<PAGE>
                                                                     EXHIBIT 4.1


                               ROGERS CABLE INC.,
                                     Issuer

                                       And

                              JPMORGAN CHASE BANK,
                                     Trustee

                                    ---------

                                    INDENTURE

                           Dated as of March 11, 2004

                                    ---------

             5.500% Senior (Secured) Second Priority Notes due 2014


<PAGE>

           RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939
                   AND INDENTURE, DATED AS OF MARCH 11, 2004*

<Table>
<Caption>
    TRUST INDENTURE
      ACT SECTION                                             INDENTURE SECTION
<S>                                                           <C>
Section 310  (a)(1)    ...................................    609
             (a)(2)    ...................................    609
             (b)       ...................................    608, 610
Section 312  (c)       ...................................    701
Section 314  (a)       ...................................    703
             (a)(4)    ...................................    1015
             (b)       ...................................    1202
             (c)(1)    ...................................    103
             (c)(2)    ...................................    103
             (e)       ...................................    103
Section 315  (b)       ...................................    602
Section 316  (a)       ...................................
(last sentence)                                               101 ("Outstanding")
             (a)(1)(A) ....................................   502, 512
             (a)(1)(B) ....................................   513
             (b)       ....................................   508
0            (c)       ....................................   105
Section 317  (a)(1)    ....................................   503
             (a)(2)    ....................................   504
             (b)       ....................................   1003
Section 318  (a)       ....................................   108
</Table>


--------
*    This reconciliation and tie shall not, for any purpose, be deemed to be
     part of the Indenture.


                                       i
<PAGE>


                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                      PAGE

                                   ARTICLE ONE
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

<S>                                                                                                  <C>
   SECTION 101. Definitions..............................................................................1
      "Additional Securities"............................................................................2
      "Adjusted Treasury Rate"...........................................................................2
      "Affiliate"........................................................................................2
      "Agent Member".....................................................................................2
      "Annualized Operating Cash Flow"...................................................................3
      "Applicable Procedures"............................................................................3
      "Attributable Debt"................................................................................3
      "bank credit facility".............................................................................3
      "Board of Directors"...............................................................................3
      "Board Resolution".................................................................................3
      "Business Day".....................................................................................3
      "Canadian Dollars".................................................................................3
      "Cdn Dollars"......................................................................................3
      "Cdn$".............................................................................................3
      "Capital Lease Obligation".........................................................................4
      "Capital Stock"....................................................................................4
      "Collateral Documents".............................................................................4
      "Commission".......................................................................................4
      "Common Stock".....................................................................................4
      "Company"..........................................................................................4
      "Company Request"..................................................................................4
      "Company Order"....................................................................................4
      "Comparable Treasury Issue"........................................................................4
      "Comparable Treasury Price"........................................................................5
      "Consolidated Net Tangible Assets".................................................................5
      "Consolidated Tangible Assets".....................................................................5
      "Consolidation"....................................................................................5
      "Corporate Trust Office"...........................................................................5
      "Debt".............................................................................................5
      "Deed of Trust"....................................................................................6
      "Deed of Trust Bondholders"........................................................................6
      "Deed of Trust Bonds"..............................................................................6
      "Deed of Trust Collateral".........................................................................6
      "Deed Trustee".....................................................................................6
      "Default"..........................................................................................6
      "Deferred Management Fees".........................................................................6
      "Depositary".......................................................................................6
      "Disqualified Stock"...............................................................................6
      "Event of Default".................................................................................7
</Table>


                                       ii

<PAGE>

<Table>
<Caption>
                                                                                                      PAGE
<S>                                                                                                  <C>
      "Exchange Act".....................................................................................7
      "Exchange Offer"...................................................................................7
      "Exchange Offer Registration Statement"............................................................7
      "Exchange Securities"..............................................................................7
      "Excluded Assets"..................................................................................7
      "Excluded Securities"..............................................................................7
      "Existing Excluded Assets".........................................................................8
      "Existing Senior Secured Second Priority Securities"...............................................8
      "Existing Senior Subordinated Guaranteed Debentures"...............................................8
      "Fifth Anniversary"................................................................................8
      "Fitch IBCA".......................................................................................8
      "Generally Accepted Accounting Principles".........................................................8
      "GAAP".............................................................................................8
      "Holder"...........................................................................................8
      "Income Taxes".....................................................................................9
      "Indenture"........................................................................................9
      "Indenture Obligations"............................................................................9
      "Initial Securities"...............................................................................9
      "Inter-Company Deeply Subordinated Debt"...........................................................9
      "Inter-Company Subordinated Debt"..................................................................9
      "Inter-Creditor Agreement".........................................................................9
      "Interest Payment Date"...........................................................................10
      "Investment"......................................................................................10
      "Investment Grade Rating".........................................................................10
      "Lien"............................................................................................10
      "Management Fees".................................................................................10
      "Maturity"........................................................................................10
      "Moody's".........................................................................................10
      "Net Tangible Assets".............................................................................10
      "969056 Ontario"..................................................................................10
      "Officers' Certificate"...........................................................................10
      "Operating Cash Flow".............................................................................11
      "Opinion of Counsel"..............................................................................11
      "Outstanding".....................................................................................11
      "Paying Agent"....................................................................................12
      "Person"..........................................................................................12
      "Pledge Agreement"................................................................................12
      "Predecessor Security"............................................................................12
      "Preferred Stock".................................................................................13
      "Principal Property"..............................................................................13
      "Purchase Agreement"..............................................................................13
      "Purchase Money Obligations"......................................................................13
      "QIB".............................................................................................13
      "Quotation Agent".................................................................................13
      "Rating Agencies".................................................................................13
      "Rating Date".....................................................................................13
</Table>

                                      iii
<PAGE>

<Table>
<Caption>
                                                                                                      PAGE

<S>                                                                                                  <C>
      "Rating Decline"..................................................................................13
      "RCI".............................................................................................14
      "Redemption Date".................................................................................14
      "Redemption Price"................................................................................14
      "Reference Treasury Dealer".......................................................................14
      "Reference Treasury Dealer Quotations"............................................................14
      "Registration Rights Agreement"...................................................................14
      "Registration Statement"..........................................................................14
      "Regular Record Date".............................................................................14
      "Regulation S"....................................................................................14
      "Release Guarantor"...............................................................................14
      "Responsible Officer".............................................................................15
      "Restricted Subsidiary"...........................................................................15
      "Rogers Entities".................................................................................15
      "Rogers Investments"..............................................................................15
      "RCCI"............................................................................................15
      "Rule 144A".......................................................................................15
      "S&P".............................................................................................15
      "Sale and Leaseback Transaction"..................................................................15
      "Secured Debt"....................................................................................16
      "Securities Act"..................................................................................16
      "Security"........................................................................................16
      "Securities"......................................................................................16
      "Shelf Registration Statement"....................................................................16
      "Solv"............................................................................................16
      "Special Record Date".............................................................................17
      "Stated Maturity".................................................................................17
      "Subordination Agreement".........................................................................17
      "Subsidiary"......................................................................................17
      "Successor Entity"................................................................................17
      "Tangible Assets".................................................................................17
      "Tranche A Credit Facility".......................................................................17
      "Tranche A-Type Debt".............................................................................17
      "Trust Bond"......................................................................................17
      "Trust Estate"....................................................................................18
      "Trust Indenture Act".............................................................................18
      "Trustee".........................................................................................18
      "U.S. Dollars"....................................................................................18
      "United States Dollars"...........................................................................18
      "U.S.$"...........................................................................................18
      "$"...............................................................................................18
      "Unrestricted Subsidiary".........................................................................18
      "Voting Shares"...................................................................................18
   SECTION 102.          Other Definitions..............................................................18
   SECTION 103.          Compliance Certificates and Opinions...........................................19
   SECTION 104.          Form of Documents Delivered to the Trustee.....................................20
</Table>



                                       iv
<PAGE>

<Table>
<Caption>
                                                                                                      PAGE

<S>                                                                                                  <C>
   SECTION 105.          Acts of Holders................................................................20
   SECTION 106.          Notices, Etc., to Trustee and Company..........................................22
   SECTION 107.          Notice to Holders; Waiver......................................................22
   SECTION 108.          Conflict of Any Provision of Indenture with the Trust Indenture Act............23
   SECTION 109.          Effect of Headings and Table of Contents.......................................23
   SECTION 110.          Successors and Assigns.........................................................23
   SECTION 111.          Separability Clause............................................................23
   SECTION 112.          Benefits of Indenture..........................................................23
   SECTION 113.          Governing Law..................................................................23
   SECTION 114.          Legal Holidays.................................................................24
   SECTION 115.          Agent for Service; Submission to Jurisdiction; Waiver of Immunities............24
   SECTION 116.          Conversion of Currency.........................................................25
   SECTION 117.          Currency Equivalent............................................................26
   SECTION 118.          No Recourse Against Others.....................................................26
   SECTION 119.          Reliance on Financial Data.....................................................26
   SECTION 120.          Documents in English...........................................................27

                                   ARTICLE TWO
                                 SECURITY FORMS

   SECTION 201.          Forms Generally................................................................27
   SECTION 202.          Restrictive Legends............................................................28
   SECTION 203.          Form of Face of Security.......................................................31
   SECTION 204.          Form of Reverse of Security....................................................33
   SECTION 205.          Form of Trustee's Certificate of Authentication................................37

                                  ARTICLE THREE
                                 THE SECURITIES

   SECTION 301.          Title and Terms................................................................37
   SECTION 302.          Denominations..................................................................38
   SECTION 303.          Execution, Authentication, Delivery and Dating.................................38
   SECTION 304.          Temporary Securities...........................................................39
   SECTION 305.          Registration, Registration of Transfer and Exchange............................40
   SECTION 306.          Book-Entry Provisions for Global Securities....................................41
   SECTION 307.          Special Transfer Provisions....................................................43
   SECTION 308.          Mutilated, Destroyed, Lost and Stolen Securities...............................45
   SECTION 309.          Payment of Interest; Interest Rights Preserved.................................46
   SECTION 310.          Persons Deemed Owners..........................................................47
   SECTION 311.          Cancellation...................................................................47
   SECTION 312.          Computation of Interest........................................................47
</Table>


                                       v

<PAGE>

<Table>
<Caption>
                                                                                                      PAGE
<S>                                                                                                  <C>

                                  ARTICLE FOUR
                       DEFEASANCE AND COVENANT DEFEASANCE

   SECTION 401.          Company's Option to Effect Defeasance or Covenant Defeasance...................47
   SECTION 402.          Defeasance and Discharge.......................................................48
   SECTION 403.          Covenant Defeasance............................................................48
   SECTION 404.          Conditions to Defeasance or Covenant Defeasance................................49
   SECTION 405.          Deposited Money and U.S. Government Obligations to Be Held in Trust; Other
                         Miscellaneous Provisions.......................................................51
   SECTION 406.          Reinstatement..................................................................52

                                  ARTICLE FIVE
                                    REMEDIES

   SECTION 501.          Events of Default..............................................................52
   SECTION 502.          Acceleration of Maturity; Rescission and Annulment.............................56
   SECTION 503.          Collection of Indebtedness and Suits for Enforcement by Trustee................58
   SECTION 504.          Trustee May File Proofs of Claim...............................................59
   SECTION 505.          Trustee May Enforce Claims Without Possession of Securities....................60
   SECTION 506.          Application of Money Collected.................................................60
   SECTION 507.          Limitation on Suits............................................................60
   SECTION 508.          Unconditional Right of Holders to Receive Principal, Premium and Interest......61
   SECTION 509.          Restoration of Rights and Remedies.............................................61
   SECTION 510.          Rights and Remedies Cumulative.................................................62
   SECTION 511.          Delay or Omission Not Waiver...................................................62
   SECTION 512.          Control by Holders.............................................................62
   SECTION 513.          Waiver of Past Defaults........................................................62
   SECTION 514.          Undertaking for Costs..........................................................63
   SECTION 515.          Waiver of Stay, Extension or Usury Laws........................................63
   SECTION 516.          Change in Control Offer........................................................63

                                   ARTICLE SIX
                                   THE TRUSTEE

   SECTION 601.          Certain Duties and Responsibilities............................................66
   SECTION 602.          Notice of Defaults.............................................................67
   SECTION 603.          Certain Rights of Trustee......................................................67
   SECTION 604.          Not Responsible for Recitals or Issuance of Securities.........................68
   SECTION 605.          May Hold Securities............................................................69
   SECTION 606.          Money Held in Trust............................................................69
   SECTION 607.          Compensation, Reimbursement and Indemnity......................................69
   SECTION 608.          Conflicting Interests..........................................................70
   SECTION 609.          Corporate Trustee Required; Eligibility........................................70
</Table>



                                       vi
<PAGE>


<Table>
<Caption>
                                                                                                      PAGE

<S>                                                                                                  <C>
   SECTION 610.          Resignation and Removal; Appointment of Successor..............................70
   SECTION 611.          Acceptance of Appointment by Successor.........................................71
   SECTION 612.          Merger, Conversion, Consolidation or Succession to Business....................72
   SECTION 613.          Trustee Not to Be Appointed Receiver...........................................72
   SECTION 614.          Acceptance of Trusts...........................................................72

                                  ARTICLE SEVEN
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

   SECTION 701.          Disclosure of Names and Addresses of Holders...................................72
   SECTION 702.          Reports by Trustee.............................................................73
   SECTION 703.          Reports by Company.............................................................73

                                  ARTICLE EIGHT
                           AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

   SECTION 801.          Company May Amalgamate, Etc., Only on Certain Terms............................74
   SECTION 802.          Successor Substituted..........................................................75
   SECTION 803.          Securities to be Secured in Certain Events.....................................75

                                  ARTICLE NINE
                            SUPPLEMENTS AND AMENDMENTS TO INDENTURE AND COLLATERAL DOCUMENTS

   SECTION 901.          Supplemental Indentures and Amendments Without Consent of Holders..............76
   SECTION 902.          Actions by the Trustee under the Deed of Trust and Certain Amendments to the
                         Inter-Creditor Agreement Without Consent of Holders............................76
   SECTION 903.          Supplemental Indentures and Certain Amendments with Consent of Holders.........78
   SECTION 904.          Amendments to Collateral Documents.............................................79
   SECTION 905.          Execution of Supplemental Indentures...........................................80
   SECTION 906.          Effect of Supplemental Indentures..............................................80
   SECTION 907.          Conformity with the Trust Indenture Act........................................80
   SECTION 908.          Reference in Securities to Supplemental Indentures.............................80
   SECTION 909.          Execution of Subordination Agreements..........................................80

                                   ARTICLE TEN
                                    COVENANTS

   SECTION 1001.         Payment of Principal, Premium and Interest.....................................81
   SECTION 1002.         Maintenance of Office or Agency................................................81
   SECTION 1003.         Money for Security Payments to Be Held in Trust................................81
   SECTION 1004.         Corporate Existence............................................................82
   SECTION 1005.         Payment of Taxes and Other Claims..............................................83
</Table>


                                      vii
<PAGE>


<Table>
<Caption>
                                                                                                      PAGE

<S>                                                                                                  <C>
   SECTION 1006.         Maintenance of Properties......................................................83
   SECTION 1007.         Insurance......................................................................83
   SECTION 1008.         Limitation on Liens............................................................83
   SECTION 1009.         Restricted Subsidiaries........................................................85
   SECTION 1010.         Limitation on Secured Debt.....................................................86
   SECTION 1011.         Limitation on Sale and Leaseback Transactions..................................86
   SECTION 1012.         Limitation on Restricted Subsidiary Debt.......................................87
   SECTION 1013.         Provision of Financial Information.............................................87
   SECTION 1014.         Payment of Additional Amounts..................................................88
   SECTION 1015.         Statement as to Compliance.....................................................89
   SECTION 1016.         Subordination Arrangements.....................................................90
   SECTION 1017.         Waiver of Certain Covenants....................................................91
   SECTION 1018.         Release of Security............................................................91

                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

   SECTION 1101.         Right of Redemption............................................................92
   SECTION 1102.         Applicability of Article.......................................................92
   SECTION 1103.         Election to Redeem; Notice to Trustee..........................................92
   SECTION 1104.         Selection by Trustee of Securities to Be Redeemed..............................93
   SECTION 1105.         Notice of Redemption...........................................................93
   SECTION 1106.         Deposit of Redemption Price....................................................93
   SECTION 1107.         Securities Payable on Redemption Date..........................................94
   SECTION 1108.         Securities Redeemed in Part....................................................94
   SECTION 1109.         Effect of Change in Control Purchase Notice....................................94
   SECTION 1110.         Deposit of Change in Control Purchase Price....................................95
   SECTION 1111.         Securities Purchased in Part...................................................95
   SECTION 1112.         Repayment to the Company.......................................................96

                                 ARTICLE TWELVE
                               SECURITY DOCUMENTS

   SECTION 1201.         Pledge Agreement...............................................................96
   SECTION 1202.         Recording......................................................................97
   SECTION 1203.         Custody of Trust Estate........................................................97
   SECTION 1204.         Suits to Protect the Trust Estate..............................................98
   SECTION 1205.         Release upon Termination of the Company's Obligations..........................98

   TESTIMONIUM..........................................................................................99
   SIGNATURES...........................................................................................99
</Table>


                                      viii

<PAGE>


   EXHIBITS

     A    -    Provisions for Inter-Company Deeply Subordinated Debt

     B    -    Provisions for Inter-Company Subordinated Debt

     C    -    Form of Pledge Agreement

     D    -    Form of Certificate to be delivered in connection with Transfers
               from Restricted Global Security to Regulation S Global Security

     E    -    Form of Certificate to be delivered in connection with Transfers
               from Regulation S Global Security to Restricted Global Security

     F    -    Form of Certificate for Transfer or Exchange after two years

     G    -    Form of Subordination Agreement



                                       ix

<PAGE>


                  INDENTURE dated as of March 11, 2004 between Rogers Cable
Inc., a corporation organized under the laws of the Province of Ontario
(hereinafter called the "Company"), and JPMorgan Chase Bank, a New York banking
corporation, as trustee (hereinafter called the "Trustee").

                             RECITALS OF THE COMPANY

                  WHEREAS, the Company has duly authorized the creation of and
issue of its 5.500% Senior (Secured) Second Priority Notes due 2014 (hereinafter
called the "Initial Securities") and 5.500% Exchange Senior (Secured) Second
Priority Notes due 2014 (hereinafter called the "Exchange Securities" and,
together with the Initial Securities, the "Securities"), of substantially the
tenor and amount hereinafter set forth, and to provide therefor the Company has
duly authorized the execution and delivery of this Indenture;

                  WHEREAS, the Company's obligations under the Securities are
secured as provided in this Indenture (subject to the release of such security
in accordance with this Indenture);

                  WHEREAS, upon the effectiveness of the Exchange Offer
Registration Statement or the Shelf Registration Statement, as the case may be,
this Indenture will be subject to, and shall be governed by, applicable
provisions of the Trust Indenture Act; and

                  WHEREAS, all things necessary have been done to make the
Securities, when executed and duly issued by the Company and authenticated and
delivered hereunder by the Trustee, the valid obligations of the Company, and to
make this Indenture a valid agreement of the Company, each in accordance with
their respective terms, and to secure the Securities as contemplated in the
Pledge Agreement.

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

                  For and in consideration of the premises and the purchase of
the Securities by the Holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of the Securities, as
follows:

                                  ARTICLE ONE
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                  SECTION 101. DEFINITIONS.

                  For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

                  (a) the terms defined in this Article have the meanings
         assigned to them in this Article, and include the plural as well as the
         singular;

<PAGE>


                  (b) all other terms used herein which are defined in the Trust
         Indenture Act, either directly or by reference therein, have the
         meanings assigned to them therein;

                  (c) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles in Canada;

                  (d) the words "herein", "hereof" and "hereunder" and other
         words of similar import refer to this Indenture as a whole and not to
         any particular Article, Section or other subdivision;

                  (e) the words "include", "includes" and "including" as used
         herein shall be deemed in each case to be followed by the phrase
         "without limitation"; and

                  (f) the words "amendment or refinancing" as used herein shall
         be deemed in each case to refer to any amendment, renewal, extension,
         substitution, refinancing, restructuring, restatement, replacement,
         supplement or other modification of any instrument or agreement; the
         words "amended or refinanced" shall have a correlative meaning.

                  Certain terms, used principally in Articles Five and Ten, are
defined in those Articles.

                  "Additional Securities" means up to an unlimited additional
aggregate principal amount of Securities that may be issued under a supplemental
indenture after the date that the Securities are first issued by the Company and
authenticated by the Trustee under this Indenture, which shall rank pari passu
with the Securities initially issued in all respects.

                  "Adjusted Treasury Rate" means, with respect to any Redemption
Date, the rate per annum equal to the semiannual equivalent yield to maturity of
the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for the Redemption Date.

                  "Affiliate" means, with respect to any specified Person, any
other Person directly or indirectly controlling or controlled by or under direct
or indirect common control with such specified Person. For the purposes of this
definition, "control" when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

                  "Agent Member" means any members of, or participants in, the
Depositary.


                                       2
<PAGE>


                  "Annualized Operating Cash Flow" means, for any fiscal
quarter, the Operating Cash Flow for such fiscal quarter multiplied by four.

                  "Applicable Procedures" means applicable procedures of the
Depositary, Euroclear System or Clearstream Banking, societe anonyme, as the
case may be.

                  "Attributable Debt" means, as of the date of its
determination, the present value (discounted semiannually at the interest rate
implicit in the terms of the lease) of the obligation of a lessee for rental
payments pursuant to any Sale and Leaseback Transaction (reduced by the amount
of the rental obligations of any sublessee of all or part of the same property)
during the remaining term of such Sale and Leaseback Transaction (including any
period for which the lease relating thereto has been extended), such rental
payments not to include amounts payable by the lessee for maintenance and
repairs, insurance, taxes, assessments and similar charges and for contingent
rates (such as those based on sales), provided, however, that in the case of any
Sale and Leaseback Transaction in which the lease is terminable by the lessee
upon the payment of a penalty, Attributable Debt shall mean the lesser of the
present value of (i) the rental payments to be paid under such Sale and
Leaseback Transaction until the first date (after the date of such
determination) upon which it may be so terminated plus the then applicable
penalty upon such termination and (ii) the rental payments required to be paid
during the remaining term of such Sale and Leaseback Transaction (assuming such
termination provision is not exercised).

