holders on another hand, with respect to the statements or
omissions which resulted in such loss, liability, claim, damage or expense, or
action in respect thereof, as well as any other relevant equitable
considerations. The Company, the Initial Purchasers and the Holders of the
Registrable Securities agree that it would not be just and equitable if
contribution pursuant to this Section 5 were to be determined by pro rata
allocation or by any other method of allocation that does not take into account
the relevant equitable considerations. For purposes of this Section 5, each

                                       17
<PAGE>
affiliate of any Initial Purchaser or a Holder, and each director, officer,
employee, agent and Person, if any, who controls any Initial Purchaser or a
Holder or such affiliate within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as the
Initial Purchasers or such Holder, and each director of the Company, each
officer of the Company who signed the Registration Statement, and each Person,
if any, who controls the Company within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act shall have the same rights to contribution as
the Company. The parties hereto agree that any underwriting discount or
commission or reimbursement of fees paid to the Initial Purchaser pursuant to
the Purchase Agreement shall not be deemed to be a benefit received by the
Initial Purchaser in connection with the offering of the Exchange Securities or
Registrable Securities included in such offering.

            6. Miscellaneous. (a) Rule 144 and Rule 144A. For so long as the
Company is subject to the reporting requirements of Section 13 or 15 of the 1934
Act, the Company covenants that it will file the reports required to be filed by
it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules
and regulations adopted by the SEC thereunder, that if it ceases to be so
required to file such reports, it will upon the request of any Holder of
Registrable Securities (i) make publicly available such information as is
necessary to permit sales pursuant to Rule 144 under the 1933 Act, (ii) deliver
such information to a prospective purchaser as is necessary to permit sales
pursuant to Rule 144A under the 1933 Act and it will take such further action as
any Holder of Registrable Securities may reasonably request, and (iii) take such
further action that is reasonable in the circumstances, in each case, to the
extent required from time to time to enable such Holder to sell its Registrable
Securities without registration under the 1933 Act within the limitation of the
exemptions provided by (x) Rule 144 under the 1933 Act, as such Rule may be
amended from time to time, (y) Rule 144A under the 1933 Act, as such Rule may be
amended from time to time, or (z) any similar rules or regulations hereafter
adopted by the SEC. Upon the request of any Holder of Registrable Securities,
the Company will deliver to such Holder a written statement as to whether it has
complied with such requirements.

            (b) No Inconsistent Agreements. The Company has not entered into nor
will the Company on or after the date of this Agreement enter into any agreement
that is inconsistent with the rights granted to the Holders of Registrable
Securities in this Agreement or otherwise conflicts with the provisions hereof.
The rights granted to the Holders hereunder do not in any way conflict with and
are not inconsistent with the rights granted to the holders of the Company's
other issued and outstanding securities under any such agreements.

            (c) Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Company has obtained the written consent of Holders
of at least a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment, modification, supplement,
waiver or departure; provided, however, that no amendment, modification,
supplement or waiver or consent to any departure from the provisions of Section
5 hereof shall be effective as against any Holder of Registrable Securities
unless consented to in writing by such Holder.

                                       18
<PAGE>
            (d) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (i) if to a Holder, at the most current address given by such Holder to
the Company by means of a notice given in accordance with the provisions of this
Section 6(d), which address initially is, with respect to the Initial
Purchasers, the address set forth in the Purchase Agreement; and (ii) if to the
Company, initially at the Company's address set forth in the Purchase Agreement
and thereafter at such other address, notice of which is given in accordance
with the provisions of this Section 6(d).

            All such notices and communications shall be deemed to have been
duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed;
when answered back, if telexed; when receipt is acknowledged, if telecopied; and
on the next Business Day if timely delivered to an air courier guaranteeing
overnight delivery.

            Copies of all such notices, demands, or other communications shall
be concurrently delivered by the person giving the same to the Trustee, at the
address specified in the Indenture.

            (e) Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors, assigns and transferees of each
of the parties, including, without limitation and without the need for an
express assignment, subsequent Holders; provided that nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms hereof or of the Purchase Agreement or the
Indenture. If any transferee of any Holder shall acquire Registrable Securities,
in any manner, whether by operation of law or otherwise, such Registrable
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Registrable Securities, such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement, including the restrictions on resale set
forth in this Agreement and, if applicable, the Purchase Agreement, and such
Person shall be entitled to receive the benefits hereof.

            (f) Third Party Beneficiary. Each Initial Purchaser shall be a third
party beneficiary to the agreements made hereunder between the Company, on the
one hand, and the Holders, on the other hand, and shall have the right to
enforce such agreements directly to the extent it deems such enforcement
necessary or advisable to protect its rights or the rights of Holders hereunder.

            (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

            (h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.


                                       19
<PAGE>
            (i) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

            (j) Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

            (k) Agent for Service; Submission to Jurisdiction; Waiver of
Immunities. By the execution and delivery of this Agreement, the Company (i)
acknowledges that it has, by separate written instrument, irrevocably designated
and appointed CT Corporation System ("CT Corporation"), 111 Eighth Avenue, 13th
Floor, New York, New York 10011 (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 that may be instituted in any federal or state
court in the State of New York or brought under federal or state securities law,
and acknowledges that CT Corporation has accepted such designation, (ii) submits
to the jurisdiction of any such court in any such suit or proceeding, and (iii)
agrees that service of process upon CT Corporation and written notice of said
service to the Company (mailed or delivered to the Company at its principal
office in Toronto, Ontario, Canada, currently being Rogers Cable, 333 Bloor
Street East, Toronto, Ontario, M4Y 2Y5, attention Senior Vice President, Finance
on the 7th Floor, with a copy to Rogers Communications Inc., 333 Bloor Street
East, Toronto, Ontario, M4Y 2Y5, attention: Vice-President, Treasurer on the
10th Floor, and Vice-President, General Counsel and Secretary on the 9th Floor),
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 in full force and effect so long as any of the Initial 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.




                                       20
<PAGE>
            IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.

                              ROGERS CABLE INC.

                              By    /s/ M. Lorraine Daly
                                 -----------------------------
                              Name:  M. Lorraine Daly
                              Title: Vice-President, Treasurer

                              By    /s/ Alan D. Horn
                                 -----------------------------
                              Name:  Alan D. Horn
                              Title: Vice-President

CONFIRMED AND ACCEPTED,
as of the date first above written:

CITIGROUP GLOBAL MARKETS INC.
J.P. MORGAN SECURITIES INC.
MORGAN STANLEY & CO. INCORPORATED
RBC CAPITAL MARKETS CORPORATION
SCOTIA CAPITAL (USA) INC.
TD SECURITIES (USA) LLC
CIBC WORLD MARKETS CORP.
HARRIS NESBITT CORP.
SG AMERICAS SECURITIES, LLC

By:  CITIGROUP GLOBAL MARKETS INC.


By       /s/ Robert J. Gemmell
    --------------------------------
         Authorized Signatory

By:  J.P. MORGAN SECURITIES INC.



By       /s/ Robert Dorr
    --------------------------------
         Authorized Signatory

On behalf of themselves and the other Initial Purchasers.


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