                  "bank credit facility" means any credit agreement or working
capital facility among the Company and/or its Subsidiaries and one or more
lenders, as such credit agreement or working capital facility may be amended,
renewed, extended, substituted, refinanced, restructured, replaced, supplemented
or otherwise modified (including with other lenders) from time to time,
regardless of whether any other credit agreement or working capital facility or
any portion thereof was outstanding or in effect at the time of such amendment,
renewal, extension, substitution, refinancing, restructuring, replacement,
supplement or modification.

                  "Board of Directors" means the board of directors of the
Company or any duly authorized committee of such board.

                  "Board Resolution" means a copy of a resolution certified by
the General Counsel, Secretary or an Assistant Secretary of the Company to have
been duly adopted by the Board of Directors and to be in full force and effect
on the date of such certification, and delivered to the Trustee.

                  "Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions and trust companies
in The City of New York or the City of Toronto are authorized or obligated by
law, regulation or executive order to be closed.

                  "Canadian Dollars", "Cdn Dollars" and "Cdn$" each mean lawful
currency of Canada.


                                       3
<PAGE>

                  "Capital Lease Obligation" means, with respect to any Person,
an obligation incurred or assumed in the ordinary course of business under or in
connection with any capital lease of real or personal property which, in
accordance with GAAP, has been recorded as a capitalized lease.

                  "Capital Stock" means, with respect to any Person, any and all
shares, interests, participations or equivalents (however designated) of such
Person's capital stock whether now outstanding or issued after the date of this
Indenture, including, without limitation, all Common Stock and Preferred Stock.

                  "Collateral Documents" means, collectively, the Trust Bond,
the Deed of Trust, the Pledge Agreement, the Inter-Creditor Agreement and each
other agreement or instrument executed and delivered pursuant to or in
connection with any thereof or which otherwise contains a guarantee of, or
grants a Lien to secure, the Trust Bond or any guarantee thereof.

                  "Commission" means the United States Securities and Exchange
Commission, as from time to time constituted, created under the Exchange Act, or
if at any time after the execution of this Indenture such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

                  "Common Stock" means, with respect to any Person, any and all
shares, interests and participations (however designated and whether voting or
non-voting) in such Person's common equity, whether now outstanding or issued
after the date of this Indenture, and includes, without limitation, all series
and classes of such common stock.

                  "Company" means the Person named as the "Company" in the first
paragraph of this Indenture, until a successor Person shall have become such
pursuant to the applicable provisions of this 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 Securities for the purposes of
complying with such provisions.

                  "Company Request" or "Company Order" means a written request
or order signed in the name of the Company by any two of the following officers:
its Chairman of the Board of Directors, any Vice-Chairman, its President, any
Executive Vice-President, any Senior Vice-President, any Vice-President, its
Treasurer, its Secretary or its General Counsel, and delivered to the Trustee.

                  "Comparable Treasury Issue" means the United States Treasury
security selected by the Quotation Agent as having a maturity comparable to the
remaining term of the Securities that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt of comparable maturity to the remaining term of the
Securities.


                                       4
<PAGE>

                  "Comparable Treasury Price" means, with respect to any
Redemption Date, the average of the Reference Treasury Dealer Quotations for the
Redemption Date.

                  "Consolidated Net Tangible Assets" means the Consolidated
Tangible Assets of any Person, less such Person's current liabilities.

                  "Consolidated Tangible Assets" means the Tangible Assets of
any Person after eliminating inter-company items, determined on a Consolidated
basis in accordance with GAAP including appropriate deductions for any minority
interest in Tangible Assets of such Person's Restricted Subsidiaries.

                  "Consolidation" means the consolidation of the accounts of the
Restricted Subsidiaries with those of the Company, if and to the extent the
accounts of each such Restricted Subsidiary would normally be consolidated with
those of the Company, all in accordance with GAAP; provided, however, that
"Consolidation" will not include consolidation of the accounts of any
Unrestricted Subsidiary. For purposes of clarification, it is understood that
the accounts of the Company or any Restricted Subsidiary include the accounts of
any partnership, the beneficial interests in which are controlled (in accordance
with GAAP) by the Company or any such Restricted Subsidiary. The term
"Consolidated" shall have a correlative meaning.

                  "Corporate Trust Office" means the office of the Trustee at
which at any particular time its corporate trust business shall be principally
administered. At the date of execution of this Indenture, the Corporate Trust
Office of the Trustee is located at 4 New York Plaza, New York, New York 10004.

                  "Debt" means, with respect to any Person, without duplication
and (except as provided in clause (i) below) without regard to any interest
component thereof (whether actual or imputed) that is not due and payable:

                  (i) money borrowed (including, without limitation, by way of
         overdraft) or indebtedness represented by notes payable and drafts
         accepted representing extensions of credit;

                  (ii) the face amount of any drafts of a corporation in
         Canadian Dollars and accepted by a Canadian lender for discount in
         Canada;

                  (iii) all obligations (whether or not with respect to the
         borrowing of money) which are evidenced by bonds, debentures, notes or
         other similar instruments or not so evidenced but which would be
         considered to be indebtedness for borrowed money in accordance with
         GAAP;

                  (iv) all liabilities upon which interest charges are
         customarily paid by such Person;

                  (v) shares of Disqualified Stock not held by the Company or a
         wholly-owned Restricted Subsidiary;


                                       5
<PAGE>


                  (vi) Capital Lease Obligations and Purchase Money Obligations,
         determined in each case in accordance with GAAP; and

                  (vii) any guarantee (other than by endorsement of negotiable
         instruments for collection or deposit in the ordinary course of
         business) in any manner of any part or all of an obligation included in
         clauses (i) through (vi) above;

provided that "Debt" shall not include (A) trade payables and accrued
liabilities which are current liabilities incurred in the ordinary course of
business, (B) Inter-Company Deeply Subordinated Debt and (C) except as otherwise
expressly provided herein, Inter-Company Subordinated Debt.

                  "Deed of Trust" means the Restated Deed of Trust and Mortgage
dated as of January 31, 1995, as supplemented by the First Supplemental Deed of
Trust and Mortgage dated as of December 31, 2003, among the Company, RCCI and
the Deed Trustee as in effect on the date hereof and as such agreement may be
amended, restated, supplemented or otherwise modified from time to time.

                  "Deed of Trust Bondholders" means, collectively, the holders
of the Deed of Trust Bonds from time to time.

                  "Deed of Trust Bonds" means, collectively, the Trust Bond and
any other bonds from time to time issued and outstanding under the Deed of
Trust.

                  "Deed of Trust Collateral" means, collectively, all of the
property and assets that are intended from time to time to secure the Deed of
Trust Bonds or any guarantee thereof pursuant to the Collateral Documents.

                  "Deed Trustee" means National Trust Company, a trust company
subsisting under the laws of the Province of Ontario, Canada and its successors
and assigns, as trustee under the Deed of Trust.

                  "Default" means any event that is, or after notice or passage
of time or both would be, an Event of Default.

                  "Deferred Management Fees" means, for any period, any
Management Fees that were payable during any prior period, the payment of which
was not effected when due.

                  "Depositary" means The Depository Trust Company, its nominees
and their respective successors.

                  "Disqualified Stock" means any Capital Stock of the Company or
any Restricted Subsidiary which, by its terms (or by the terms of any security
into which it is convertible or for which it is exchangeable at the option of
the holder) or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the option of the holder thereof, in whole or


                                       6
<PAGE>

in part, on or prior to the maturity date of the Securities for cash or
securities constituting Debt; provided that shares of Preferred Stock of the
Company or any Restricted Subsidiary that are issued with the benefit of
provisions requiring a change in control offer to be made for such shares in the
event of a change in control of the Company or such Restricted Subsidiary, which
provisions have substantially the same effect as the relevant provisions of
Sections 501 and 516 hereof, shall not be deemed to be "Disqualified Stock"
solely by virtue of such provisions. For purposes of this definition, the term
"Debt" includes Inter-Company Subordinated Debt.

                  "Event of Default" has the meaning specified in Article Five.

                  "Exchange Act" means the United States Securities Exchange Act
of 1934, as amended, and as in force at the date as of which this instrument was
executed.

                  "Exchange Offer" means the exchange offer that may be effected
pursuant to the Registration Rights Agreement.

                  "Exchange Offer Registration Statement" means the Exchange
Offer Registration Statement as defined in the Registration Rights Agreement.

                  "Exchange Securities" has the meaning stated in the first
recital of this Indenture and refers to any Exchange Securities containing terms
substantially identical to, and evidencing the same indebtedness as, the Initial
Securities (except that such Exchange Securities shall not contain terms with
respect to transfer restrictions) that are issued and exchanged for the Initial
Securities in accordance with the Exchange Offer, as provided for in the
Registration Rights Agreement and this Indenture.

                  "Excluded Assets" means (i) all Existing Excluded Assets; (ii)
all assets of any Person other than the Company or a Restricted Subsidiary;
(iii) Investments in the Capital Stock of an Unrestricted Subsidiary held by the
Company or a Restricted Subsidiary; (iv) any Investment by the Company or a
Restricted Subsidiary to the extent paid for with cash or other property that
constitutes Excluded Assets or Excluded Securities, so long as at the time of
acquisition thereof and after giving effect thereto there exists no Default or
Event of Default; and (v) proceeds of the sale of any Excluded Assets or
Excluded Securities received by the Company or any Restricted Subsidiary from a
Person other than the Company or a Restricted Subsidiary.

                  "Excluded Securities" means any Debt, Preferred Stock or
Common Stock issued by the Company, or any Debt or Preferred Stock issued by any
Restricted Subsidiary, in either case to an Affiliate thereof other than the
Company or a Restricted Subsidiary; provided that, at all times, such Excluded
Securities shall:

                  (i) in the case of Debt not owed to the Company or a
         Restricted Subsidiary, constitute Inter-Company Deeply Subordinated
         Debt;

                  (ii) in the case of Debt, not be guaranteed by the Company or
         any Restricted Subsidiary unless such guarantee shall constitute
         Inter-Company Deeply Subordinated Debt;


                                       7
<PAGE>

                  (iii) in the case of Debt, not be secured by any assets or
         property of the Company or any Restricted Subsidiary;

                  (iv) provide by its terms that interest or dividends thereon
         shall be payable only to the extent that, after giving effect to any
         such payment, no Default or Event of Default shall have occurred and be
         continuing; and

                  (v) provide by its terms that no payment (other than payments
         in the form of Excluded Securities) on account of principal (at
         maturity, by operation of sinking fund or mandatory redemption or
         otherwise) or other payment on account of redemption, repurchase,
         retirement or acquisition of such Excluded Security shall be permitted
         until the earlier of (x) the final Stated Maturity of the Securities or
         (y) the date on which all principal of, premium, if any, and interest
         on the Securities shall have been duly paid or provided for in full.

                  "Existing Excluded Assets" means (i) all assets of 969056
Ontario, Rogers Investments and Solv, (ii) the shares of Capital Stock of 969056
Ontario, Rogers Investments and Solv owned directly or indirectly by the Company
and in each case as such shares may be subdivided, consolidated or reclassified,
and including any additional shares of any such issues received as a stock
dividend on such shares and (iii) the proceeds of the sale of any assets or
shares referred to in the foregoing clause (i) or (ii) received by the Company
or any Restricted Subsidiary from a Person other than the Company or a
Restricted Subsidiary.

                  "Existing Senior Secured Second Priority Securities" means
securities evidencing indebtedness under the Company's 10% senior secured second
priority notes due 2005, 7.60% senior (secured) second priority notes due 2007,
7.875% senior (secured) second priority notes due 2012, 6.25% senior (secured)
second priority notes due 2013 and 8.750% senior (secured) second priority
debentures due 2032.

                  "Existing Senior Subordinated Guaranteed Debentures" means
securities evidencing indebtedness under the Company's 11% senior subordinated
guaranteed debentures due 2015.

                  "Fifth Anniversary" means the fifth anniversary of the date of
the original issuance of the Initial Securities.

                  "Fitch IBCA" means Fitch IBCA or any successor to the rating
agency business thereof.

                  "Generally Accepted Accounting Principles" or "GAAP" means
generally accepted accounting principles, in effect in Canada, as applied from
time to time by the Company in the preparation of its consolidated financial
statements.

                  "Holder" means a Person in whose name a Security is registered
in the Security Register.


                                       8
<PAGE>


                  "Income Taxes" means, for any period, the aggregate amount of
income tax expense, including any large corporations tax incurred pursuant to
Part I.3 under the Income Tax Act (Canada), of the Company and the Restricted
Subsidiaries for such period, determined on a Consolidated basis in accordance
with GAAP, together with any capital tax incurred by the Company and the
Restricted Subsidiaries pursuant to any Canadian provincial tax legislation for
such period, determined on a Consolidated basis.

                  "Indenture" means this instrument as originally executed
(including all exhibits and schedules hereto) and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof.

                  "Indenture Obligations" means the obligations of the Company
and any other obligor hereunder or under the Securities to pay principal of (and
premium, if any) and interest on the Securities when due and payable at
Maturity, and all other amounts due or to become due under or in connection with
this Indenture, the Securities and the performance of all other obligations to
the Trustee (including all amounts due to the Trustee under Section 607 hereof)
and the Holders under this Indenture and the Securities, according to the terms
hereof and thereof.

                  "Initial Securities" has the meaning stated in the first
recital of this Indenture.

                  "Inter-Company Deeply Subordinated Debt" means all
indebtedness of the Company or any of the Restricted Subsidiaries (except from
one to the other) for money borrowed from Rogers Entities under which payments
by the Company or such Restricted Subsidiary, as the case may be, with respect
thereto are subordinated to the Securities in the manner and to the extent set
forth in Exhibit A hereto and in respect of which the agreement or instrument
evidencing such indebtedness contains or incorporates by reference the
provisions of Exhibit A hereto for the benefit of the Trustee and the Holders.

                  "Inter-Company Subordinated Debt" means all indebtedness of
the Company or any of the Restricted Subsidiaries (except from one to the other)
for money borrowed from Rogers Entities and under which payments by the Company
or such Restricted Subsidiary, as the case may be, with respect thereto are
subordinated to the Securities in the manner and to the extent set forth in
Exhibit B hereto and in respect of which the agreement or instrument evidencing
such indebtedness contains or incorporates by reference the provisions of
Exhibit B for the benefit of the Trustee and the Holders.

                  "Inter-Creditor Agreement" means the amended and restated
inter-creditor agreement dated as of August 1, 1992, among the Company, certain
of its subsidiaries and the lender parties thereto, to which RCCI became a party
as of December 31, 2003, as the same may be amended or supplemented from time to
time in accordance with this Indenture.


                                       9
<PAGE>

                  "Interest Payment Date" means the Stated Maturity of an
installment of interest on the Securities.

                  "Investment" means (i) directly or indirectly, any advance,
loan or capital contribution to, the purchase of any stock, bonds, notes,
debentures or other securities of, the acquisition, by purchase or otherwise, of
all or substantially all of the business or assets or stock or other evidence of
beneficial ownership of, any Person or making of any investment in any Person,
(ii) the designation of any Restricted Subsidiary as an Unrestricted Subsidiary
and (iii) the transfer of any assets or properties from the Company or a
Restricted Subsidiary to any Unrestricted Subsidiary, other than the transfer of
assets or properties made in the ordinary course of business. Investments shall
exclude extensions of trade credit on commercially reasonable terms in
accordance with normal trade practices.

                  "Investment Grade Rating" means a rating equal to or higher
than BBB- (or the equivalent) by S&P, Baa3 (or the equivalent) by Moody's or
BBB- (or the equivalent) by Fitch IBCA.

                  "Lien" means any mortgage, charge, pledge, lien, privilege,
security interest, hypothecation and transfer, lease of real property or other
encumbrance upon or with respect to any property of any kind of the Company or
any of the Restricted Subsidiaries, real or personal, movable or immovable, now
owned or hereafter acquired.

                  "Management Fees" means any amounts payable by the Company or
any Restricted Subsidiary in respect of management or similar services.

                  "Maturity" when used with respect to any Security means the
date on which the principal of (and premium, if any) and interest on such
Security becomes due and payable as therein or herein provided, whether at the
Stated Maturity thereof or by declaration of acceleration, call for redemption
or otherwise.

                  "Moody's" means Moody's Investors Service, Inc. or any
successor to the rating agency business thereof.

                  "Net Tangible Assets" means the Tangible Assets of any Person,
less such Person's current liabilities.

                  "969056 Ontario" means 969056 Ontario Limited, a corporation
organized under the laws of the Province of Ontario, and its successors and
assigns.

                  "Officers' Certificate" means a certificate signed by any two
of the following officers of the Company: its Chairman, any Vice Chairman, its
President, any Executive Vice President, any Senior Vice President, any Vice
President, its Treasurer, its Secretary or its General Counsel, and delivered to
the Trustee. Each such certificate shall include the statements provided for in
applicable provisions of the Trust Indenture Act and shall comply with Section
103.


                                       10
<PAGE>


                  "Operating Cash Flow" means, for any period, all as determined
on a Consolidated basis in accordance with GAAP (i) the net income or loss of
the Company and its Restricted Subsidiaries for such period, adjusted, to the
extent included in calculating such net income or loss, by excluding (a) any
gain or loss attributable to the sale, conversion or other disposition of assets
other than in the ordinary course of business, (b) any gains resulting from the
write-up of assets and any loss resulting from the write-down of assets, (c) any
gain or loss on the repurchase or redemption of any securities (including in
connection with the early retirement or defeasance of any Debt), (d) any foreign
exchange gain or loss, (e) any other extraordinary, non-recurring or unusual
items incurred by the Company or any Restricted Subsidiary and (f) all income or
losses of Unrestricted Subsidiaries and Persons (other than Subsidiaries)
accounted for by the Company using the equity method of accounting, except to
the extent of cash dividends, cash interest or other cash distributions received
directly or indirectly from any such Unrestricted Subsidiary or Person, plus
(ii) all amounts deducted in making the calculation pursuant to clause (i) for
interest expense and other financing costs, depreciation and amortization, all
Management Fees and all Income Taxes, whether or not deferred, applicable to
such period, less (iii) the aggregate amount of Management Fees (including
Deferred Management Fees) actually paid in such period. For purposes of
clarification, the components of "Operating Cash Flow" listed above shall be
determined by including the accounts of the Company, any Restricted Subsidiary
and any partnership, the beneficial interests in which are controlled (in
accordance with GAAP) by the Company or any such Restricted Subsidiary.

                  For purposes of calculating Operating Cash Flow for the fiscal
quarter most recently completed prior to any date on which an action is taken
that requires a calculation of the Superior Debt to Annualized Operating Cash
Flow Ratio, (1) any Person that is a Restricted Subsidiary on such date (or
would become a Restricted Subsidiary in connection with the transaction that
requires the determination of such ratio) shall be deemed to have been a
Restricted Subsidiary at all times during such fiscal quarter, (2) any Person
that is not a Restricted Subsidiary on such date (or would cease to be a
Restricted Subsidiary in connection with the transaction that requires the
determination of such ratio) shall be deemed not to have been a Restricted
Subsidiary at any time during such fiscal quarter and (3) if the Company or any
Restricted Subsidiary shall have in any manner acquired or disposed of any
operating business during or subsequent to the most recently completed fiscal
quarter, such calculation shall be made on a pro forma basis on the assumption
that such acquisition or disposition had been completed on the first day of such
completed fiscal quarter.

                  "Opinion of Counsel" means a written opinion of counsel, who
may be counsel for the Company, and who shall be acceptable to the Trustee. Each
such opinion shall include the statements provided for in applicable provisions
of the Trust Indenture Act and shall comply with Section 103.

                  "Outstanding" when used with respect to Securities means, as
of the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except:


                                       11
<PAGE>

                  (a) Securities theretofore canceled by the Trustee or
         delivered to the Trustee for cancellation;

                  (b) Securities, or portions thereof, for whose payment,
         redemption or purchase money in the necessary amount has been
         theretofore deposited with the Trustee or any Paying Agent (other than
         the Company) in trust or set aside and segregated in trust by the
         Company (if the Company shall act as its own Paying Agent) for the
         Holders of such Securities; provided that if such Securities are to be
         redeemed, notice of such redemption has been duly given pursuant to
         this Indenture or provision therefor satisfactory to the Trustee has
         been made;

                  (c) Securities, except to the extent provided in Sections 402
         and 403, with respect to which the Company has effected defeasance or
         covenant defeasance as provided in Article Four; and

                  (d) Securities in exchange for or in lieu of which other
         Securities have been authenticated and delivered pursuant to this
         Indenture, other than any such Securities in respect of which there
         shall have been presented to the Trustee proof satisfactory to it that
         such Securities are held by a bona fide purchaser in whose hands the
         Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
direction, consent or waiver hereunder, Securities owned by the Company, or any
other obligor upon the Securities or any Affiliate of the Company or such other
obligor, shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, direction, consent or waiver, only Securities which the Trustee
knows to be so owned shall be so disregarded. Securities so owned which have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any Affiliate of the Company or such other
obligor.

                  "Paying Agent" means any Person authorized by the Company to
pay the principal of (or premium, if any) or interest on any Securities on
behalf of the Company.

                  "Person" means any individual, corporation, partnership, joint
venture, limited liability company, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof, or any other entity.

                  "Pledge Agreement" means the agreement between the Company and
the Trustee dated as of March 11, 2004 substantially in the form attached as
Exhibit C hereto, pursuant to which the Company has pledged the Trust Bond to
and in favor of the Trustee for and on behalf of the Trustee and each of the
Holders.

                  "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular


                                       12
<PAGE>


Security; and, for the purposes of this definition, any Security authenticated
and delivered under Section 308 in exchange for a mutilated security or in lieu
of a lost, destroyed or stolen Security shall be deemed to evidence the same
debt as the mutilated, lost, destroyed or stolen Security.

                  "Preferred Stock" means, with respect to any Person, any and
all shares, interests, participations or other equivalents (however designated)
of such Person's preferred or preference stock whether now outstanding or issued
after the date of this Indenture, and includes, without limitation, all classes
and series of preferred or preference stock.

                  "Principal Property" means, as of any date of determination,
any cable system and equipment related to operating and monitoring any cable
system and any equipment related to distributing and offering any of the
products and services offered by the Company and its Restricted Subsidiaries and
any land, land improvements, building and associated laboratory and office
constituting a manufacturing, development, warehouse, service, office or
operating facility owned by or leased to the Company or a Restricted Subsidiary,
located within Canada and having an acquisition cost plus capitalized
improvements in excess of 0.25% of Consolidated Net Tangible Assets as of such
date of determination, other than any such property (i) which the Board of
Directors determines is not of material importance to the Company and its
Restricted Subsidiaries taken as a whole, (ii) which is not used in the ordinary
course of business or (iii) in which the interest of the Company and all its
Subsidiaries does not exceed 50%.

                  "Purchase Agreement" means the Purchase Agreement among the
Company and the Initial Purchasers named therein, dated as of March 8, 2004,
relating to the sale of the Securities.

                  "Purchase Money Obligations" means, with respect to any
Person, obligations, other than Capital Lease Obligations, incurred or assumed
in the ordinary course of business in connection with the purchase of property
to be used in the business of such Person.

                  "QIB" means a Qualified Institutional Buyer pursuant to Rule
144A.

                  "Quotation Agent" means Citigroup Global Markets Inc. or such
other Reference Treasury Dealer appointed by the Company.

                  "Rating Agencies" means S&P, Moody's and Fitch IBCA, and each
of such Rating Agencies is referred to individually as a "Rating Agency".

                  "Rating Date" means the date which is 90 days prior to the
earlier of (i) a Change in Control and (ii) public notice of the occurrence of a
Change in Control or of the intention of the Company to effect a Change in
Control.

                  "Rating Decline" means the occurrence of the following on, or
within 90 days after, the date of public notice of the occurrence of a Change in
Control or of the intention by the Company to effect a Change in Control (which
period shall be extended


                                       13
<PAGE>


so long as the rating of the Securities is under publicly announced
consideration for possible downgrade by any of the Rating Agencies): (a) in the
event the Securities are assigned an Investment Grade Rating by at least two of
the three Rating Agencies on the Rating Date, the rating of the Securities by at
least two of the three Rating Agencies shall be below an Investment Grade
Rating; or (b) in the event the Securities are rated below an Investment Grade
Rating by at least two of the three Rating Agencies on the Rating Date, the
rating of the Securities by at least two of the three Rating Agencies shall be
decreased by one or more gradations (including gradation within rating
categories as well as between rating categories).

                  "RCI" means Rogers Communications Inc., a corporation
continued under the laws of the Province of British Columbia, and its successors
and assigns.

                  "Redemption Date", when used with respect to any Securities to
be redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

                  "Redemption Price", when used with respect to any Security to
be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

                  "Reference Treasury Dealer" means (1) Citigroup Global Markets
Inc. or its successor; provided, however, that if it shall cease to be a primary
U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company shall substitute for it another Primary Treasury Dealer;
and (2) any other Primary Treasury Dealer selected by the Company.

                  "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Reference Treasury Dealer, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted by the Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding the Redemption Date.

                  "Registration Rights Agreement" means the Registration Rights
Agreement among the Company and the Initial Purchasers named therein, dated as
of March 11, 2004, relating to the Securities.

                  "Registration Statement" means the Registration Statement as
defined in the Registration Rights Agreement.

                  "Regular Record Date" for the interest payable on any Interest
Payment Date means the March 1 or September 1 (whether or not a Business Day),
as the case may be, next preceding such Interest Payment Date.

                  "Regulation S" means Regulation S under the Securities Act.

                  "Release Guarantor" means any Person who provides a guarantee
of the obligations of the Company under the Securities and the Indenture in
order to satisfy the


                                       14
<PAGE>

condition for the release of the collateral securing the Securities, and its
successors and assigns.

                  "Responsible Officer", when used with respect to the Trustee,
means the chairman or any vice-chairman of the board of directors, the chairman
or vice-chairman of the executive committee of the board of directors, the
president, any vice president, any assistant vice president, the secretary, any
assistant secretary, the treasurer, any assistant treasurer, the cashier, any
assistant cashier, any trust officer or assistant trust officer, the controller
and any assistant controller or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

                  "Restricted Subsidiary" means (a) prior to the Release Date,
any Subsidiary that is a "Designated Subsidiary" under the Deed of Trust, and
includes any Unrestricted Subsidiary or other Person, in either case, that
becomes a Restricted Subsidiary in accordance with Section 1009 and excludes any
Person (including any of the foregoing), that ceases to be a Restricted
Subsidiary in accordance with Section 1009 or (b) on or after the Release Date,
any Subsidiary of the Company other than an Unrestricted Subsidiary. As of the
date hereof, RCCI is the only Restricted Subsidiary of the Company.

                  "Rogers Entities" means RCI and its Affiliates.

                  "Rogers Investments" means Rogers Cablesystems Investments
Inc., a corporation organized under the laws of Ontario, and its successors and
assigns.

                  "RCCI" means Rogers Cable Communications, Inc., a corporation
organized under the laws of the Province of Ontario, and its successors and
assigns.

                  "Rule 144A" means Rule 144A under the Securities Act.

                  "S&P" means Standard & Poor's Ratings Group, a division of
McGraw Hill, Inc., or any successor to the rating agency business thereof.

                  "Sale and Leaseback Transaction" means any arrangement with
any Person providing for the leasing by the Company or any Restricted Subsidiary
of any Principal Property (whether such Principal Property is now owned or
hereafter acquired) that has been or is to be sold or transferred by the Company
or such Restricted Subsidiary to such Person, other than (i) temporary leases
for a term, including renewals at the option of the lessee, of not more than
three years; (ii) leases between the Company and a Restricted Subsidiary or
between Restricted Subsidiaries; and (iii) leases of Principal Property executed
by the time of, or within 180 days after the latest of, the acquisition, the
completion of construction or improvement (including any improvements on
property which will result in such property becoming Principal Property), or the
commencement of commercial operation of such Principal Property.


                                       15
<PAGE>


                  "Secured Debt" means:

                  (a) Debt of the Company or any Restricted Subsidiary secured
         by any Lien upon any Principal Property or the stock or Debt of a
         Restricted Subsidiary; or

                  (b) any conditional sale or other title retention agreement
         covering any Principal Property or Restricted Subsidiary;

but does not include any Debt secured by any Lien or any conditional sale or
other title retention agreement:

                           (1) incurred or entered into on or after the Release
                  Date to finance the acquisition, improvement or construction
                  of such property and either secured by Purchase Money
                  Obligations or Liens placed on such property within 180 days
                  of acquisition, improvement or construction and securing Debt
                  not to exceed Cdn$50,000,000 at any time outstanding;

                           (2) on Principal Property or the stock or Debt of
                  Restricted Subsidiaries and existing at the time of
                  acquisition of the property, stock or Debt;

                           (3) owing to the Company or any other Restricted
                  Subsidiary; and

                           (4) existing at the time a corporation becomes a
                  Restricted Subsidiary;

each of (1) through (4) above being referred to as "Exempted Secured Debt".

                  "Securities Act" means the United States Securities Act of
1933, as amended, and as in force at the date as of which this instrument was
executed.

                  "Security" and "Securities" have the meaning set forth in the
first recital of this Indenture and more particularly means any Securities
authenticated and delivered under this Indenture. For all purposes of this
Indenture, the term "Securities" shall include any Additional Securities that
may be issued under a supplemental indenture and any Exchange Securities to be
issued and exchanged for any Initial Securities in accordance with the Exchange
Offer provided for in the Registration Rights Agreement and this Indenture and,
for purposes of this Indenture, all Initial Securities, Additional Securities
and Exchange Securities shall vote together as one series of Securities under
this Indenture.

                  "Shelf Registration Statement" means the Shelf Registration
Statement as defined in the Registration Rights Agreement.

                  "Solv" means Solv Signals Limited, a corporation organized
under the laws of the Province of Ontario, and its successors and assigns.


                                       16
<PAGE>


                  "Special Record Date" means a date fixed by the Trustee for
the payment of any Defaulted Interest pursuant to Section 309.

                  "Stated Maturity", when used with respect to any Security or
any installment of interest thereon, means the date specified in such Security
as the fixed date on which the principal of such Security or such installment of
interest is due and payable.

                  "Subordination Agreement" means the subordination agreement
among the Company, the Restricted Subsidiaries, the Trustee, and JPMorgan Chase
Bank, as trustee for the holders of the Existing Senior Subordinated Guaranteed
Debentures (the "Subordinated Debenture Trustee"), in the form of Exhibit G
attached hereto.

                  "Subsidiary" means any firm, partnership, corporation or other
legal entity in which the Company, the Company and one or more Subsidiaries or
one or more Subsidiaries owns, directly or indirectly, a majority of the Voting
Shares or has, directly or indirectly, the right to elect a majority of the
board of directors, if it is a corporation, or the right to make or control its
management decisions, if it is some other Person.

                  "Successor Entity" means (i) any entity that RCCI has
amalgamated or consolidated with or merged with or into or (ii) any other Person
to whom RCCI has conveyed, transferred, leased or otherwise disposed of its
properties and assets substantially as an entirety, by liquidation, winding-up
or otherwise (in one transaction or a series of related transactions) or such
further successor or transferee.

                  "Tangible Assets" means, at any date, the gross book value as
shown by the accounting books and records of any Person of all its property both
real and personal, less (i) the net book value of all its licenses, patents,
patent applications, copyrights, trademarks, trade names, goodwill, non-compete
agreements or organizational expenses and other like intangibles, (ii)
unamortized Debt discount and expenses, (iii) all reserves for depreciation,
obsolescence, depletion and amortization of its properties and (iv) all other
proper reserves which in accordance with GAAP should be provided in connection
with the business conducted by such Person.

                  "Tranche A Credit Facility" means any tranche A credit
facility under a bank credit facility.

                  "Tranche A-Type Debt" means any Debt of the Company secured by
the pledge of a Deed of Trust Bond which ranks in right of payment, as among
Senior Secured Bondholders (as defined in the Deed of Trust), prior to or pari
passu with Debt under any Tranche A Credit Facility, whether or not any Debt
under any Tranche A Credit Facility exists at the time of creation of such
Tranche A-Type Debt.

                  "Trust Bond" means a senior secured bond in the principal
amount of US$700,000,000 issued by the Company, with RCCI as co-obligor under
the Deed of Trust, and pledged to and in favor of the Trustee for and on behalf
of the Trustee and each of the Holders pursuant to the Pledge Agreement.


                                       17
<PAGE>

                  "Trust Estate" means the property which is covered or intended
to be covered by the Lien of the Pledge Agreement as collateral security for the
Securities.

                  "Trust Indenture Act" means the United States Trust Indenture
Act of 1939, as amended, and as in force at the date as of which this instrument
was executed, except as provided in Section 907.

                  "Trustee" means the Person named as the "Trustee" in the first
paragraph of this Indenture, until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee.

                  "U.S. Dollars", "United States Dollars", "U.S.$" and the
symbol "$" each mean lawful currency of the United States of America.

                  "Unrestricted Subsidiary" means

                  (a) prior to the Release Date, any Subsidiary that is not a
         Restricted Subsidiary and includes any Restricted Subsidiary that
         becomes an Unrestricted Subsidiary in accordance with Section 1009; or

                  (b) on or after the Release Date, (i) any Subsidiary of the
         Company that at the time of determination shall be designated an
         Unrestricted Subsidiary in accordance with Section 1009 and (ii) any
         Subsidiary of an Unrestricted Subsidiary.

                  "Voting Shares" means any Capital Stock having voting power
under ordinary circumstances to vote in the election of a majority of the
directors of a corporation (irrespective of whether or not at the time stock of
any other class or classes shall have or might have voting power by reason of
the happening of any contingency).

                  SECTION 102. OTHER DEFINITIONS.

<Table>
<Caption>
                                                                                                   DEFINED
         DEFINED TERM                                                                           IN SECTION
         ------------                                                                           ----------
<S>                                                                                             <C>
         Act...................................................................................        105
         Additional Amounts....................................................................       1014
         Bankruptcy Law........................................................................        501
         Bankruptcy Order......................................................................        501
         Base Currency.........................................................................        116
         Change in Control.....................................................................        501
         Change in Control Offer...............................................................        516
         Change in Control Purchase Date.......................................................        516
         Change in Control Purchase Notice.....................................................        516
         Change in Control Purchase Price......................................................        516
         Change in Control Triggering Event....................................................        501
         Covenant Defeasance...................................................................        403
</Table>


                                       18
<PAGE>


<Table>
<Caption>
                                                                                                   DEFINED
         DEFINED TERM                                                                           IN SECTION
         ------------                                                                           ----------
<S>                                                                                             <C>
         Custodian.............................................................................        501
         Defaulted Interest....................................................................        309
         defeasance............................................................................        402
         Edward S. Rogers......................................................................        501
         Excluded Holder.......................................................................       1014
         Family Percentage Holding.............................................................        501
         First Currency........................................................................        117
         Global Securities.....................................................................        201
         incorporated provision................................................................        108
         judgment currency.....................................................................        116
         Member of the Rogers Family...........................................................        501
         Notice of Default.....................................................................        501
         Other Currency........................................................................        117
         Parent Company........................................................................        801
         Permitted Residuary Beneficiary.......................................................        501
         Perpetuity Date.......................................................................        501
         Private Placement Legend..............................................................        202
         Qualified Persons.....................................................................        501
         Qualifying Trust......................................................................        501
         rate(s) of exchange...................................................................        116
         Regulation S Global Securities........................................................        201
         Release Date..........................................................................       1018
         Relevant Person.......................................................................        119
         Restricted Global Securities..........................................................        201
         Security Register.....................................................................        305
         Security Registrar....................................................................        305
         Taxes.................................................................................       1014
         U.S. Government Obligations...........................................................        404
</Table>


                  In addition, the terms "Bondholders' Resolution", "Designated
Subsidiary", "Mortgaged Property", "Senior Secured Bondholders", "Specifically
Mortgaged Property" and "Unanimous Bondholders' Resolution" shall have the
respective meanings ascribed thereto in the Deed of Trust as in effect on the
date hereof.

                  SECTION 103. COMPLIANCE CERTIFICATES AND OPINIONS.

                  Upon any application or request by the Company to the Trustee
to take any action under any provision of this Indenture, the Company shall
furnish to the Trustee an Officers' Certificate stating that all conditions
precedent, if any, provided for in this Indenture (including any covenant
compliance with which constitutes a condition precedent) relating to the
proposed action have been complied with and an Opinion of Counsel stating that
in the opinion of such counsel all such conditions precedent, if any, have been
complied with, except that, in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished.


                                       19
<PAGE>


                  Every certificate or opinion (other than the certificates
required by Section 1015) with respect to compliance with a condition or
covenant provided for in this Indenture shall include:

                  (a) a statement that each individual signing such certificate
         or opinion has read such covenant or condition and the definitions
         herein relating thereto;

                  (b) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (c) a statement that, in the opinion of each such individual,
         he has made such examination or investigation as is necessary to enable
         him to express an informed opinion as to whether or not such covenant
         or condition has been complied with or satisfied; and

                  (d) a statement as to whether, in the opinion of each such
         individual, such covenant or condition has been complied with or
         satisfied.

                  SECTION 104. FORM OF DOCUMENTS DELIVERED TO THE TRUSTEE.

                  In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

                  Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his certificate or opinion is based are
erroneous. Any such certificate or Opinion of Counsel may be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

                  Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.

                  SECTION 105. ACTS OF HOLDERS.

                  (a) Any request, demand, authorization, direction, notice,
         consent, waiver or other action provided by this Indenture to be given
         or taken by Holders

                                       20
<PAGE>


may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by their agent duly appointed
in writing; and, except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Trust Indenture Act Section 315) conclusive in favor
of the Trustee and the Company, if made in the manner provided in this Section.

                  (b) The fact and date of the execution by any Person of any
         such instrument or writing may be proved in any reasonable manner which
         the Trustee deems sufficient.

                  (c) The ownership of Securities shall be proved by the
         Security Register.

                  (d) If the Company shall solicit from the Holders any request,
         demand, authorization, direction, notice, consent, waiver or other Act,
         the Company may, at its option, by or pursuant to a Board Resolution,
         fix in advance a record date for the determination of the Holders
         entitled to give such request, demand, authorization, direction,
         notice, consent, waiver or other Act, but the Company shall have no
         obligation to do so. Notwithstanding Trust Indenture Act Section
         316(c), any such record date shall be the record date specified in or
         pursuant to such Board Resolution, which shall be a date not more than
         30 days prior to the first solicitation of Holders generally in
         connection therewith and no later than the date such solicitation is
         completed. If such a record date is fixed, such request, demand,
         authorization, direction, notice, consent, waiver or other Act may be
         given before or after such record date, but only the Holders of record
         at the close of business on such record date shall be deemed to be
         Holders for the purposes of determining whether Holders of the
         requisite proportion of Securities then Outstanding have authorized or
         agreed or consented to such request, demand, authorization, direction,
         notice, consent, waiver or other Act, and for this purpose the
         Securities then Outstanding shall be computed as of such record date;
         provided that no such request, demand, authorization, direction,
         notice, consent, waiver or other Act by the Holders on such record date
         shall be deemed effective unless it shall become effective pursuant to
         the provisions of this Indenture not later than eleven months after the
         record date.

                  (e) Any request, demand, authorization, direction, notice,
         consent, waiver or other Act by the Holder of any Security shall bind
         every future Holder of the same Security or the Holder of every
         Security issued upon the registration of transfer thereof or in
         exchange therefor or in lieu thereof, in respect of anything done,
         suffered or omitted to be done by the Trustee, any Paying Agent or the

                                       21
<PAGE>


Company in reliance thereon, whether or not notation of such action is made upon
such Security.

                  (f) For all purposes of this Indenture, all Initial
         Securities, Exchange Securities and any Additional Securities shall
         vote together as one series of Securities under this Indenture.

                  SECTION 106. 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 Indenture to be made upon, given or furnished to, or filed with,

                  (a) the Trustee by any Holder or the Company shall be
         sufficient for every purpose hereunder if made, given, furnished or
         delivered, in writing, to or with the Trustee at its Corporate Trust
         Office, Attention: Institutional Trust Services; 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: Vice-President, Treasurer, fax:
         416-935-3598, with a copy to the Vice-President, General Counsel and
         Secretary, fax: 416-935-3548, or, in either case, at any other address
         previously furnished in writing to the Trustee by the Company.

                  SECTION 107. NOTICE TO HOLDERS; WAIVER.

                  Where this Indenture provides for notice to Holders of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each Holder affected by such event, at its address as it appears in the Security
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Any notice mailed to a
Holder in the aforesaid manner shall be conclusively deemed to have been
received by such Holder when mailed whether or not actually received by such
Holder. Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

                  In case by reason of the suspension of regular mail service or
by reason of any other cause, it shall be impracticable to mail notice of any
event as required by any provision of this Indenture, then any method of giving
such notice as shall be satisfactory to the Trustee shall be deemed to be a
sufficient giving of such notice.


                                       22
<PAGE>


                  SECTION 108. CONFLICT OF ANY PROVISION OF INDENTURE WITH THE
TRUST INDENTURE ACT.

                  Each of the Trustee and the Company agrees to comply with all
provisions of the Trust Indenture Act applicable to or binding upon it in
connection with this Indenture and any action to be taken hereunder. If and to
the extent that any provision of this Indenture limits, qualifies or conflicts
with any mandatory requirement of the Trust Indenture Act, such mandatory
requirement shall prevail. For greater certainty, if and to the extent that any
provision of this Indenture limits, qualifies or conflicts with the duties
imposed by Sections 310 to 318, inclusive, of the Trust Indenture Act, or
conflicts with any provision (an "incorporated provision") required by or deemed
to be included in this Indenture by operation of such Trust Indenture Act
sections, such imposed duties or incorporated provision shall control.

                  SECTION 109. 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.

                  SECTION 110. SUCCESSORS AND ASSIGNS.

                  All covenants and agreements in this Indenture by the Company
shall bind its successors and assigns, whether so expressed or not.

                  SECTION 111. SEPARABILITY CLAUSE.

                  In case any provision in this Indenture or in the Securities
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 112. BENEFITS OF INDENTURE.

                  Nothing in this Indenture or in the Securities, express or
implied, shall give to any Person (other than the parties hereto and their
successors hereunder, any Paying Agent and the Holders) any benefit or any legal
or equitable right, remedy or claim under this Indenture.

                  SECTION 113. GOVERNING LAW.

                  This Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York. Upon the
issuance of the Exchange Securities or the effectiveness of the Shelf
Registration Statement, this Indenture shall be subject to the provisions of the
Trust Indenture Act that are required or deemed to be part of this Indenture and
shall, to the extent applicable, be governed by such provisions.


                                       23
<PAGE>


                  SECTION 114. LEGAL HOLIDAYS.

                  In any case where any Interest Payment Date, Redemption Date,
date established for payment of Defaulted Interest pursuant to Section 309,
Stated Maturity, Change in Control Purchase Date or the Fifth Anniversary with
respect to any Security shall not be a Business Day, then (notwithstanding any
other provision of this Indenture or of the Securities) payment of interest or
principal (and premium, if any) need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made on
the Interest Payment Date, Redemption Date, date established for payment of
Defaulted Interest pursuant to Section 309, Stated Maturity or Change in Control
Purchase Date and no interest shall accrue with respect to such payment for the
period from and after such Interest Payment Date, Redemption Date, date
established for payment of Defaulted Interest pursuant to Section 309, Stated
Maturity or Change in Control Purchase Date, as the case may be, to the next
succeeding Business Day.

                  SECTION 115. AGENT FOR SERVICE; SUBMISSION TO JURISDICTION;
WAIVER OF IMMUNITIES.

                  By the execution and delivery of this Indenture, the Company
(i) acknowledges that it has, by separate written instrument, irrevocably
designated and appointed CT Corporation System (and any successor entity) ("CT
Corporation"), 111 Eighth Avenue, 13th Floor, New York, New York 10011, as its
authorized agent upon which process may be served in any suit, action or
proceeding arising out of or relating to the Securities or this Indenture that
may be instituted in any federal or state court in the State of New York,
Borough of Manhattan, or brought under federal or state securities laws or
brought by the Trustee (whether in its individual capacity or in its capacity as
Trustee hereunder), and acknowledges that CT Corporation has accepted such
designation, (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 and written notice of said service to it (mailed or delivered to its
Vice-President, Treasurer, with a copy to its Vice-President, General Counsel
and Secretary, in each case as specified in Section 106(b) hereof) shall be
deemed in every respect effective service of process upon it 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 this Indenture shall be in full force and effect.

                  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, the
Company hereby irrevocably waives such immunity in respect of its obligations
under this Indenture and the Securities, to the extent permitted by law.


                                       24
<PAGE>


                  SECTION 116. CONVERSION OF CURRENCY.

                  The Company covenants and agrees that the following provisions
shall apply to conversion of currency in the case of the Securities and this
Indenture:

                  (a) (i) If, for the purpose of obtaining judgment in, or
                  enforcing the judgment of, any court in any country, it
                  becomes necessary to convert into a currency (the "judgment
                  currency") an amount due in any other currency (the "Base
                  Currency"), then the conversion shall be made at the rate of
                  exchange prevailing on the Business Day before the day on
                  which the judgment is given or the order of enforcement is
                  made, as the case may be (unless a court shall otherwise
                  determine).

                           (ii) If there is a change in the rate of exchange
                  prevailing between the Business Day before the day on which
                  the judgment is given or an order of enforcement is made, as
                  the case may be (or such other date as a court shall
                  determine), and the date of receipt of the amount due, the
                  Company will pay such additional (or, as the case may be, such
                  lesser) amount, if any, as may be necessary so that the amount
                  paid in the judgment currency when converted at the rate of
                  exchange prevailing on the date of receipt will produce the
                  amount in the Base Currency originally due.

                  (b) In the event of the winding-up of the Company at any time
         while any amount or damages owing under the Securities and this
         Indenture, or any judgment or order rendered in respect thereof, shall
         remain outstanding, the Company shall indemnify and hold the Holders
         and the Trustee harmless against any deficiency arising or resulting
         from any variation in rates of exchange between (1) the date as of
         which the equivalent of the amount in U.S. Dollars or Canadian Dollars,
         as the case may be, due or contingently due under the Securities and
         this Indenture (other than under this Subsection (b)) is calculated for
         the purposes of such winding-up and (2) the final date for the filing
         of proofs of claim in such winding-up. For the purpose of this
         Subsection (b), the final date for the filing of proofs of claim in the
         winding-up of the Company shall be the date fixed by the liquidator or
         otherwise in accordance with the relevant provisions of applicable law
         as being the latest practicable date as at which liabilities of the
         Company may be ascertained for such winding-up prior to payment by the
         liquidator or otherwise in respect thereto.

                  (c) The obligations contained in Subsections (a)(ii) and (b)
         of this Section 116 shall constitute obligations of the Company
         separate and independent from its other respective obligations under
         the Securities and this Indenture, shall give rise to separate and
         independent causes of action against the Company, shall apply
         irrespective of any waiver or extension granted by any Holder or the
         Trustee or any of them from time to time and shall continue in full
         force and effect notwithstanding any judgment or order or the filing of
         any proof of claim in the winding-up of the Company for a liquidated
         sum in respect of amounts due



                                       25
<PAGE>


hereunder (other than under Subsection (b) above) or under any such judgment or
order. Any such deficiency as aforesaid shall be deemed to constitute a loss
suffered by the Holders or the Trustee, as the case may be, and no proof or
evidence of any actual loss shall be required by the Company or the liquidator
or otherwise or any of them. In the case of Subsection (b) above, the amount of
such deficiency shall not be deemed to be reduced by any variation in rates of
exchange occurring between the said final date and the date of any liquidating
distribution.

                  (d) The term "rate(s) of exchange" shall mean the rate of
         exchange quoted by The Toronto-Dominion Bank at its central foreign
         exchange desk in its head office in Toronto at 12:00 noon (Toronto,
         Ontario time) for purchases of the Base Currency with the judgment
         currency other than the Base Currency referred to in Subsections (a)
         and (b) above and includes any premiums and costs of exchange payable.

                  (e) The Trustee shall have no duty or liability with respect
         to monitoring or enforcing this Section 116.

                  SECTION 117. CURRENCY EQUIVALENT.

                  Except as provided in Section 116, for purposes of the
construction of the terms of this Indenture or of the Securities, in the event
that any amount is stated herein in the currency of one nation (the "First
Currency"), as of any date such amount shall also be deemed to represent the
amount in the currency of any other relevant nation (the "Other Currency") which
is required to purchase such amount in the First Currency at the rate of
exchange quoted by The Toronto-Dominion Bank at its central foreign exchange
desk in its head office in Toronto at 12:00 noon (Toronto, Ontario time) on the
date of determination.

                  SECTION 118. NO RECOURSE AGAINST OTHERS.

                  A director, officer, employee or stockholder, as such, of the
Company shall not have any liability for any obligations of the Company under
the Securities or this Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each Holder by accepting any of
the Securities waives and releases all such liability.

                  SECTION 119. RELIANCE ON FINANCIAL DATA.

                  In computing any amounts under this Indenture,

                  (i) to the extent relevant in computing any amounts under this
         Indenture, the Company shall use audited financial statements of the
         Company, its Subsidiaries, any Person that would become a Subsidiary in
         connection with the transaction that requires the computation and any
         Person from which the Company or a Subsidiary has acquired an operating
         business, or is acquiring an operating business in connection with the
         transaction that requires the


                                       26
<PAGE>


         computation (each such Person whose financial statements are relevant
         in computing any particular amount, a "Relevant Person") for the period
         or portions of the period to which the computation relates for which
         audited financial statements are available on the date of computation
         and unaudited financial statements and other current financial data
         based on the books and records of the Relevant Person or Relevant
         Persons, as the case may be, to the extent audited financial statements
         for the period or any portion of the period to which the computation
         relates are not available on the date of computation, and

                  (ii) the Company shall be permitted to rely in good faith on
         the financial statements and other financial data derived from the
         books and records of any Relevant Person that are available on the date
         of the computation.

                  SECTION 120. DOCUMENTS IN ENGLISH.

                  By common accord, this Indenture, the Securities and all
documents related thereto have been or will be drawn up in the English language
solely.

                                  ARTICLE TWO
                                 SECURITY FORMS

                  SECTION 201. FORMS GENERALLY.

                  The Securities 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 Indenture 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 the officers executing such Securities,
as evidenced by their execution of the Securities (but which shall not affect
the rights or duties of the Trustee). Any portion of the text of any Security
may be set forth on the reverse thereof, with an appropriate reference thereto
on the face of the Security.

                  The definitive Securities 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 any securities exchange on which the
Securities may be listed, all as determined by the officers executing such
Securities, as evidenced by their execution of such Securities.

                  Initial Securities offered and sold in reliance on Rule 144A
shall be issued initially in the form of one or more permanent global securities
substantially in the form set forth in this Article (the "Restricted Global
Securities") deposited with the Trustee, as custodian for the Depositary, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided. The aggregate principal amount of the Restricted 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.


                                       27
<PAGE>


                  Initial Securities offered and sold in reliance on Regulation
S shall be issued in the form of one or more permanent global securities in
registered form substantially in the form set forth in this Article (the
"Regulation S Global Securities" and together with the Restricted Global
Securities the "Global Securities"). The Regulation S Global Securities will be
registered in the name of a nominee of the Depositary and deposited with the
Trustee, as custodian of the Depositary, for credit to Euroclear Bank S.A./N.V.,
as operator of the Euroclear System ("Euroclear") and Clearstream Banking,
societe anonyme ("Clearstream, Luxembourg") for the benefit of the Holders. The
aggregate principal amount of the Regulation S Global Security 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.

                  SECTION 202. RESTRICTIVE LEGENDS.

                  Unless and until (i) an Initial Security is sold under an
effective Registration Statement or (ii) an Initial Security is exchanged for an
Exchange Security in connection with an effective Registration Statement, in
each case as provided for in the Registration Rights Agreement, each such
Restricted Global Security shall bear the following legend (the "Private
Placement Legend") on the face thereof:

                  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
         OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY
         PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF ROGERS CABLE INC.
         THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
         (X) PRIOR TO THE SECOND ANNIVERSARY OF THE ISSUANCE HEREOF (OR A
         PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER THAT WAS AN AFFILIATE
         OF ROGERS CABLE INC. AT ANY TIME DURING THE THREE MONTHS PRECEDING THE
         DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN

                           (1) TO ROGERS CABLE INC.,

                           (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE
                  PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"),
                  TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
                  INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING
                  FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
                  INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE,
                  PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE
                  144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE
                  CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY),


                                       28
<PAGE>


                           (3) IN AN OFFSHORE TRANSACTION TO NON-U.S. PERSONS
                  THAT OCCURS OUTSIDE THE UNITED STATES IN ACCORDANCE WITH
                  REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX
                  CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON
                  THE REVERSE OF THIS SECURITY), PROVIDED THAT SUCH NON-U.S.
                  PERSONS AGREE NOT TO RESELL OR OTHERWISE TRANSFER THE
                  SECURITIES IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN
                  RESIDENT, EXCEPT IN ACCORDANCE WITH APPLICABLE CANADIAN
                  SECURITIES LAWS,

                           (4) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
                  REGISTRATION UNDER THE SECURITIES ACT (INCLUDING, WITHOUT
                  LIMITATION, TO AN INSTITUTION THAT IS AN ACCREDITED INVESTOR
                  OR THE EXEMPTION PROVIDED BY RULE 144 (IF APPLICABLE) UNDER
                  THE SECURITIES ACT), OR

                           (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
                  UNDER THE SECURITIES ACT,

         IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
         STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION AND SUBJECT TO THE
         RIGHT OF ROGERS CABLE INC. AND THE TRUSTEE PRIOR TO ANY SUCH SALE,
         PLEDGE OR OTHER TRANSFER PURSUANT TO CLAUSE (4) ABOVE TO REQUIRE THE
         DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATES AND OTHER INFORMATION
         THEY MAY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE
         FOREGOING RESTRICTIONS AND THE RIGHT OF ROGERS CABLE INC. AND THE
         TRUSTEE PRIOR TO ANY SUCH SALE, PLEDGE OR OTHER TRANSFER PURSUANT TO
         CLAUSES (1) THROUGH (5) TO REQUIRE ANY TRANSFER CERTIFICATIONS REQUIRED
         PURSUANT TO THE INDENTURE GOVERNING THIS SECURITY.

                  Each Security sold pursuant to Regulation S (and all
certificates issued in exchange therefor or in substitution thereof) shall bear
the following legend until such legend shall no longer be necessary or advisable
because such Security is no longer subject to the restrictions on transfer
described therein:

         UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF
         THE SECURITY SHALL NOT TRADE THE SECURITY IN OR TO A PERSON IN ANY
         PROVINCE OR TERRITORY OF CANADA BEFORE MARCH 12, 2005 WHICH DATE IS


                                       29
<PAGE>


        12 MONTHS AND A DAY AFTER THE DATE OF ISSUANCE OF THE SECURITY.

                  Each Global Security, whether or not an Initial Security,
shall also bear the following legend on the face thereof:

                  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
                  REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
                  CORPORATION ("DTC"), TO THE COMPANY 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 HEREON 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
                  INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
                  INTEREST HEREIN.

                  TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
                  TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO.
                  OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND
                  TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED
                  TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
                  FORTH IN SECTIONS 306 AND 307 OF THE INDENTURE GOVERNING THIS
                  SECURITY.


                                       30
<PAGE>


                  SECTION 203. FORM OF FACE OF SECURITY.

                                ROGERS CABLE INC.

           5.500% [Exchange]* SENIOR (SECURED) SECOND PRIORITY NOTES
                                    DUE 2014

                                                                    CUSIP ______
No.                                                                  U.S.$______

                  Rogers Cable Inc., a corporation organized under the laws of
the Province of Ontario (herein called the "Company", which term includes any
successor entity under the Indenture hereinafter referred to), for value
received, hereby promises to pay to ____________ or registered assigns, the
principal sum of ______________ United States Dollars (or such other amount that
may from time to time be indicated on the records of the Trustee as the result
of increases or decreases by adjustments made on the records of the Trustee, as
the custodian for DTC, in accordance with the rules and procedures of DTC) on
March 15, 2014, at the office or agency of the Company referred to below, and to
pay interest thereon on September 15, 2004 and semiannually thereafter, on March
15 and September 15 in each year, from and including March 11, 2004 or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, at the rate of 5.500% per annum [subject to adjustment as provided
below]**, until the principal hereof is paid or duly provided for, and (to the
extent lawful) to pay on demand interest on any overdue interest at the rate
borne by the Securities from the date of the Interest Payment Date on which such
overdue interest becomes payable to the date payment of such interest has been
made or duly provided for. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in such Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the March 1 or September 1 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for, and interest on
such Defaulted Interest at the interest rate borne by the Securities, to the
extent lawful, shall forthwith cease to be payable to the Holder on such Regular
Record Date, and may be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities not less
than 10 days prior to such Special Record Date, or may be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.

                  [The Holder of this Security is entitled to the benefits of
the Registration Rights Agreement, dated as of March 11, 2004, between the
Company and the Initial


---------
     *  Include only for Exchange Securities.

     ** Include only for Initial Securities.


                                       31


<PAGE>

Purchasers named therein (the "Registration Rights Agreement"). In the event
that (a) neither the Exchange Offer Registration Statement (as such term is
defined in the Registration Rights Agreement) nor a Shelf Registration Statement
(as such term is defined in the Registration Rights Agreement) is filed with the
Securities and Exchange Commission on or prior to the 120th day following the
date of original issue of the Securities, (b) neither the Exchange Offer
Registration Statement nor a Shelf Registration Statement has been declared
effective on or prior to the 180th calendar day following the date of original
issue of the Securities or (c) neither the Exchange Offer (as such term is
defined in the Registration Rights Agreement) is consummated nor a Shelf
Registration Statement is declared effective on or prior to the 210th day
following the date of original issue of the Securities, the interest rate borne
by this Security shall be increased by 0.25% per annum following such 120-day
period in the case of clause (a) above, following such 180-day period in the
case of clause (b) above or following such 210-day period in the case of clause
(c) above. The aggregate amount of such increase from the original interest rate
pursuant to these provisions shall in no event exceed 0.25% per annum. Upon (x)
the filing of either the Exchange Offer Registration Statement or a Shelf
Registration Statement after the 120-day period described in clause (a) above,
(y) the effectiveness of either the Exchange Offer Registration Statement or a
Shelf Registration Statement after the 180-day period described in clause (b)
above or (z) the consummation of the Exchange Offer or the effectiveness of a
Shelf Registration Statement, as the case may be, after the 210-day period
described in clause (c) above, the interest rate borne by this Security from the
date of such filing, effectiveness or consummation, as the case may be, will be
reduced to the interest rate set forth above. The Company shall promptly provide
the Trustee with notice of any change in the interest rate borne by this
Security.]*

                  Payment of the principal of (and premium, if any) and interest
on this Security will be made at the office or agency of the Company maintained
for that purpose in The City of New York (which shall be the Corporate Trust
Office of the Trustee, unless the Company shall designate and maintain some
other office or agency for such purpose), or at such other office or agency of
the Company as may be maintained for such purpose, in lawful money of the United
States of America; provided, however, that payment of interest may be made at
the option of the Company by check mailed to the address of the Person entitled
thereto as such address shall appear on the Security Register; provided further
that all payments of the principal of (and premium, if any) and interest on
Securities, the Holders of which have given wire transfer instructions to the
Company or the Paying Agent at least 10 Business Days prior to the applicable
payment date and hold at least U.S.$1,000,000 in principal amount of Securities,
will be required to be made by wire transfer of immediately available funds to
the accounts specified by such Holders in such instructions. Any such wire
transfer instructions received by the Company or the Paying Agent shall remain
in effect until revoked by such Holder. Notwithstanding the foregoing, the final
payment of principal shall be payable only upon surrender of this Security to
the Paying Agent.

                  Interest on this Security shall be computed on the basis of a
year of twelve 30-day months. For the purposes of the Interest Act (Canada), the
yearly rate of interest

---------
     *  Include only for Exchange Securities.


                                       32
<PAGE>

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
Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

                  Unless the certificate of authentication hereon has been duly
executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture, or be
valid or obligatory for any purpose.

                  IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed.

         Dated:                                ROGERS CABLE INC.




                                               By
                                                  -----------------------------
                                                  Name:
                                                  Title:



                                               By
                                                  -----------------------------
                                                  Name:
                                                  Title:

                  SECTION 204. FORM OF REVERSE OF SECURITY.

                  This Security is one of a duly authorized issue of securities
of the Company designated as its 5.500% [Exchange]* Senior (Secured) Second
Priority Notes due 2014 (herein called the "Securities"), which may be issued
under an indenture (herein called the "Indenture") dated as of March 11, 2004
between the Company and JPMorgan Chase Bank, as trustee (herein called the
"Trustee", which term includes any successor trustee under the Indenture), to
which Indenture and all indentures supplemental thereto 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 Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered.

                  As provided for in the Indenture, the Company may, subject to
certain limitations, from time to time, without notice to or the consent of the
Holders, create and issue Additional Securities so that such Additional
Securities shall be consolidated and form a single series with the Securities
initially issued by the Company and shall have the same terms as to status,
redemption or otherwise as Securities originally issued. Any

---------
     * Include only for Exchange Securities.


                                       33
<PAGE>


Additional Securities shall be issued with the benefit of any indenture
supplemental to the Indenture.

                  The Company will pay to the Holders such Additional Amounts as
may become payable under Section 1014 of the Indenture.

                  As provided in the Indenture, the Securities will initially be
secured by the pledge to the Trustee pursuant to the Pledge Agreement of the
Trust Bond issued by the Company under the Deed of Trust. Each Holder by
accepting a Security shall be bound by and be entitled to the benefits of the
Deed of Trust and the other Collateral Documents, as the same may be amended
from time to time pursuant to the respective provisions thereof and of the
Indenture.

                  All amounts received by the Deed Trustee for the benefit of
holders of Deed of Trust Bonds in connection with any realization or enforcement
proceedings with respect to the Deed of Trust Collateral or in connection with
the liquidation, dissolution or winding up of any obligor under the Deed of
Trust Bonds shall first be applied to pay in full all Debt under any Tranche A
Credit Facility and any other Debt that, in accordance with the terms of the
Indenture and the Collateral Documents, ranks prior to or pari passu with any
such Tranche A Credit Facility.

                  In the event that (i) on a pro forma basis giving effect to
the release of the security for the Securities and any other Debt of the Company
with similar release provisions, (A) no Debt of the Company would be outstanding
and (B) there would be no availability to the Company under any bank credit
facilities, operating credit facilities or swap agreements, in the case of each
of (A) and (B) that is or are secured by a Lien of the Pledge Agreement or any
Collateral Document or any other Lien on the Deed of Trust Collateral, (ii) the
ratings assigned to the Securities by at least two of the three Rating Agencies
are Investment Grade Ratings and (iii) no Default or Event of Default has
occurred and is continuing under the Indenture, then, without the consent of the
Holders, the Company may permanently terminate the Lien of the Pledge Agreement
or any Collateral Document and any other Lien on the Deed of Trust Collateral in
accordance with the provisions of the Indenture.

                  On or before each 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.

                  The Securities will be subject to redemption upon not less
than 30 nor more than 60 days' prior notice by first-class mail, at any time, as
a whole or in part, in amounts of U.S.$1,000 or an integral multiple of
U.S.$1,000, at the option of the Company, at a Redemption Price equal to the
greater of: (1) 100% of the principal amount of the Securities, and (2) as
determined by the Quotation Agent, the sum of the present values of the
remaining scheduled payments of principal and interest on the Securities (not
including any portion of the payments of interest accrued as of the Redemption
Date) discounted to the Redemption Date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate
plus


                                       34
<PAGE>

35 basis points, in each case plus accrued interest thereon to the Redemption
Date, all as provided in the Indenture.

                  The Securities will also be subject to redemption as a whole,
but not in part, at the option of the Company at any time, on not less than 30
nor more than 60 days' prior written notice, at 100% of the principal amount
plus accrued interest to the Redemption Date, in the event the Company has
become or would become obligated to pay, on the next date on which any amount
would be payable in respect of the Securities, any Additional Amounts as a
result of certain changes affecting Canadian withholding taxes.

                  In the case of any redemption of Securities, interest
installments whose Stated Maturity is on or prior to the Redemption Date will be
payable to the Holders of record of such Securities, or one or more Predecessor
Securities, at the close of business on the relevant Record Date referred to on
the face hereof. Securities (or portions thereof) for whose redemption and
payment provision is made in accordance with the Indenture shall cease to bear
interest from and after the Redemption Date.

                  In the event of redemption of this Security in part only, a
replacement Security or Securities for the unredeemed portion hereof shall be
issued in the name of the Holder hereof upon the cancellation hereof.

                  If an Event of Default (other than an Event of Default
resulting from a Change in Control Triggering Event which is cured by the making
and consummation of a Change in Control Offer) shall occur and be continuing,
the principal amount of all the Securities may be declared due and payable in
the manner and with the effect provided in the Indenture.

                  In addition, it shall be an Event of Default under the
Indenture if a Change in Control Triggering Event occurs on or prior to the
Maturity of the Securities. The Securities may be accelerated following such an
Event of Default as provided in the Indenture unless the Company (or a third
party) offers, within 20 Business Days after the occurrence of such Event of
Default, to purchase the Securities and purchases the Securities for the Change
in Control Purchase Price in cash on the date that is 40 Business Days after the
occurrence of the Change in Control Triggering Event from a Holder who delivers
and does not withdraw a Change in Control Purchase Notice. Holders have the
right to withdraw any Change in Control Purchase Notice by delivering to the
Paying Agent a written notice of withdrawal in accordance with the terms and
provisions of the Indenture.

                  The Indenture contains provisions for defeasance at any time
of (a) the entire indebtedness of the Company on this Security and (b) certain
restrictive covenants and the related Defaults and Events of Default, upon
compliance by the Company with certain conditions set forth therein, which
provisions apply to this Security.

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company


                                       35
<PAGE>


and the rights of the Holders under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in aggregate principal
amount of the Securities at the time Outstanding. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Securities at the time Outstanding, on behalf of the
Holders of all the Securities, 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 Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security 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 Security.

                  No reference herein to the Indenture and no provision of this
Security 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 Security at the times, place, and rate,
and in the coin or currency, herein prescribed.

                  As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registrable on
the Security Register of the Company, upon surrender of this Security for
registration of transfer at the office or agency of the Company maintained for
such purpose in The City of New York 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 Securities, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.

                  The Securities are issuable only in registered form without
coupons in denominations of U.S.$1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
the Securities are exchangeable for a like aggregate principal amount of
Securities of a different authorized denomination, as requested by the Holder
surrendering the same.

                  No service charge shall be made for any registration of
transfer or exchange or redemption of Securities, but the Company may require
payment of a sum sufficient to pay all documentary, stamp or similar issue or
transfer taxes or other governmental charges payable in connection with any
registration of transfer or exchange.

                  Prior to the time of due presentment of this Security 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 Security is registered as
the owner hereof for all purposes, whether or not this Security be overdue, and
neither the Company, the Trustee nor any agent shall be affected by notice to
the contrary.

                  All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.



                                       36
<PAGE>

                  SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  JPMorgan Chase Bank, as Trustee, certifies that this is one of
the Securities referred to in the within-mentioned Indenture.

                                               JPMORGAN CHASE BANK




                                               By
                                                  -----------------------------
                                                         Authorized Officer

                                 ARTICLE THREE
                                 THE SECURITIES

                  SECTION 301. TITLE AND TERMS.

                  An unlimited aggregate principal amount of Securities may be
authenticated and delivered under this Indenture (of which U.S.$350,000,000 is
being issued, authenticated and delivered the date hereof), including Securities
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Securities pursuant to Section 303, 304, 305, 308,
516, 908, 1108 or 1111.

                  The Initial Securities shall be known and designated as the
"5.500% Senior (Secured) Second Priority Notes due 2014" and the Exchange
Securities shall be known and designated as the "5.500% Exchange Senior
(Secured) Second Priority Notes due 2014", in each case, of the Company. The
Stated Maturity of the Securities shall be March 15, 2014 and they shall bear
interest at the rate of 5.500% per annum from and including March 11, 2004, or
the most recent Interest Payment Date to which interest has been paid or duly
provided for, payable on September 15, 2004 and semi-annually thereafter on
March 15 and September 15 in each year and at said Stated Maturity, until the
principal thereof is paid or duly provided for.

                  The principal of (and premium, if any) and interest on the
Securities shall be payable at the office or agency of the Company maintained
for such purpose in The City of New York, or at such other office or agency of
the Company as may be maintained for such purpose; provided, however, that, at
the option of the Company, interest may be paid by check mailed to addresses of
the Persons entitled thereto as such addresses shall appear on the Security
Register; provided further that all payments of the principal of (and premium,
if any) and interest on Securities, the Holders of which have given wire
transfer instructions to the Company or the Paying Agent at least 10 Business
Days prior to the applicable payment date and hold at least U.S.$1,000,000 in
principal amount of Securities, will be required to be made by wire transfer of
immediately available funds to the accounts specified by such Holders in such
instructions. Any such wire transfer instructions received by the Company or the
Paying Agent shall remain in


                                       37
<PAGE>


effect until revoked by such Holder. Notwithstanding the foregoing, the final
payment of principal shall be payable only upon surrender of the Security to the
Paying Agent.

                  The Securities shall be redeemable as provided in Article
Eleven.

                  Additional Securities ranking pari passu with the Securities
issued on the date hereof may be created and issued from time to time by the
Company without notice to or consent of the Holders and shall be consolidated
with and form a single series with the Securities initially issued and shall
have the same terms as to status, redemption or otherwise as the Securities
originally issued. Any Additional Securities shall be issued with the benefit of
an indenture supplemental to this Indenture.

                  SECTION 302. DENOMINATIONS.

                  The Securities shall be issuable only in registered form
without coupons and only in denominations of U.S.$1,000 and any integral
multiple thereof.

                  SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

                  The Securities shall be executed on behalf of the Company by
any two of the following officers: its Chairman, any Vice-Chairman, its
President, any Vice-President or its Treasurer. The signature of any of these
officers on the Securities may be manual or facsimile.

                  Securities bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Securities or
did not hold such offices at the date of such Securities.

                  The Trustee shall (upon Company Order) authenticate and
deliver Securities for original issue in an aggregate principal amount of up to
U.S.$350,000,000, provided that, if the Company shall issue any Additional
Securities pursuant to Section 301, the Trustee shall authenticate and deliver
such Additional Securities upon delivery to the Trustee of a Company Order
accompanied by an Officers' Certificate and an Opinion of Counsel, each stating
that all conditions precedent provided for herein relating to the original issue
of such Additional Securities have been complied with.

                  Each Security shall be dated the date of its authentication.

                  No Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Security a certificate of authentication substantially in the form provided for
herein duly executed by the Trustee by manual signature of an authorized
officer, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security has been duly authenticated and
delivered hereunder.


                                       38
<PAGE>

                  In case the Company, pursuant to Article Eight, shall be
amalgamated, consolidated or merged with or into any other Person or shall
convey, transfer, lease or otherwise dispose of substantially all of its
properties and assets to any Person, and the successor Person resulting from
such amalgamation, consolidation, or surviving such merger, or into which the
Company shall have been merged, or the successor Person which shall have
received a conveyance, transfer, lease or other disposition as aforesaid, shall
have executed an indenture supplemental hereto with the Trustee pursuant to
Article Eight, any of the Securities authenticated or delivered prior to such
amalgamation, consolidation, merger, conveyance, transfer, lease or other
disposition may, from time to time, at the request of the successor Person, be
exchanged for other Securities executed in the name of the successor Person with
such changes in phraseology and form as may be appropriate (but which shall not
affect the rights or duties of the Trustee), but otherwise in substance of like
tenor as the Securities surrendered for such exchange and of like principal
amount; and the Trustee, upon Company Order of the successor Person, shall
authenticate and deliver replacement Securities as specified in such request for
the purpose of such exchange. If replacement Securities shall at any time be
authenticated and delivered in any new name of a successor Person pursuant to
this Section in exchange or substitution for or upon registration of transfer of
any Securities, such successor Person, at the option of any Holder but without
expense to such Holder, shall provide for the exchange of all Securities at the
time Outstanding held by such Holder for Securities authenticated and delivered
in such new name.

                  SECTION 304. TEMPORARY SECURITIES.

                  Pending the preparation of definitive Securities, the Company
may execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Securities may determine (but which shall not affect
the rights or duties of the Trustee), as conclusively evidenced by their
execution of such Securities.

                  If temporary Securities are issued, the Company will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at the office or agency of the Company designated for such purpose
pursuant to Section 1002, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities, the Company shall execute
and, upon Company Order, the Trustee shall authenticate and deliver in exchange
therefor a like principal amount of definitive Securities of authorized
denominations evidencing the same indebtedness as the temporary Securities so
exchanged. Until so exchanged, the temporary Securities shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities.


                                       39
<PAGE>


                  SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND
EXCHANGE.

                  The Company shall cause to be kept at one of its offices or
agencies maintained pursuant to Section 1002 a register (the register maintained
in such office and in any other office or agency designated pursuant to Section
1002 being herein sometimes referred to as the "Security Register") in which,
subject to such reasonable regulations as it may prescribe, the Company shall
provide for the registration of Securities and of transfers of Securities. Said
office or agency is hereby initially appointed "Security Registrar" for the
purpose of registering Securities and transfers of Securities as herein
provided.

                  Upon surrender for registration of transfer of any Security at
the office or agency of the Company designated pursuant to Section 1002, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more replacement
Securities of any authorized denomination or denominations of a like aggregate
principal amount.

                  Furthermore, any Holder of a Global Security shall, by
acceptance of such Global Security, agree that transfers of beneficial interests
in such Global Security may be effected only through a book-entry system
maintained by the Holder of such Global Security (or its agent), and that
ownership of a beneficial interest in the Security shall be required to be
reflected in a book entry.

                  At the option of the Holder, Securities may be exchanged for
other Securities of any authorized denomination or denominations of a like
aggregate principal amount upon surrender of the Securities to be exchanged at
such office or agency. Whenever any Securities are so surrendered for exchange
(including an exchange of Initial Securities for Exchange Securities), the
Company shall execute, and the Trustee shall authenticate and deliver, the
replacement Securities which the Holder making the exchange is entitled to
receive; provided that no exchange of Initial Securities for Exchange Securities
shall occur until an Exchange Offer Registration Statement shall have been
declared effective by the Commission and the Initial Securities to be exchanged
for the Exchange Securities shall be cancelled by the Trustee.

                  All Securities issued upon any registration of transfer or
exchange of Securities shall be the valid obligations of the Company, evidencing
the same debt, and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such registration of transfer or exchange.

                  Every Security presented or surrendered for registration of
transfer, or for exchange or redemption, shall (if so required by the Company or
the Security Registrar) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar, duly executed by the Holder thereof or its attorney duly authorized
in writing.

                  No service charge shall be made for any registration of
transfer or exchange or redemption of Securities, but the Company may require
payment of a sum


                                       40
<PAGE>


sufficient to pay all documentary, stamp or similar issue or transfer taxes or
other governmental charges that may be imposed in connection with any
registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 303, 304, 516, 908, 1108 or 1111 not involving any transfer
or pursuant to an Exchange Offer.

                  The Company shall not be required (a) to issue replacement
Securities or register the transfer of or exchange any Security during a period
beginning at the opening of business 15 days before the mailing of a notice of
redemption of the Securities under Section 1105 and ending at the close of
business on the day of such mailing or (b) to register the transfer of or
exchange any Security so selected for redemption in whole or in part, except the
unredeemed portion of Securities being redeemed in part.

                  SECTION 306. BOOK-ENTRY PROVISIONS FOR GLOBAL SECURITIES.

                  (a) The Global Securities initially shall (i) be registered in
         the name of the Depositary for such Global Securities or the nominee of
         such Depositary, (ii) be deposited with the Trustee, as custodian for
         such Depositary and (iii) bear legends as set forth in Section 202.

                  The Depositary or its nominee shall be the Holder of the
         Global Securities, and owners of beneficial interests in the Securities
         represented by the Global Securities shall hold such interests pursuant
         to the procedures and practices of the Depositary. Any such owner's
         beneficial ownership of any such Securities will be shown only on, and
         the transfer of such ownership interest shall be effected only through,
         records maintained by the Depositary or its nominee. Investors in the
         Regulation S Global Security may hold their interests in the Regulation
         S Global Security through Euroclear or Clearstream, Luxembourg, if they
         are participants in such systems, or indirectly through organizations
         which are participants in such systems. After the expiration of the
         Restricted Period (but not earlier), investors in the Regulation S
         Global Security may also hold such interests through organizations
         other than Euroclear or Clearstream, Luxembourg that are participants
         in the Depositary's system. Euroclear and Clearstream, Luxembourg will
         hold interests in the Regulation S Global Security on behalf of their
         participants through customers' securities accounts in their respective
         names on the books of their respective depositories, which, in turn,
         will hold such interests in the Regulation S Global Security in
         customer's securities accounts in the depositories' names on the books
         of the Depositary. All interests in a Global Security, including those
         held through Euroclear or Clearstream, Luxembourg, may be subject to
         the procedures and requirements of the Depositary. Those interests held
         through Euroclear and Clearstream, Luxembourg will be subject to the
         procedures and requirements of such systems. As used herein, the term
         "Restricted Period" means the period of 40 consecutive days beginning
         on and including the first day after the later of (i) the day that
         Citigroup Global Markets Inc. advises the Company and the Trustee in
         writing of the day on which the Securities are first offered to persons
         other than distributors (as defined in Regulation S) and (ii) the
         original issue date of the Securities.


                                       41
<PAGE>


                  (b) Transfers of any Global Security shall be limited to
         transfers of such Global Security in whole, but not in part, to the
         Depositary, its successors or their respective nominees. Interests of
         beneficial owners in any Global Security may be transferred in
         accordance with the rules and procedures of the Depositary and the
         provisions of Section 307. Unless (i) the Depositary notifies the
         Company that it is unwilling or unable to continue as Depositary for
         such Global Securities or ceases to be a clearing agency registered
         under the Exchange Act or announces an intention permanently to cease
         business or does in fact do so and a successor depositary is not
         appointed by the Company within 90 days of such notice, (ii) the
         Company, at its option, notifies the Trustee that it elects to cause
         the exchange of the Global Securities for Securities in certificated
         form, (iii) an Event of Default has occurred and is continuing with
         respect to a Global Security or (iv) in the case of a Global Security
         held for the account of Euroclear or Clearstream, Luxembourg, Euroclear
         or Clearstream, Luxembourg, as the case may be, is closed for business
         for 14 continuous Business Days or announces an intention to cease or
         permanently ceases business, owners of beneficial interests in a
         Regulation S Global Security will not be entitled to have any portions
         of such Global Security registered in their names, will not receive or
         be entitled to receive physical delivery of Securities in definitive
         form and will not be considered the owners or Holders of the Global
         Security.

                  (c) Securities issued in exchange for a Global Security or any
         portion thereof pursuant to the last sentence of Subsection (b) of this
         Section shall be issued in definitive, fully registered form, without
         interest coupons, shall have an aggregate principal amount equal to
         that of such Global Security or portion thereof to be so exchanged,
         shall be registered in such names and be in such authorized
         denominations as the Depositary shall designate and shall bear any
         legends required hereunder. Any Global Security to be exchanged in
         whole shall be surrendered by the Depositary to the Security Registrar.
         With regard to any Global Security to be exchanged in part, either such
         Global Security shall be so surrendered for exchange or, if the Trustee
         is acting as custodian for the Depositary or its nominee with respect
         to such Global Security, the principal amount thereof shall be reduced,
         by an amount equal to the portion thereof to be so exchanged, by means
         of an appropriate adjustment made on the records of the Trustee. Upon
         any such surrender or adjustment, the Trustee, upon Company Order,
         shall authenticate and deliver the Security issuable on such exchange
         to or upon the order of the Depositary or an authorized representative
         thereof. In the event of the occurrence of any of the events specified
         in the last sentence of Subsection (b) of this Section 306, the Company
         will promptly make available to the Trustee a reasonable supply of
         certificated Securities in definitive form.

                  (d) Except as otherwise set forth in this Indenture or a
         Global Security, owners of beneficial interests in the Securities
         evidenced by a Global Security will not be entitled to any rights under
         this Indenture with respect to such Global Security, and the Depositary
         or its nominee may be treated by the Company, the Trustee and any agent
         of the Company or the Trustee as the owner and Holder of such Global
         Security for all purposes whatsoever. Notwithstanding the foregoing,


                                       42
<PAGE>


         nothing herein shall prevent the Company, the Trustee or any such agent
         from giving effect to any written certification, proxy or other
         authorization furnished by the Depositary or its nominee or impair, as
         between the Depositary or its nominee and such owners of beneficial
         interests, the operation of customary practices governing the exercise
         of the rights of the Depositary or its nominee as Holder of any
         Security.


                  SECTION 307. SPECIAL TRANSFER PROVISIONS.

                  Unless and until (i) an Initial Security is sold under an
effective Registration Statement, or (ii) an Initial Security is exchanged for
an Exchange Security in connection with an effective Registration Statement,
pursuant to the Registration Rights Agreement, the following provisions shall
apply:

                  (a) Restricted Global Security to Regulation S Global
         Security. If, at any time, an owner of a beneficial interest in a
         Restricted Global Security deposited with the Trustee, as custodian for
         the Depositary, wishes to transfer its interest in such Restricted
         Global Security to a Person who is required or permitted to take
         delivery thereof in the form of an interest in a Regulation S Global
         Security, such owner shall, subject to the Applicable Procedures,
         exchange or cause the exchange of such interest for an equivalent
         beneficial interest in a Regulation S Global Security as provided in
         this Section 307(a). Upon receipt by the Trustee of (1) written
         instructions given in accordance with the Applicable Procedures from an
         Agent Member directing the Trustee to credit or cause to be credited a
         beneficial interest in the Regulation S Global Security in an amount
         equal to the beneficial interest in the applicable Restricted Global
         Security to be exchanged, (2) a written order given in accordance with
         the Applicable Procedures containing information regarding the
         participant account of the Depositary and the Euroclear or Clearstream,
         Luxembourg account (if applicable) to be credited with such increase,
         and (3) a certificate substantially in the form of Exhibit D hereto
         given by the owner of such beneficial interest, the Trustee, as
         Security Registrar, shall instruct the Depositary to reduce or cause to
         be reduced the aggregate principal amount of the applicable Restricted
         Global Security and to increase or cause to be increased the aggregate
         principal amount of the applicable Regulation S Global Security by the
         principal amount of the beneficial interest in the Restricted Global
         Security to be exchanged, to credit or cause to be credited to the
         account of the Person specified in such instructions a beneficial
         interest in the Regulation S Global Security equal to the reduction in
         the aggregate principal amount of the applicable Restricted Global
         Security, and to debit, or cause to be debited, from the account of the
         Person making such exchange or transfer the beneficial interest in the
         Restricted Global Security that is being exchanged or transferred.

                  (b) Regulation S Global Security to Restricted Global
         Security. If, at any time, an owner of a beneficial interest in a
         Regulation S Global Security deposited with the Trustee as custodian
         for the Depositary wishes to transfer its interest in such Regulation S
         Global Security to a Person who is required or



                                       43
<PAGE>


         permitted to take delivery thereof in the form of an interest in a
         Restricted Global Security, such owner shall, subject to the Applicable
         Procedures, exchange or cause the exchange of such interest for an
         equivalent beneficial interest in a Restricted Global Security, as
         provided in this Section 307(b). Upon receipt by the Trustee of (1)
         written instructions given in accordance with the Applicable Procedures
         from an Agent Member, directing the Trustee, as Security Registrar, to
         credit or cause to be credited a beneficial interest in the Restricted
         Global Security equal to the beneficial interest in the Regulation S
         Global Security to be exchanged, (2) a written order given in
         accordance with the Applicable Procedures containing information
         regarding the participant account of the Depositary to be credited with
         such increase and (3) if such transfer is requested prior to the
         expiration of the Restricted Period, a certificate in the form of
         Exhibit E attached hereto given by the owner of such beneficial
         interest, the Trustee, as Security Registrar, shall instruct the
         Depositary to reduce or cause to be reduced the aggregate principal
         amount of such Regulation S Global Security and to increase or cause to
         be increased the aggregate principal amount of the applicable
         Restricted Global Security by the principal amount of the beneficial
         interest in the Regulation S Global Security to be exchanged, and the
         Trustee, as Security Registrar, shall instruct the Depositary,
         concurrently with such reduction, to credit or cause to be credited to
         the account of the Person specified in such instructions a beneficial
         interest in the applicable Restricted Global Security equal to the
         reduction in the aggregate principal amount of such Regulation S Global
         Security and to debit or cause to be debited from the account of the
         Person making such transfer the beneficial interest in the Regulation S
         Global Security that is being transferred. After the expiration of the
         Restricted Period, the certificate described in clause (3) above shall
         no longer be required to effect transfers pursuant to this Section
         307(b).

                  (c) Restricted Global Security to Regulation S Global Security
         After Two Years. If the holder of a beneficial interest in a Restricted
         Global Security wishes at any time after March 11, 2006 to (A) transfer
         such interest to a Person who wishes to take delivery thereof in the
         form of a beneficial interest in the Regulation S Global Security or
         (B) to exchange such interest for a beneficial interest in a Regulation
         S Global Security, such transfer or exchange may be effected, subject
         to the Applicable Procedures, only in accordance with this Section
         307(c). Upon receipt by the Trustee of (1) in the case of a transfer or
         exchange of an interest in the Restricted Global Security, written
         instructions given in accordance with the Applicable Procedures from an
         Agent Member directing the Trustee to credit or cause to be credited a
         beneficial interest in the Regulation S Global Security in an amount
         equal to the beneficial interest in the Restricted Global Security to
         be so transferred or exchanged, (2) a written order given in accordance
         with the Applicable Procedures containing information regarding the
         participant account of the Depositary (and, if applicable, the
         Euroclear or Clearstream, Luxembourg account, as the case may be) to be
         credited with such beneficial interest and (3) a certificate
         substantially in the form of Exhibit F hereto given by the holder of
         such beneficial interest, the Trustee, as Security Registrar, shall
         instruct the Depositary to reduce the principal amount of


                                       44
<PAGE>

         the Restricted Global Security, and to increase the principal amount of
         the Regulation S Global Security, by the principal amount of the
         beneficial interest in the Restricted Global Security to be so
         transferred or exchanged, and to credit or cause to be credited to the
         account of the Person specified in such instructions a beneficial
         interest in the Regulation S Global Security having a principal amount
         equal to the amount by which the principal amount of the Restricted
         Global Security was reduced upon such transfer or exchange.

                  (d) Private Placement Legend. By its acceptance of any
         Security bearing the Private Placement Legend, each Holder of such a
         Security acknowledges the restrictions on transfer of such Security set
         forth in this Indenture and in the Private Placement Legend and agrees
         that it will transfer such Security only as provided in this Indenture.

                  The Security Registrar shall retain copies of all letters,
notices and other written communications received pursuant to Section 306 or
this Section 307. The Company shall have the right to inspect and make copies of
all such letters, notices or other written communications at any reasonable time
upon the giving of reasonable written notice to the Security Registrar.

                  SECTION 308. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

                  If (a) any mutilated Security is surrendered to the Trustee,
or (b) the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, and there is delivered to the
Company and the Trustee such security or indemnity as may be required by them to
save each of them harmless, then, in the absence of notice to the Company or the
Trustee that such Security has been acquired by a bona fide purchaser, the
Company shall execute and upon Company Order the Trustee shall authenticate and
deliver, in exchange for any such mutilated Security or in lieu of any such
destroyed, lost or stolen Security, a replacement Security of like tenor and
principal amount, bearing a number not contemporaneously outstanding.

                  In case any such mutilated, destroyed, lost or stolen Security
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a replacement Security, pay such Security.

                  Upon the issuance of any replacement Securities under this
Section, the Company may require the payment of a sum sufficient to pay all
documentary, stamp or similar issue or transfer taxes or other governmental
charges that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee) connected therewith.

                  Every replacement Security issued pursuant to this Section in
lieu of any destroyed, lost or stolen Security shall constitute a contractual
obligation of the Company, whether or not the destroyed, lost or stolen Security
shall be at any time enforceable by anyone, and shall be entitled to all
benefits of this Indenture equally and proportionately with any and all other
Securities duly issued hereunder.


                                       45
<PAGE>

                  The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities.

                  SECTION 309. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

                  Interest on any Security which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the
Person in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest.

                  Any interest on any Security which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date and interest
on such defaulted interest at the interest rate borne by the Securities, to the
extent lawful (such defaulted interest and interest thereon herein collectively
called "Defaulted Interest"), shall forthwith cease to be payable to the Holder
on the Regular Record Date by virtue of having been such Holder; and such
Defaulted Interest may be paid by the Company, at its election in each case, as
provided in Subsection (a) or (b) below:

                  (a) The Company may elect to make payment of any Defaulted
         Interest to the Persons in whose names the Securities (or their
         respective Predecessor Securities) are registered at the close of
         business on a Special Record Date for the payment of such Defaulted
         Interest, which shall be fixed in the following manner. The Company
         shall notify the Trustee in writing of the amount of Defaulted Interest
         proposed to be paid on each Security and the date of the proposed
         payment, and at the same time the Company shall deposit with the
         Trustee an amount of money equal to the aggregate amount proposed to be
         paid in respect of such Defaulted Interest or shall make arrangements
         satisfactory to the Trustee for such deposit prior to the date of the
         proposed payment, such money when deposited to be held in trust for the
         benefit of the Persons entitled to such Defaulted Interest as in this
         Subsection provided. Thereupon the Trustee shall fix a Special Record
         Date for the payment of such Defaulted Interest which shall be not more
         than 15 days and not less than 10 days prior to the date of the
         proposed payment and not less than 10 days after the receipt by the
         Trustee of the notice of the proposed payment. The Trustee shall
         promptly notify the Company of such Special Record Date. In the name
         and at the expense of the Company, the Trustee shall cause notice of
         the proposed payment of such Defaulted Interest and the Special Record
         Date therefor to be mailed, first-class postage prepaid, to each Holder
         at its address as it appears in the Security Register, not less than 10
         days prior to such Special Record Date. Notice of the proposed payment
         of such Defaulted Interest and the Special Record Date therefor having
         been so mailed, such Defaulted Interest shall be paid to the Persons in
         whose names the Securities (or their respective Predecessor Securities)
         are registered on such Special Record Date and shall no longer be
         payable pursuant to the following Subsection (b).

                  (b) The Company may make payment of any Defaulted Interest in
         any other lawful manner not inconsistent with the requirements of any
         securities


                                       46
<PAGE>

         exchange on which the Securities may be listed, and upon such notice as
         may be required by such exchange, if, after notice given by the Company
         to the Trustee of the proposed payment pursuant to this Subsection,
         such payment shall be deemed practicable by the Trustee.

                  Subject to the foregoing provisions of this Section, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

                  SECTION 310. PERSONS DEEMED OWNERS.

                  Prior to the time of due presentment for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name any Security is registered as the owner of
such Security for the purpose of receiving payment of principal of (and premium,
if any) and (subject to Section 309) interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

                  SECTION 311. CANCELLATION.

                  All Securities surrendered for payment, redemption,
registration of transfer or exchange shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee and shall be promptly cancelled by
the Trustee. The Company shall deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and all Securities so delivered
shall be promptly cancelled by the Trustee. No Securities shall be authenticated
in lieu of or in exchange for any Securities cancelled as provided in this
Section, except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be destroyed and certification of their
destruction delivered to the Company unless by a Company Order the Company shall
direct that cancelled Securities be returned to it.

                  SECTION 312. COMPUTATION OF INTEREST.

                  Interest on the Securities shall be computed on the basis of a
year of twelve 30-day months.

                                  ARTICLE FOUR
                       DEFEASANCE AND COVENANT DEFEASANCE

                  SECTION 401. COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT
DEFEASANCE.

                  The Company may, at its option by Board Resolution, at any
time, with respect to the Securities, elect to have either Section 402 or
Section 403 be applied to all



                                       47
<PAGE>


Outstanding Securities upon compliance with the conditions set forth below in
this Article Four.

                  SECTION 402. DEFEASANCE AND DISCHARGE.

                  Upon the Company's exercise under Section 401 of the option
applicable to this Section 402, the Company shall be deemed to have been
discharged from its obligations with respect to all Outstanding Securities on
the date the conditions set forth below are satisfied (hereinafter,
"defeasance"). For this purpose, such defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by the
Outstanding Securities, which shall thereafter be deemed to be "Outstanding"
only for the purposes of Section 405 and the other Sections of this Indenture
referred to in (A), (B), and (C) below, and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, upon Company Request and at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following which shall survive until otherwise terminated or discharged
hereunder: (A) the rights of Holders of Outstanding Securities to receive solely
from the trust fund described in Section 404 and as more fully set forth in such
Section, payments in respect of the principal of (and premium, if any) and
interest on such Securities when such payments are due, (B) the Company's
obligations with respect to such Securities under Sections 304, 305, 308, 1002,
1003, 1014 (for purposes of applying Section 1014, if the Trustee (or any other
qualifying trustee referred to in Section 404(1)) is required by law or by the
interpretation or administration thereof to withhold or deduct any amount for or
on account of Taxes (as defined in Section 1014) from any payment made from the
trust fund described in Section 404 under or with respect to the Securities,
such payment shall be deemed to have been made by the Company and the Company
shall be deemed to have been so required to withhold or deduct) and 1015, (C)
the Company's right of redemption pursuant to Section 1101(b), provided that
either (i) the change or amendment referred to therein occurs after defeasance
is exercised by the Company in accordance with Section 404 or (ii) the Company
was, immediately before the defeasance, entitled to redeem the Securities
pursuant to Section 1101(b), in which case the Company may redeem the Securities
in accordance with Article Eleven by complying with such Article and depositing
with the Trustee, in accordance with Section 1106, an amount of money
sufficient, together with all amounts held in trust pursuant to Section 404(1),
to pay the Redemption Price of all the Securities to be redeemed, (D) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Company's obligations in connection therewith, including the Company's
obligations under Section 607 and (E) this Article Four. Subject to compliance
with this Article Four, the Company may exercise its option under this Section
402 notwithstanding the prior exercise of its option under Section 403 with
respect to the Securities.

                  SECTION 403. COVENANT DEFEASANCE.

                  Upon the Company's exercise under Section 401 of the option
applicable to this Section 403, the Company shall be released from its
obligations under any covenant contained in Articles Eight and Twelve and in
Sections 1004 through 1013 with


                                       48
<PAGE>

respect to the Outstanding Securities on and after the date the conditions set
forth below are satisfied (hereinafter, "covenant defeasance"), and the
Securities shall thereafter be deemed to be not "Outstanding" for the purposes
of any direction, waiver, consent or declaration or Act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "Outstanding" for all other purposes hereunder (it being
understood that such Securities shall not be deemed Outstanding for financial
accounting purposes). For this purpose, such covenant defeasance means that,
with respect to the Outstanding Securities, the Company may omit to comply with
and shall have no liability in respect of any term, condition or limitation set
forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in
any such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a Default or an Event of Default
under Section 501(c), but, except as specified above, the remainder of this
Indenture (including Section 607 hereof) and such Securities shall be unaffected
thereby. In addition, upon the Company's exercise under Section 401 of the
option applicable to Section 403, Section 501(c) through (e) and Section 501(i)
through (l) shall not constitute Events of Default.

                  SECTION 404. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

                  The following shall be the conditions to application of either
Section 402 or Section 403 to the Outstanding Securities:

                           (1) The Company shall irrevocably have deposited or
                  caused to be deposited with the Trustee (or another trustee
                  satisfying the requirements of Section 609 who shall agree to
                  comply with the provisions of this Article Four applicable to
                  it) as trust funds, in trust, for the purpose of making the
                  following payments, specifically pledged as security for, and
                  dedicated solely to, the benefit of the Holders of such
                  Securities, (A) cash in U.S. Dollars in an amount, or (B) U.S.
                  Government Obligations which through the scheduled payment of
                  principal and interest in respect thereof in accordance with
                  their terms will provide, not later than one day before the
                  due date of any payment, cash in U.S. Dollars in an amount, or
                  (C) a combination thereof, sufficient, in the opinion of a
                  nationally recognized firm of independent public accountants
                  expressed in a written certification thereof delivered to the
                  Trustee, to pay and discharge and which shall be applied by
                  the Trustee (or other qualifying trustee) to pay and
                  discharge, the principal of (and premium, if any) and interest
                  on the Outstanding Securities on the Stated Maturity (or
                  Redemption Date, if applicable) of such principal (and
                  premium, if any) or installment of interest; provided that the
                  Trustee (or other qualifying trustee) shall have been
                  irrevocably instructed by the Company to apply such money or
                  the proceeds of such U.S. Government Obligations to said
                  payments with respect to the Securities. Before such a
                  deposit, the Company may give the Trustee, in accordance with
                  Section 1103 hereof, a notice of its election to redeem all of
                  the Outstanding Securities at a future date in accordance with
                  Article Eleven hereof, which notice shall be


                                       49
<PAGE>


                  irrevocable. For this purpose, "U.S. Government Obligations"
                  means securities that are (x) direct obligations of the United
                  States of America for the timely payment of which its full
                  faith and credit is pledged or (y) obligations of a Person
                  controlled or supervised by and acting as an agency or
                  instrumentality of the United States of America the timely
                  payment of which is unconditionally guaranteed as a full faith
                  and credit obligation by the United States of America, which,
                  in either case, are not callable or redeemable at the option
                  of the issuer thereof, and shall also include a depository
                  receipt issued by a bank (as defined in Section 3(a)(2) of the
                  Securities Act), as custodian with respect to any such U.S.
                  Government Obligation or a specific payment of principal of or
                  interest on any such U.S. Government Obligation held by such
                  custodian for the account of the holder of such depository
                  receipt, provided that (except as required by law) such
                  custodian is not authorized to make any deduction from the
                  amount payable to the holder of such depository receipt from
                  any amount received by the custodian in respect of the U.S.
                  Government Obligation or the specific payment of principal of
                  or interest on the U.S. Government Obligation evidenced by
                  such depository receipt.

                           (2) No Default or Event of Default shall have
                  occurred and be continuing on the date of such deposit or,
                  insofar as Subsection 501(f), (g) or (h) is concerned, at any
                  time during the period ending on the 91st day after the date
                  of such deposit (it being understood that this condition shall
                  not be deemed satisfied until the expiration of such period).

                           (3) Neither the Company nor any Restricted Subsidiary
                  is an "insolvent person" within the meaning of the Bankruptcy
                  and Insolvency Act (Canada) on the date of such deposit or at
                  any time during the period ending on the 91st day after the
                  date of such deposit (it being understood that this condition
                  shall not be deemed satisfied until the expiration of such
                  period).

                           (4) Such defeasance or covenant defeasance shall not
                  result in a breach or violation of, or constitute a default
                  under, this Indenture or any other material agreement or
                  instrument to which the Company is a party or by which it is
                  bound.

                           (5) In the case of an election under Section 402, the
                  Company shall have delivered to the Trustee an Opinion of
                  Counsel in the United States stating that (x) the Company has
                  received from, or there has been published by, the Internal
                  Revenue Service a ruling or (y) since March 11, 2004, there
                  has been a change in the applicable United States federal
                  income tax law, in either case to the effect that, and based
                  thereon such opinion shall confirm that, the Holders of the
                  Outstanding Securities will not recognize income, gain or loss
                  for United States federal income tax purposes as a result of
                  such defeasance and will be subject to United States federal
                  income tax on the same amounts, in the same manner and at


                                       50
<PAGE>


                  the same times as would have been the case if such defeasance
                  had not occurred.

                           (6) In the case of an election under Section 403, the
                  Company shall have delivered to the Trustee an Opinion of
                  Counsel in the United States to the effect that the Holders of
                  the Outstanding Securities will not recognize income, gain or
                  loss for United States federal income tax purposes as a result
                  of such covenant defeasance and will be subject to United
                  States federal income tax on the same amounts, in the same
                  manner and at the same times as would have been the case if
                  such covenant defeasance had not occurred.

                           (7) The Company shall have delivered to the Trustee
                  an Opinion of Counsel in Canada to the effect that the Holders
                  of the Outstanding Securities will not recognize income, gain
                  or loss for Canadian federal or provincial income tax or other
                  tax (including withholding tax) purposes as a result of such
                  defeasance or covenant defeasance, as applicable, and will be
                  subject to Canadian federal and provincial income tax and
                  other tax (including withholding tax) on the same amounts, in
                  the same manner and at the same times as would have been the
                  case if such defeasance or covenant defeasance, as applicable,
                  had not occurred. This condition may not be waived by any
                  Holder or the Trustee.

                           (8) The Company shall have delivered to the Trustee
                  an Officers' Certificate stating that the deposit made by the
                  Company pursuant to its election under Section 402 or Section
                  403 was not made by the Company with the intent of preferring
                  the Holders over other creditors of the Company or with the
                  intent of defeating, hindering, delaying or defrauding
                  creditors of the Company or others.

                           (9) The Company shall have delivered to the Trustee
                  an Officers' Certificate and an Opinion of Counsel in the
                  United States, each stating that all conditions precedent
                  relating to either the defeasance under Section 402 or the
                  covenant defeasance under Section 403 (as the case may be)
                  have been complied with.

                  SECTION 405. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS
TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.

                  Subject to the provisions of the last paragraph of Section
1003, all money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee, collectively for
purposes of this Section 405, the "Trustee") pursuant to Section 404 in respect
of the Outstanding Securities shall be held in trust and applied by the Trustee,
in accordance with the provisions of such Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the


                                       51
<PAGE>


Holders of such Securities of all sums due and to become due thereon in respect
of principal (and premium, if any) and interest, but such money need not be
segregated from other funds except to the extent required by law.

                  The Company shall pay and indemnify the Trustee on an
after-tax basis against any tax, fee or other charge imposed on or assessed
against the cash or U.S. Government Obligations deposited pursuant to Section
404 or the principal and interest received in respect thereof other than any
such tax, fee or other charge which by law is for the account of the Holders of
the Outstanding Securities.

                  Anything in this Article Four to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in
Section 404 which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
Trustee (which may be the opinion delivered under Section 404(1)), are in excess
of the amount thereof which would then be required to be deposited to effect an
equivalent defeasance or covenant defeasance.

                  SECTION 406. REINSTATEMENT.

                  If the Trustee or any Paying Agent is unable to apply any
money in accordance with Section 405, by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company's obligations under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 402 or 403, as the case may be, until such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance with
Section 405; provided, however, that, if the Company makes any payment of
principal of (or premium, if any) or interest on any Security following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the money held by
the Trustee or Paying Agent.

                                  ARTICLE FIVE
                                    REMEDIES

                  SECTION 501. EVENTS OF DEFAULT.

                  "Event of Default", wherever used herein, means any one 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) default in the payment when due of the principal of (or
         the Redemption Price of) any Security at its Maturity; or


                                       52
<PAGE>


                  (b) default in the payment of any interest or any Additional
         Amounts on any Security when it becomes due and payable, and
         continuance of such default for a period of 30 days; or

                  (c) default in the performance, or breach, of any covenant or
         warranty of the Company or of any Restricted Subsidiary in this
         Indenture or any Collateral Document (other than a default in the
         performance, or breach, of a covenant or warranty which is specifically
         dealt with elsewhere in this Section), and continuance of such default
         or breach for a period of 60 days after there has been given to the
         Company by the Trustee or to the Company and the Trustee by the Holders
         of at least 25% in aggregate principal amount of the Outstanding
         Securities a written notice specifying such default or breach and
         stating that such notice is a "Notice of Default" hereunder; or

                  (d) (i) there shall have occurred one or more defaults of the
         Company or any Restricted Subsidiary in the payment of the principal of
         or premium on any Debt aggregating Cdn$25,000,000 or more, when the
         same becomes due and payable at the stated maturity thereof, and such
         default or defaults shall continue after any applicable grace period
         and have not been cured or waived or (ii) there shall occur and be
         continuing any acceleration of the maturity of any Debt aggregating
         Cdn$25,000,000 or more and, in any case referred to in the foregoing
         clause (i), the Debt has not been paid or in any case referred to in
         the foregoing clause (ii), such acceleration has not been rescinded or
         annulled, in each case within 10 days of such non-payment or
         acceleration; or

                  (e) any judgments or orders aggregating Cdn$25,000,000 or more
         rendered against the Company or any Restricted Subsidiary remain
         unsatisfied and unstayed for 60 consecutive days; or

                  (f) the Company or any Restricted Subsidiary pursuant to or
         under or within the meaning of any Bankruptcy Law:

                           (1) commences a voluntary case or proceeding;

                           (2) consents to the entry of a Bankruptcy Order in an
                  involuntary case or proceeding or the commencement of any case
                  against it;

                           (3) consents to the appointment of a Custodian of it
                  or for any substantial part of its property;

                           (4) 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;

                           (5) files a petition in bankruptcy or an answer or
                  consent seeking reorganization or relief; or



                                       53
<PAGE>


                           (6) consents to the filing of such petition in
                  bankruptcy or the appointment of or taking possession by a
                  Custodian; or

                  (g) 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 15 consecutive days; or

                  (h) a Custodian shall be appointed out of court with respect
         to the Company or any Restricted Subsidiary, or with respect to all or
         any substantial part of the property of the Company or any Restricted
         Subsidiary, or any encumbrancer shall take possession of all or any
         substantial part of the property of the Company or any Restricted
         Subsidiary; or

                  (i) prior to the Release Date, any Collateral Document shall,
         at any time, cease to be in full force and effect for any reason (other
         than the termination thereof pursuant to this Indenture or upon the
         satisfaction in full of all Indenture Obligations and discharge of this
         Indenture) or shall be declared invalid or unenforceable; or if the
         Company or any Restricted Subsidiary shall assert, in any pleading
         filed in a court of competent jurisdiction, that any Collateral
         Document is invalid or unenforceable; or

                  (j) prior to the Release Date, there shall have occurred one
         or more defaults of the Company in payment on demand of any principal
         or interest owing under or secured by any Deed of Trust Bonds; or

                  (k) a Change in Control Triggering Event shall occur; or

                  (l) prior to the Release Date, the whole or substantially the
         whole of the Specifically Mortgaged Property or of the Mortgaged
         Property (as such terms are defined in the Deed of Trust) shall be
         taken by exercise of any power referred to in Section 4.04 of the Deed
         of Trust or shall be sold or otherwise disposed of in anticipation
         thereof within the meaning of Subsection 4.10(2) of the Deed of Trust.

                  "Bankruptcy Law" means the Bankruptcy and Insolvency Act
(Canada) or any other Canadian federal or provincial law or the law of any other
jurisdiction relating to bankruptcy, insolvency, winding up, liquidation,
reorganization or relief of debtors. "Custodian" means any receiver, interim
receiver, receiver and manager, trustee, assignee, liquidator, sequestrator or
similar official under any Bankruptcy Law or any other person with like powers.
"Bankruptcy Order" means any court order made in a proceeding pursuant to or
within the meaning of any Bankruptcy Law, containing an adjudication of
bankruptcy or insolvency, or providing 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.


                                       54
<PAGE>

                  Under this Indenture, a "Change in Control Triggering Event"
is deemed to occur upon both a Change in Control and a Rating Decline with
respect to the Securities.

                  A "Change in Control" means (i) any transaction (including an
amalgamation, merger or consolidation or the sale of Capital Stock of the
Company) the result of which is that any Person or group of Persons (as the term
"group" is used in Rule 13d-5 of the Exchange Act), other than Members of the
Rogers Family or RCI or a Person or group controlled by one or more of the
Members of the Rogers Family or RCI, acquires, directly or indirectly, more than
50% of the total voting power of all classes of Voting Shares of the Company or
(ii) any transaction (including an amalgamation, merger or consolidation or the
sale of Capital Stock of the Company) the result of which is that any Person or
group, other than (A) Members of the Rogers Family or RCI or a Person or group
controlled by one or more Members of the Rogers Family or RCI or (B) for so long
as the only primary beneficiaries of a Qualifying Trust established under the
last will and testament of Edward S. Rogers are one or more persons referred to
in clause (ii) of the definition of "Member of the Rogers Family" or the spouse,
widow or widower, for the time being and from time to time, of any person
described in subclause (ii)(c), (d) or (e) of the definition of "Member of the
Rogers Family", any Person designated by the trustees of such Qualifying Trust
to exercise voting rights attaching to the shares held by such trustees, has
elected to the Board of Directors such number of its or their nominees so that
such nominees so elected shall constitute a majority of the number of the
directors comprising the Board of Directors; provided that to the extent that
one or more regulatory approvals are required for any of the transactions or
circumstances described in clause (i) or (ii) above to become effective under
applicable law, such transactions or circumstances shall be deemed to have
occurred at the time such approvals have been obtained and become effective
under applicable law. Notwithstanding anything contained in this Indenture to
the contrary, a "Change in Control" will not occur so long as either Members of
the Rogers Family or RCI control the Voting Shares of, or elect directors to the
Board of Directors of, the Company as and to the extent provided in the previous
sentence.

                  "Member of the Rogers Family" means (i) Edward S. Rogers (who
was born on May 27, 1933, such individual being hereinafter referred to as
"Edward S. Rogers"); (ii) such of the following persons as are living at the
date of this Indenture or are born after the date of this Indenture and before
the Perpetuity Date: (a) the spouse, for the time being and from time to time,
of Edward S. Rogers; (b) after the death of Edward S. Rogers, the widow, if any,
of Edward S. Rogers; (c) the issue of Edward S. Rogers; (d) any half-sister of
Edward S. Rogers and the issue of any such half-sister; (e) individuals adopted
by Edward S. Rogers or any of the issue of Edward S. Rogers, provided that such
individuals have not attained the age of majority at the date of such adoption,
together with the issue of any such adopted individuals; provided that if any
person is born out of wedlock he shall be deemed not to be the issue of another
person for the purposes hereof unless and until he is proven or acknowledged to
be the issue of such person and; (iii) a Qualifying Trust, but only to the
extent of its Family Percentage Holding of voting securities or rights to
control or direct the voting securities of the Company at the time of the
determination.


                                       55
<PAGE>

                  "Qualifying Trust" means a trust (whether testamentary or
inter vivos) any beneficiary of which is a person referred to in clause (i) or
(ii) of the definition of "Member of the Rogers Family" or the spouse, widow or
widower, for the time being and from time to time, of any person described in
subclause (ii)(c), (d) or (e) of the definition of "Member of the Rogers Family"
(provided that such spouse, widow or widower is living at the date of this
Indenture or is born after the date of this Indenture and before the Perpetuity
Date) (all such persons being hereafter referred to as "Qualified Persons").

                  "Family Percentage Holding" means the aggregate percentage of
the securities held by a Qualifying Trust representing, directly or indirectly,
an interest in voting securities or rights to control or direct the voting
securities of the Company, that it is reasonable, under all the circumstances,
to regard as being held beneficially for Qualified Persons (or any class
consisting of two or more Qualified Persons); provided always that in
calculating the Family Percentage Holding (A) in respect of any power of
appointment or discretionary trust capable of being exercised in favor of any of
the Qualified Persons such trust or power shall be deemed to have been exercised
in favor of Qualified Persons until such trust or power has been otherwise
exercised; (B) where any beneficiary of a Qualifying Trust has assigned,
transferred or conveyed, in any manner whatsoever, his or her beneficial
interest to another person, then, for the purpose of determining the Family
Percentage Holding in respect of such Qualifying Trust, the person to whom such
interest has been assigned, transferred or conveyed shall be regarded as the
only person beneficially interested in the Qualifying Trust in respect of such
interest but in the case where the interest is so assigned, transferred or
conveyed is an interest in a discretionary trust or is an interest which may
arise as a result of the exercise in favor of the assignor of a discretionary
power of appointment and such discretionary trust or power of appointment is
also capable of being exercised in favor of persons described in clause (i) or
(ii) of the definition of "Member of the Rogers Family", such discretionary
trust or power shall be deemed to have been so exercised in favor of Qualified
Persons until it has in fact been exercised; and (C) the interest of any
Permitted Residuary Beneficiary shall be ignored until its interest has
indefeasibly vested.

                  "Permitted Residuary Beneficiary" means any person who is a
beneficiary of a Qualifying Trust and, under the terms of the Qualifying Trust,
is entitled to distributions out of the capital of such Qualifying Trust only
after the death of all of the Qualified Persons who are beneficiaries of such
Qualifying Trust.

                  "Perpetuity Date" means the date that is 21 years, less one
day, from the date of the death of the last survivor of the individuals
described in clause (i) or subclause (ii)(a), (b), (c), (d) or (e) of the
definition of "Member of the Rogers Family", who are living at the date of this
Indenture.

                  SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND
ANNULMENT.

                  If (i) an Event of Default (other than an Event of Default
specified in Section 501(f), 501(g), 501(h) or 501(k)) occurs and is continuing,
or (ii) an Event of Default specified in Section 501(k) occurs and is continuing
and the Company (or a third party) fails in any material respect to comply with
any of the provisions of Section 516,


                                       56
<PAGE>

then and in every such case the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Securities may declare the principal of all
the Securities to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), and upon any such declaration
such principal shall become immediately due and payable. If an Event of Default
specified in Section 501(f), 501(g) or 501(h) occurs and is continuing, then the
principal of all the Securities shall ipso facto become and be immediately due
and payable without any declaration or other act on the part of the Trustee or
any Holder. The Company will deliver to the Trustee, within 10 days after the
occurrence thereof, notice of any acceleration or default in payment at maturity
of Debt referred to in Section 501(d).

                  At any time after a declaration of acceleration has been made
and before a judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter in this Article provided, the Holders of a
majority in principal amount of the Outstanding Securities, by written notice to
the Company and the Trustee, may rescind and annul such declaration and its
consequences if:

                  (a) the Company has paid or deposited, or caused to be paid or
         deposited, with the Trustee a sum sufficient to pay

                           (1) all overdue interest on all Securities,

                           (2) the principal of (and premium, if any, on) any
                  Securities that have become due otherwise than by such
                  declaration of acceleration and interest thereon at the rate
                  borne by the Securities,

                           (3) to the extent that payment of such interest is
                  lawful, interest upon overdue interest at the rate borne by
                  the Securities, and

                           (4) all sums paid or advanced by the Trustee
                  hereunder, the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel and any other amounts due to the Trustee pursuant to
                  Section 607; and

                  (b) all Events of Default, other than the non-payment of
         principal of Securities which have become due solely by such
         declaration of acceleration, have been cured or waived as provided in
         Section 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

                  Notwithstanding the preceding paragraph, in the event of a
declaration of acceleration in respect of the Securities because an Event of
Default specified in Section 501(d) shall have occurred and be continuing, such
declaration of acceleration shall be automatically annulled if the Debt that is
the subject of such Event of Default has been discharged or the holders thereof
have rescinded their declaration of acceleration in respect of such Debt, and
written notice of such discharge or rescission, as the case may be, shall have
been given to the Trustee by the Company and countersigned by the


                                       57
<PAGE>


holders of such Debt or a trustee, fiduciary or agent for such holders, within
30 days after such declaration of acceleration in respect of the Securities, and
no other Event of Default has occurred during such 30-day period which has not
been cured or waived during such period.

                  SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR
ENFORCEMENT BY TRUSTEE.

                  The Company covenants that if:

                  (a) default is made in the payment of any interest or
         Additional Amounts on any Security when such interest or Additional
         Amounts becomes due and payable and such default continues for a period
         of 30 days, or

                  (b) default is made in the payment of the principal of (or
         premium, if any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium, if any) and interest, with interest upon
the overdue principal (and premium, if any) and, to the extent that payment of
such interest shall be legally enforceable, upon overdue installments of
interest, at the rate borne by the Securities; and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

                  If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the sums so due and unpaid
and may prosecute such proceeding to judgment or final decree, and may enforce
the same against the Company or any other obligor upon the Securities and
collect the moneys adjudged or decreed to be payable in the manner provided by
law out of the property of the Company or any other obligor upon the Securities,
wherever situated.

                  If an Event of Default occurs and is continuing, the Trustee
may in its discretion (i) proceed to protect and enforce its rights and the
rights of the Holders under this Indenture and the Pledge Agreement by such
appropriate private or judicial proceedings as the Trustee shall deem most
effectual to protect and enforce such rights, including, without limitation,
demanding payment of the Trust Bond and exercising any rights or powers
conferred on the Trustee, as the holder of the Trust Bond, under the Pledge
Agreement and the Deed of Trust or (ii) make requests of, give directions to, or
make demands of, the Deed Trustee (whether by participation in the giving or
adoption of a Bondholders' Resolution or otherwise pursuant to the Collateral
Documents) to proceed to protect and enforce the rights of the Deed Trustee, the
Trustee and the Deed of Trust Bondholders under the Collateral Documents by such
appropriate private or judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in the


                                       58
<PAGE>


Collateral Documents or in aid of the exercise of any power granted therein, or
to enforce any other proper remedy, including appointment of a receiver for the
Deed of Trust Collateral and foreclosure, realization and sale of Deed of Trust
Collateral pursuant to the terms of the Collateral Documents. The Trustee shall
be entitled to sue and recover judgment as aforesaid or make request as
aforesaid to the Deed Trustee to sue to enforce any Lien of the Collateral
Documents, in either case, either before, after or during the pendency of any
other proceeding for the enforcement of any Lien of the Collateral Documents,
and the right of the Trustee or the Deed Trustee to recover such judgment shall
not be affected by any sale under any of the Collateral Documents or by the
exercise of any right, power or remedy for the enforcement of the provisions of
any of the Collateral Documents, or the foreclosure or enforcement of any Lien
of the Collateral Documents. No recovery of any such judgment upon any property
of the Company shall affect or impair the Lien on the Deed of Trust Collateral
or any rights, powers or remedies of the Trustee or the Holders.

                  SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM.

                  In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

                  (a) to file and prove a claim for the whole amount of
         principal (and premium, if any) and interest owing and unpaid in
         respect of the Securities and to file such other papers or documents as
         may be necessary or advisable in order to have the claims of the
         Trustee (including any claim for the reasonable compensation, expenses,
         disbursements and advances of the Trustee, its agents and counsel, and
         any other amounts due to the Trustee pursuant to Section 607) and of
         the Holders allowed in such judicial proceeding, and

                  (b) to collect and receive any moneys or other property
         payable or deliverable on any such claims and to distribute the same;
         and any custodian, receiver, assignee, trustee, liquidator,
         sequestrator or similar official in any such judicial proceeding is
         hereby authorized by each Holder to make such payments to the Trustee
         and, in the event that the Trustee shall consent to the making of such
         payments directly to the Holders, to pay the Trustee any amount due it
         for the reasonable compensation, expenses, disbursements and advances
         of the Trustee, its agents and counsel, and any other amounts due to
         the Trustee under Section 607.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any proposal, plan of


                                       59
<PAGE>


reorganization, arrangement, adjustment or composition or other similar
arrangement affecting the Securities or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

                  SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES.

                  All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name and as trustee of an express trust, and any recovery of judgment
shall, after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due to the Trustee pursuant to Section 607, be for the ratable benefit
of the Holders of the Securities in respect of which such judgment has been
recovered.

                  SECTION 506. APPLICATION OF MONEY COLLECTED.

                  Subject to the Inter-Creditor Agreement, any money collected
by the Trustee pursuant to this Article shall be applied in the following order,
at the date or dates fixed by the Trustee and, in case of the distribution of
such money on account of principal (or premium, if any) or interest, upon
presentation of the Securities and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

                  FIRST: To the payment of all amounts due the Trustee under
         Section 607;

                  SECOND: To the payment of the amounts then due and unpaid upon
         the Securities for principal (and premium, if any) and interest, in
         respect of which or for the benefit of which such money has been
         collected, ratably, without preference or priority of any kind,
         according to the amounts due and payable on such Securities for
         principal (and premium, if any) and interest; and

                  THIRD: The balance, if any, to the Company.

                  SECTION 507. LIMITATION ON SUITS.

                  No Holder of any Securities shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, any
Collateral Document or the Securities, or for the appointment of a receiver or
trustee, or for any other remedy hereunder, unless

                  (a) such Holder has previously given written notice to the
         Trustee of a continuing Event of Default;


                                       60
<PAGE>

                  (b) the Holders of not less than 25% in principal amount of
         the Outstanding Securities shall have made written request to the
         Trustee to institute proceedings in respect of such Event of Default in
         its own name as Trustee hereunder;

                  (c) such Holder or Holders have offered to the Trustee
         reasonable indemnity against the costs, expenses and liabilities to be
         incurred in compliance with such request;

                  (d) the Trustee for 60 days after its receipt of such notice,
         request and offer of indemnity has failed to institute any such
         proceeding; and

                  (e) no direction inconsistent with such written request has
         been given to the Trustee during such 60-day period by the Holders of a
         majority in principal amount of the Outstanding Securities;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture or any Collateral Document to affect, disturb or prejudice the
rights of any other Holders, or to obtain or to seek to obtain priority or
preference over any other Holders or to enforce any right under this Indenture
or the Pledge Agreement except in the manner provided in this Indenture or the
Pledge Agreement and for the equal and ratable benefit of all the Holders.

                  SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE
PRINCIPAL, PREMIUM AND INTEREST.

                  Notwithstanding any other provision in this Indenture and any
Collateral Document, the Holder of any Security shall have the right, which is
absolute and unconditional, to receive payment of the principal of (and premium,
if any) and (subject to Section 309) interest and any Additional Amounts on such
Security on the respective due dates expressed in such Security (or, in the case
of redemption, on the Redemption Date) and to institute suit for the enforcement
of any such payment, and such rights shall not be impaired without the consent
of such Holder.

                  SECTION 509. RESTORATION OF RIGHTS AND REMEDIES.

                  If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case the Company, the
Trustee and the Holders shall, subject to any determination in such proceeding,
be restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.


                                       61
<PAGE>

                  SECTION 510. RIGHTS AND REMEDIES CUMULATIVE.

                  Except as provided in Section 308, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

                  SECTION 511. DELAY OR OMISSION NOT WAIVER.

                  No delay or omission of the Trustee or of any Holder of any
Security to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by this
Article or by law to the Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Holders,
as the case may be.

                  SECTION 512. CONTROL BY HOLDERS.

                  The Holders of a majority in principal amount of the
Outstanding Securities shall have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee, including, without
limitation, powers conferred on it by the Pledge Agreement or the Deed of Trust,
provided that

                  (a) such direction shall not be in conflict with any rule of
         law or with this Indenture or expose the Trustee to personal liability,
         and

                  (b) subject to the provisions of the Trust Indenture Act, the
         Trustee may take any other action deemed proper by the Trustee which is
         not inconsistent with such direction.

                  SECTION 513. WAIVER OF PAST DEFAULTS.

                  The Holders of a majority in aggregate principal amount of the
Outstanding Securities may on behalf of the Holders of all the Securities waive
any past default hereunder and its consequences, except a default

                  (a) in the payment of the principal of (or premium, if any) or
         interest on any Security, or

                  (b) arising from a Change in Control Triggering Event, or

                  (c) in respect of a covenant or provision hereof which under
         Article Nine cannot be modified or amended without the consent of the
         Holder of each Outstanding Security affected.


                                       62
<PAGE>

                  Upon any such waiver, such default shall cease to exist, and
any Event of Default arising therefrom shall be deemed to have been cured, for
every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

                  SECTION 514. UNDERTAKING FOR COSTS.

                  All parties to this Indenture agree, and each Holder of any
Security by its acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Securities,
or to any suit instituted by any Holder for the enforcement of the payment of
the principal of (or premium, if any) or interest on any Security on or after
the respective Stated Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

                  SECTION 515. WAIVER OF STAY, EXTENSION OR USURY LAWS.

                  The Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay, extension or
usury law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performance of this Indenture; and the Company (to
the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law had been
enacted.

                  SECTION 516. CHANGE IN CONTROL OFFER.

                  (a) The Securities may not be accelerated pursuant to Section
         502 following an Event of Default under Section 501(k) and such Event
         of Default shall be cured if the Company complies with the provisions
         of this Section 516. If the Company elects to cure such Event of
         Default, within 20 Business Days of the occurrence of an Event of
         Default under Section 501(k), (i) the Company shall notify the Trustee
         in writing of the occurrence of the Change in Control Triggering Event
         and shall make an offer to purchase (the "Change in Control Offer") the
         Securities at a purchase price equal to 101% of the principal amount
         thereof plus any accrued and unpaid interest thereon to the Change in
         Control Purchase Date (as hereinafter defined) (the "Change in Control
         Purchase Price") on the date that is 40 Business Days after the
         occurrence of the Change in Control Triggering Event (the "Change in
         Control Purchase Date"), (ii) the Trustee shall


                                       63
<PAGE>


         mail a copy of the Change in Control Offer to each Holder and (iii) the
         Company shall cause a notice of the Change in Control Offer to be sent
         at least once to the Dow Jones News Service or similar business news
         service in the United States and Canada NewsWire Ltd. service or
         similar news service in Canada. The Change in Control Offer shall
         remain open from the time such offer is made until the Change in
         Control Purchase Date. The Trustee shall be under no obligation to
         ascertain the occurrence of a Change in Control Triggering Event or to
         give notice with respect thereto other than as provided above upon
         receipt of a Change in Control Offer from the Company. The Trustee may
         conclusively assume, in the absence of receipt of a Change in Control
         Offer from the Company, that no Change in Control Triggering Event has
         occurred. The Change in Control Offer shall include a form of Change in
         Control Purchase Notice to be completed by the Holder and shall state:

                           (1) the events causing a Change in Control Triggering
                  Event and the date such Change in Control Triggering Event is
                  deemed to have occurred;

                           (2) that the Change in Control Offer is being made
                  pursuant to this Section 516(a) and that all Securities
                  properly tendered pursuant to the Change in Control Offer will
                  be accepted for payment;

                           (3) the date by which the Change in Control Purchase
                  Notice pursuant to this Section 516 must be given;

                           (4) the Change in Control Purchase Date;

                           (5) the Change in Control Purchase Price;

                           (6) the names and addresses of the Paying Agent and
                  the offices or agencies referred to in Section 1002;

                           (7) that Securities must be surrendered to the Paying
                  Agent at the office of the Paying Agent or to an office or
                  agency referred to in Section 1002 to collect payment;

                           (8) that the Change in Control Purchase Price for any
                  Security as to which a Change in Control Purchase Notice has
                  been duly given and not withdrawn will be paid promptly upon
                  the later of the first Business Day following the Change in
                  Control Purchase Date and the time of surrender of such
                  Security as described in clause (7) above;

                           (9) the procedures the Holder must follow to accept
                  the Change in Control Offer; and

                           (10) the procedures for withdrawing a Change in
                  Control Purchase Notice.


                                       64
<PAGE>

                  (b) A Holder may accept a Change in Control Offer by
         delivering to the Paying Agent at the office of the Paying Agent or to
         an office or agency referred to in Section 1002 a written notice (a
         "Change in Control Purchase Notice") at any time prior to the close of
         business on the Change in Control Purchase Date, stating:

                           (1) that such Holder elects to have a Security
                  purchased pursuant to the Change in Control Offer;

                           (2) the principal amount of the Security that the
                  Holder elects to have purchased by the Company, which amount
                  must be U.S.$1,000 or an integral multiple thereof, and the
                  certificate numbers of the Securities to be delivered by such
                  Holder for purchase by the Company; and

                           (3) that such Security shall be purchased on the
                  Change in Control Purchase Date pursuant to the terms and
                  conditions specified in this Indenture.

                  The delivery of such Security (together with all necessary
         endorsements) to the Paying Agent at the office of the Paying Agent or
         to an office or agency referred to in Section 1002 prior to, on or
         after the Change in Control Purchase Date shall be a condition to the
         receipt by the Holder of the Change in Control Purchase Price therefor;
         provided that such Change in Control Purchase Price shall be so paid
         pursuant to this Section 516 only if the Security so delivered to the
         Paying Agent or to an office or agency referred to in Section 1002
         shall conform in all respects to the description thereof set forth in
         the related Change in Control Purchase Notice.

                  The Company shall purchase from the Holder thereof, pursuant
         to this Section 516, a portion of a Security if the principal amount of
         such portion is U.S.$1,000 or an integral multiple of U.S.$1,000.
         Provisions of this Indenture that apply to the purchase of all of a
         Security also apply to the purchase of a portion of such Security.

                  Any purchase by the Company contemplated pursuant to the
         provisions of this Section 516 shall be consummated by the delivery by
         the Company of the consideration to be received by the Holder promptly
         upon the later of (a) the first Business Day following the Change in
         Control Purchase Date and (b) the time of delivery of the Security by
         the Holder to the Paying Agent or to an office or agency referred to in
         Section 1002 in the manner required by this Section 516.

                  Notwithstanding anything herein to the contrary, any Holder
         delivering to the Paying Agent, at the office of the Paying Agent or an
         office or agency referred to in Section 1002, the Change in Control
         Purchase Notice contemplated by this Section 516(b) shall have the
         right to withdraw such Change in Control Purchase Notice at any time
         prior to the close of business on the Change in Control Purchase Date
         by delivery of a written notice of withdrawal to the Paying Agent



                                       65
<PAGE>

         or to an office or agency referred to in Section 1002 in accordance
         with Section 1109.

                  The Paying Agent or the office or agency referred to in
         Section 1002 shall promptly notify the Company of the receipt by the
         former of any Change in Control Purchase Notice or written notice of
         withdrawal thereof.

                  (c) The Securities may also not be accelerated pursuant to
         Section 502 following an Event of Default under Section 501(k) and such
         Event of Default shall also be cured if a third party makes and
         consummates a Change in Control Offer in the manner and at the times
         and otherwise in compliance with this Section 516; provided, however,
         that any such third party shall be subject to Section 1014 in respect
         of any amounts paid by such third party hereunder (for this purpose,
         Section 1014 is modified by replacing "Company" with the name of the
         third party) and such Event of Default shall be cured only if such
         third party complies with Section 1014 (as modified) or if the Company
         satisfies the third party's obligations under such Section.

                                  ARTICLE SIX
                                   THE TRUSTEE

                  SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES.

                  (a) Except during the continuance of an Event of Default,

                           (1) the Trustee undertakes to perform such duties and
                  only such duties as are specifically set forth in this
                  Indenture, and no implied covenants or obligations shall be
                  read into this Indenture against the Trustee; and

                           (2) in the absence of bad faith on its part, the
                  Trustee may conclusively rely, as to the truth of the
                  statements and the correctness of the opinions expressed
                  therein, upon certificates or opinions furnished to the
                  Trustee and conforming to the requirements of this Indenture;
                  but in the case of any such certificates or opinions which by
                  any provision hereof are specifically required to be furnished
                  to the Trustee, the Trustee shall be under a duty to examine
                  the same to determine whether or not they conform to the
                  requirements of this Indenture.

                  (b) In case an Event of Default has occurred and is
         continuing, the Trustee shall exercise such of the rights and powers
         vested in it by this Indenture, and use the same degree of care and
         skill in their exercise, as a prudent person would exercise or use
         under the circumstances in the conduct of such person's own affairs.

                  (c) No provision of this Indenture shall be construed to
         relieve the Trustee from liability for its own negligent action, its
         own negligent failure to act, or its own willful misconduct, except
         that:


                                       66
<PAGE>

                           (1) this Subsection shall not be construed to limit
                  the effect of Subsection (a) of this Section;

                           (2) the Trustee shall not be liable for any error of
                  judgment made in good faith by a Responsible Officer, unless
                  it shall be proved that the Trustee was negligent in
                  ascertaining the pertinent facts;

                           (3) the Trustee shall not be liable with respect to
                  any action taken or omitted to be taken by it in good faith in
                  accordance with the direction of the Holders of a majority in
                  principal amount of the Outstanding Securities relating to the
                  time, method and place of conducting any proceeding for any
                  remedy available to the Trustee, or exercising any trust or
                  power conferred upon the Trustee, under this Indenture; and

                           (4) no provision of this Indenture shall require the
                  Trustee to expend or risk its own funds or otherwise incur any
                  financial liability in the performance of any of its duties
                  hereunder, or in the exercise of any of its rights or powers,
                  if it shall have reasonable grounds for believing that
                  repayment of such funds or adequate indemnity against such
                  risk or liability is not reasonably assured to it.

                  (d) Whether or not therein expressly so provided, every
         provision of this Indenture relating to the conduct or affecting the
         liability of or affording protection to the Trustee shall be subject to
         the provisions of this Section.

                  SECTION 602. NOTICE OF DEFAULTS.

                  The Trustee shall, within a reasonable time but not exceeding
60 days after the occurrence of any Default, transmit by mail to all Holders, as
their names and addresses appear in the Security Register, notice of such
Default hereunder known to the Trustee, unless such Default is not an Event of
Default and shall have been cured or waived; provided, however, that, except in
the case of a Default in the payment of the principal of (or premium, if any) or
interest on any Security, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determines that the withholding of such notice is in the best interests of
the Holders and the Trustee so advises the Company in writing.

                  Where notice of the occurrence of any Default is given by the
Trustee under the preceding paragraph and the Default is thereafter cured, the
Trustee shall, within a reasonable time but not exceeding 60 days after the
Trustee becomes aware of the curing of the Default, transmit by mail to all
Holders, as their names and addresses appear in the Security Register, notice
that the Default is no longer continuing.

                  SECTION 603. CERTAIN RIGHTS OF TRUSTEE.

                  Except as otherwise provided in Section 601:


                                       67
<PAGE>


                  (a) the Trustee may rely and shall be protected in acting or
         refraining from acting upon any resolution, certificate, statement,
         instrument, opinion, report, notice, request, direction, consent,
         order, bond, debenture, note, other evidence of indebtedness or other
         paper or document believed by it to be genuine and to have been signed
         or presented by the proper party or parties;

                  (b) any request or direction of the Company mentioned herein
         shall be sufficiently evidenced by a Company Request or Company Order
         and any resolution of the Board of Directors may be sufficiently
         evidenced by a Board Resolution;

                  (c) whenever in the administration of this Indenture the
         Trustee shall deem it desirable that a matter be proved or established
         prior to taking, suffering or omitting any action hereunder, the
         Trustee (unless other evidence be herein specifically prescribed) may,
         in the absence of bad faith on its part, rely upon an Officers'
         Certificate;

                  (d) the Trustee may consult with counsel and the advice of
         such counsel or any Opinion of Counsel shall be full and complete
         authorization and protection in respect of any action taken, suffered
         or omitted by it hereunder in good faith and in reliance thereon;

                  (e) the Trustee shall be under no obligation to exercise any
         of the rights or powers vested in it by this Indenture at the request
         or direction of any of the Holders pursuant to this Indenture, unless
         such Holders shall have offered to the Trustee reasonable security or
         indemnity against the costs, expenses and liabilities which might be
         incurred by it in compliance with such request or direction;

                  (f) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, note, other evidence of indebtedness
         or other paper or document, but the Trustee, in its discretion, may
         make such further inquiry or investigation into such facts or matters
         as it may see fit, and, if the Trustee shall determine to make such
         further inquiry or investigation, it shall be entitled to examine the
         books, records and premises of the Company, personally or by agent or
         attorney; and

                  (g) the Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents or attorneys and the Trustee shall not be responsible
         for any misconduct or negligence on the part of any agent or attorney
         appointed with due care by it hereunder.

                  SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
SECURITIES.

                  The recitals contained herein and in the Securities, except
the Trustee's certificate of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no


                                       68
<PAGE>


representations as to the validity or sufficiency of this Indenture, the Pledge
Agreement, the Collateral Documents or the Securities or the security created
hereunder or thereunder. The Trustee shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof.

                  SECTION 605. MAY HOLD SECURITIES.

                  The Trustee, any Paying Agent, Security Registrar or any other
agent of the Company, in its individual or any other capacity, may become the
owner or pledgee of Securities, and, subject to the Trust Indenture Act, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Paying Agent, Security Registrar or such other agent.

                  SECTION 606. MONEY HELD IN TRUST.

                  Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed with the Company.

                  SECTION 607. COMPENSATION, REIMBURSEMENT AND INDEMNITY.

                  The Company agrees:

                  (a) to pay to the Trustee from time to time reasonable
         compensation for all services rendered by it hereunder (which
         compensation shall not be limited by any provision of law in regard to
         the compensation of a trustee of an express trust);

                  (b) except as otherwise expressly provided herein, to
         reimburse the Trustee upon its request for all reasonable expenses,
         disbursements and advances incurred or made by the Trustee in
         accordance with any provision of this Indenture (including the
         reasonable compensation and the expenses and disbursements of its
         agents and counsel), except any such expense, disbursement or advance
         as may be attributable to its negligence or bad faith; and

                  (c) to indemnify the Trustee for, and to hold it harmless
         against, any loss, liability or expense incurred without negligence or
         bad faith on its part, arising out of or in connection with the
         acceptance or administration of this trust, including the costs and
         expenses of defending itself against any claim or liability in
         connection with the exercise or performance of any of its powers or
         duties hereunder.

                  As security for the performance of the obligations of the
Company under this Section, the Trustee shall have a claim and lien prior to the
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of Holders of particular Securities.


                                       69
<PAGE>


                  The Company's payment of indemnity obligations pursuant to
this Section 607 shall survive the discharge of this Indenture and the expiry of
any trusts created hereby and the resignation or removal of the Trustee. When
the Trustee incurs expenses after the occurrence of a Default specified in
Section 501(f), (g) or (h), the expenses are intended to constitute expenses of
administration under any Bankruptcy Law.

                  SECTION 608. CONFLICTING INTERESTS.

                  The Trustee shall comply with the terms of Trust Indenture Act
Section 310(b).

                  SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

                  There shall at all times be a Trustee hereunder which shall be
eligible to act as Trustee under Trust Indenture Act Section 310(a)(1) and which
shall have a combined capital and surplus of at least U.S.$50,000,000 and have
its Corporate Trust Office in The City of New York to the extent there is such
an institution eligible and willing to serve. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of federal, state, territorial or District of Columbia supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

                  SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF
SUCCESSOR.

                  (a) No resignation or removal of the Trustee and no
         appointment of a successor Trustee pursuant to this Article shall
         become effective until the acceptance of appointment by the successor
         Trustee under Section 611.

                  (b) The Trustee may resign at any time by giving written
         notice thereof to the Company. If an instrument of acceptance by a
         successor Trustee shall not have been delivered to the resigning
         Trustee within 30 days after the giving of such notice of resignation,
         the resigning Trustee may petition any court of competent jurisdiction
         (at the Company's expense) for the appointment of a successor Trustee.

                  (c) The Trustee may be removed at any time by an Act of the
         Holders of a majority in principal amount of the Outstanding
         Securities, delivered to the Trustee and to the Company.

                  (d) If at any time:

                           (1) the Trustee shall fail to comply with the
                  provisions of Section 608 and shall fail to resign after
                  written request therefor by the Company or by any Holder who
                  has been a bona fide Holder of a Security for at least six
                  months, or


                                       70
<PAGE>


                           (2) the Trustee shall cease to be eligible under
                  Section 609, or

                           (3) the Trustee shall become incapable of acting or
                  shall be adjudged a bankrupt or insolvent, or a receiver of
                  the Trustee or of its property shall be appointed or any
                  public officer shall take charge or control of the Trustee or
                  of its property or affairs for the purpose of rehabilitation,
                  conservation or liquidation,

         then, in any such case, (i) the Company, by a Board Resolution, may
         remove the Trustee, or (ii) subject to Section 514, in the case of
         clause (1) above, the Holder of any Security who has been a bona fide
         Holder of a Security for at least six months, and in the case of
         clauses (2) and (3) above, the Holder of any Security and any other
         interested party may, on behalf of himself and all others similarly
         situated, petition any court of competent jurisdiction for the removal
         of the Trustee and the appointment of a successor Trustee.

                           (e) If the Trustee shall resign, be removed or become
                  incapable of acting, or if a vacancy shall occur in the office
                  of Trustee for any cause, the Company, by a Board Resolution,
                  shall promptly appoint a successor Trustee. If, within one
                  year after such resignation, removal or incapability, or the
                  occurrence of such vacancy, a successor Trustee shall be
                  appointed by Act of the Holders of a majority in principal
                  amount of the Outstanding Securities delivered to the Company
                  and the retiring Trustee, the successor Trustee so appointed
                  shall, forthwith upon its acceptance of such appointment in
                  accordance with Section 611, become the successor Trustee and
                  supersede the successor Trustee appointed by the Company. If
                  no successor Trustee shall have been so appointed by the
                  Company or the Holders of the Securities and so accepted
                  appointment, the retiring Trustee or the Holder of any
                  Security who has been a bona fide Holder for at least six
                  months may on behalf of itself and all others similarly
                  situated, petition any court of competent jurisdiction for the
                  appointment of a successor Trustee.

                           (f) The Company shall give notice of each resignation
                  and each removal of the Trustee and each appointment of a
                  successor Trustee by mailing written notice of such event by
                  first-class mail, postage prepaid, to the Holders of
                  Securities as their names and addresses appear in the Security
                  Register. Each notice shall include the name of the successor
                  Trustee and the address of its Corporate Trust Office.

                  SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

                  Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on request of the
Company or the successor Trustee, such retiring



                                       71
<PAGE>
Trustee shall, upon payment of all amounts due it under Section 607, execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring  Trustee, and shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder, subject to the claim and lien provided for in Section 607.
Upon request of any such successor Trustee, the Company shall execute any and
all instruments for more fully and certainly vesting in and confirming to such
successor Trustee all such rights, powers and trusts.

                  No successor Trustee shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article.

                  SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION
TO BUSINESS.

                  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of such Trustee
hereunder, provided such corporation shall be otherwise qualified and eligible
under this Article, without the execution or filing of any paper or any further
act on the part of any of the parties hereto. In case any Securities shall have
been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to the authenticating Trustee
may adopt such authentication and deliver the Securities so authenticated with
the same effect as if such successor Trustee had itself authenticated such
Securities.

                  SECTION 613. TRUSTEE NOT TO BE APPOINTED RECEIVER.

                  Neither the Trustee nor any related Person, as defined in the
Business Corporations Act (Ontario), to the Trustee, shall be appointed a
receiver or receiver and manager or liquidator of all or any part of the assets
or undertaking of the Company.

                  SECTION 614. ACCEPTANCE OF TRUSTS.

                  The Trustee hereby accepts the trusts imposed upon it by this
Indenture and covenants and agrees to perform the same as herein expressed.

                                 ARTICLE SEVEN
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

                  SECTION 701. DISCLOSURE OF NAMES AND ADDRESSES OF HOLDERS.

                  (a) Upon application to the Trustee in accordance with the
         Trust Indenture Act, Holders may communicate pursuant to the Trust
         Indenture Act with other Holders with respect to their rights under
         this Indenture or the Securities.


                                       72
<PAGE>


                  (b) In addition, a Holder may, upon payment to the Trustee of
         a reasonable fee and subject to compliance with any applicable
         requirement of the Trust Indenture Act, require the Trustee to furnish
         within 10 days after receiving the affidavit or statutory declaration
         referred to below, a list setting out (i) the name and address of every
         registered Holder, (ii) the aggregate principal amount of Securities
         owned by each registered Holder and (iii) the aggregate principal
         amount of Outstanding Securities, each as shown on the records of the
         Trustee on the day that the affidavit or statutory declaration is
         delivered to the Trustee. The affidavit or statutory declaration, as
         the case may be, shall contain (x) the name, address and occupation of
         the Holder, (y) where the Holder is a corporation, its name and address
         for service and (z) a statement that the list will not be used except
         in connection with an effort to influence the voting of the Holders, an
         offer to acquire Securities, or any other matter relating to the
         Securities or the affairs of the Company. Where the Holder is a
         corporation, the affidavit or statutory declaration shall be made by a
         director or officer of the corporation.

                  (c) Every Holder of Securities, by receiving and holding the
         same, agrees with the Company and the Trustee that neither the Company
         nor the Trustee shall be held accountable by reason of the disclosure
         of such list of the names and addresses of the Holders, regardless of
         the source from which such information was derived, and that the
         Trustee shall not be held accountable by reason of mailing any material
         pursuant to a request made under the Trust Indenture Act.

                  (d) The Company shall comply with the terms of Trust Indenture
         Act Section 312(a).

                  SECTION 702. REPORTS BY TRUSTEE.

                  Within 60 days after May 15 of each year commencing with the
first May 15 after the first issuance of Securities, the Trustee shall transmit
by mail to all Holders, as their names and addresses appear in the Security
Register, as provided in Trust Indenture Act Section 313(c), a brief report
dated as of such May 15 if required by Trust Indenture Act Section 313(a).

                  SECTION 703. REPORTS BY COMPANY.

                  The Company shall:

                  (a) 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 of the information, documents and other reports (or copies
         of such portions of any of the foregoing as the Commission may from
         time to time by rules and regulations prescribe) which the Company may
         be required to file with the Commission pursuant to Section 13 or
         Section 15(d) of the Exchange Act; or, if the Company is not required
         to file information, documents or reports pursuant to either of said
         Sections, then it shall file with the Trustee and the Commission, in
         accordance


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         with rules and regulations prescribed from time to time by the
         Commission, such of the supplementary and periodic information,
         documents and reports which may be required pursuant to Section 13 of
         the Exchange Act in respect of a security listed and registered on a
         national securities exchange as may be prescribed from time to time in
         such rules and regulations;

                  (b) file with the Trustee and the Commission, in accordance
         with rules and regulations prescribed from time to time by the
         Commission, such additional information, documents and reports with
         respect to compliance by the Company, as the case may be, with the
         conditions and covenants of this Indenture as may be required from time
         to time by such rules and regulations; and

                  (c) transmit by mail to all Holders, as their names and
         addresses appear in the Security Register, within 30 days after the
         filing thereof with the Trustee, in the manner and to the extent
         provided in Trust Indenture Act Section 313(c), such summaries of any
         information, documents and reports required to be filed by the Company
         pursuant to Subsections (a) and (b) of this Section as may be required
         by rules and regulations prescribed from time to time by the
         Commission.

                                  ARTICLE EIGHT
       AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

                  SECTION 801. COMPANY MAY AMALGAMATE, ETC., ONLY ON CERTAIN
TERMS.

                  The Company shall not amalgamate or consolidate with or merge
with or into any other Person or convey, transfer, lease or otherwise dispose of
its properties and assets substantially as an entirety to any Person by
liquidation, winding-up or otherwise (in one transaction or a series of related
transactions) unless:

                  (a) either (1) the Company shall be the continuing corporation
         or (2) the Person (if other than the Company) formed by such
         amalgamation or consolidation or into which the Company is merged or
         the Person which acquires by conveyance, transfer, lease or other
         disposition the properties and assets of the Company substantially as
         an entirety (i) shall be a corporation, partnership or trust organized
         and validly existing under (A) the laws of the United States of America
         or any State thereof or the District of Columbia or (B) the federal
         laws of Canada or any Province thereof and (ii) shall expressly assume,
         by an indenture supplemental hereto, executed and delivered to the
         Trustee, in form satisfactory to the Trustee, all of the obligations of
         the Company under the Securities, this Indenture and, prior to the
         Release Date, the Collateral Documents;

                  (b) immediately after giving effect to such transaction (and
         treating any Debt which becomes an obligation of the Company or a
         Subsidiary in connection with or as a result of such transaction as
         having been incurred at the


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         time of such transaction), no Default or Event of Default shall have
         occurred and be continuing; and

                  (c) the Company or such Person shall have delivered to the
         Trustee an Officers' Certificate and an Opinion of Counsel, each
         stating that such amalgamation, consolidation, merger, conveyance,
         transfer, lease or other disposition and, if a supplemental indenture
         is required in connection with such transaction (or series of
         transactions), such supplemental indenture, comply with this Article
         and that all conditions precedent herein provided for relating to such
         transaction have been satisfied.

                  In the event that a Release Guarantor exists, such Release
Guarantor shall, in addition to Rogers Cable, be bound by a covenant with the
same terms as this Article Eight, with appropriate revisions to reflect the name
and the obligations of the Release Guarantor.

                  SECTION 802. SUCCESSOR SUBSTITUTED.

                  Upon any amalgamation, consolidation or merger, or any
conveyance, transfer, lease or other disposition of the properties and assets of
the Company substantially as an entirety in accordance with Section 801, the
successor Person formed by such amalgamation or consolidation or into which the
Company is merged or the successor Person to which such conveyance, transfer,
lease or other disposition is made shall succeed to, and be substituted for, and
may exercise every right and power of, the Company under this Indenture with the
same effect as if such successor had been named as the Company herein; and
thereafter, except in the case of a lease, the Company shall be discharged from
all obligations and covenants under this Indenture and the Securities.

                  SECTION 803. SECURITIES TO BE SECURED IN CERTAIN EVENTS.

                  If, upon any such consolidation or amalgamation of the Company
with or merger of the Company into any other Person, or upon any conveyance,
transfer, lease or disposition of the properties and assets of the Company
substantially as an entirety to any Person by liquidation, winding-up or
otherwise (in one transaction or a series of related transactions), any property
or asset of the Company or of any Subsidiary, would thereupon become subject to
any Lien, then, unless such Lien could be created, prior to the Release Date
pursuant to Section 1008 and on or after the Release Date pursuant to Section
1010 without equally and ratably securing the Securities, the Company, prior to
or simultaneously with such consolidation, amalgamation, merger, conveyance,
transfer, lease or disposition, will, as to such property or asset, secure the
Securities Outstanding hereunder (together with, if the Company shall so
determine, any other Debt of the Company now existing or hereafter created which
is not subordinate to the Securities) equally and ratably with (or prior to) the
Debt which upon such consolidation, amalgamation, merger, conveyance, transfer,
lease or disposition is to become secured as to such property or asset by such
Lien, or will cause such Securities to be so secured.


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                                  ARTICLE NINE
        SUPPLEMENTS AND AMENDMENTS TO INDENTURE AND COLLATERAL DOCUMENTS

                  SECTION 901. SUPPLEMENTAL INDENTURES AND AMENDMENTS WITHOUT
CONSENT OF HOLDERS.

                  Without the consent of any Holders, the Company, when
authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto or one or more
amendments to the Collateral Documents, in form satisfactory to the Trustee, for
any of the following purposes:

                  (a) to evidence the succession of another Person to the
         Company and the assumption by any such successor of the covenants of
         the Company herein and in the Securities or the Collateral Documents,
         as the case may be;

                  (b) to add to the covenants of the Company for the benefit of
         the Holders, or to surrender any right or power herein or in the
         Securities or the Collateral Documents conferred upon the Company;

                  (c) to cure any ambiguity, to correct or supplement any
         provision herein or in any Collateral Document which may be defective
         or inconsistent with any other provision herein or therein, or to make
         any other provisions with respect to matters or questions arising under
         this Indenture or under any Collateral Document; provided that, in each
         case, such provisions shall not adversely affect the interests of the
         Holders in any material respect;

                  (d) to issue Additional Securities as provided in Section 301;

                  (e) to further secure the Securities; or

                  (f) to make any other change that does not adversely affect
         the rights of any Holder.

                  SECTION 902. ACTIONS BY THE TRUSTEE UNDER THE DEED OF TRUST
AND CERTAIN AMENDMENTS TO THE INTER-CREDITOR AGREEMENT WITHOUT CONSENT OF
HOLDERS

                  (a) In the event that (i) an Event of Default shall have
         occurred and the Trustee shall have demanded payment of the Trust Bond
         pursuant to Section 6.01 of the Deed of Trust, and (ii) thereafter all
         existing Events of Default shall have been waived, rescinded, cured or
         annulled in accordance with the provisions of Article Five and the
         Company shall have furnished to the Trustee an Officers' Certificate to
         the foregoing effect and requesting that the Trustee waive its demand
         for payment of the Trust Bond, then the Trustee shall, without the
         consent of any Holders, waive such demand pursuant to Section 6.08 of
         the Deed of Trust.


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<PAGE>


                  (b) In the event that the Trustee shall receive an Officers'
         Certificate (i) to the effect that the Company proposes to issue
         specified additional Debt to be secured by the pledge of a new Deed of
         Trust Bond having the same priority under the Deed of Trust and the
         Inter-Creditor Agreement with respect to the collateral under the Deed
         of Trust as the Trust Bond and that the issuance of such new secured
         Debt is in compliance with the terms of this Indenture and with the
         terms of (including all waivers and consents granted pursuant to) all
         other agreements and instruments pursuant to which any other existing
         Debt secured by Deed of Trust Bonds has been issued, and (ii)
         requesting that the Trustee execute a Bondholders' Resolution (as
         defined in the Deed of Trust) authorizing the issuance, certification
         and delivery of such additional Deed of Trust Bond (or cast its votes
         in favor of such request in person or by proxy at a meeting of Senior
         Secured Bondholders held for such purpose), then the Trustee shall,
         without consent of any Holder, execute such Bondholders' Resolution (or
         so cast its votes in person or by proxy).

                  (c) In the event that the Trustee shall receive an Officers'
         Certificate (i) to the effect that the Company proposes to issue
         specified additional Debt to be secured by the pledge of a new Deed of
         Trust Bond, that such new Debt will rank prior to or pari passu with
         the Tranche A Credit Facility and that the issuance of such new secured
         Debt is in compliance with the terms of this Indenture (including
         Section 1008(vi)) and with the terms of (including all waivers and
         consents granted pursuant to) all other agreements and instruments
         pursuant to which any other existing Debt secured by Deed of Trust
         Bonds has been issued, and (ii) requesting the Trustee to execute a
         Bondholders' Resolution (as defined in the Deed of Trust) authorizing
         the issuance, certification and delivery of such additional Deed of
         Trust Bond (or cast its votes in favor of such request in person or by
         proxy at a meeting of Senior Secured Bondholders held for such
         purposes) and requesting the Trustee to execute an amendment,
         supplement, replacement or restatement to the Inter-Creditor Agreement
         to effectuate the relative ranking of such new Debt, then the Trustee,
         without consent of any Holder, shall execute such Bondholders'
         Resolution (or so cast its votes in person or by proxy) and shall
         execute such amendment, supplement, replacement or restatement to the
         Inter-Creditor Agreement.

                  (d) In the event that the Trustee shall receive an Officers'
         Certificate (i) to the effect that the Board of Directors proposes to
         designate a Designated Subsidiary under the Deed of Trust as an
         Unrestricted Subsidiary (as defined in the Deed of Trust), that
         pursuant to the Deed of Trust such designation may only be effected
         when authorized by a Unanimous Bondholders' Resolution (as defined in
         the Deed of Trust) and that such change in designation is in compliance
         with the terms of clause (i) of Section 1009(a) of this Indenture and
         with the terms of (including all waivers and consents granted pursuant
         to) all other agreements and instruments pursuant to which any other
         existing Debt secured by Deed of Trust Bonds has been issued, and (ii)
         requesting that the Trustee execute a Unanimous Bondholders' Resolution
         authorizing such change in designation (or cast its votes in favor of
         such request in person or by proxy at a meeting of Senior


                                       77
<PAGE>


         Secured Bondholders held for such purpose), then the Trustee shall,
         without consent of any Holder, execute such Unanimous Bondholders'
         Resolution (or so cast its votes in person or by proxy).

                  (e) In the event that the Trustee shall receive an Officer's
         Certificate (i) to the effect that the Company proposes to take an
         action under the Deed of Trust (other than any action referred to in
         clause (a), (b), (c) or (d) above) and (ii) requesting that the Trustee
         execute a Bondholders' Resolution or acceptance or take such other
         action authorizing the specified action (or cast its vote in favor of
         such request in person or by proxy at a meeting of Senior Secured
         Bondholders held for such purposes), then the Trustee shall, without
         consent of any Holder, execute such Bondholders' Resolution or
         acceptance or take such other action (or so cast its votes in person or
         by proxy); provided that such action shall neither adversely affect the
         rights of any Holder nor the rights of the Trustee as the holder of the
         Trust Bond or the interest thereof as a secured creditor under the Deed
         of Trust and the Trustee shall have received an Opinion of Counsel in
         Canada, and, if the Trustee so requires, an Opinion of Counsel in the
         United States, to such effect.

                  (f) In the event that the Trustee shall be required to execute
         a Unanimous Bondholders' Resolution under the terms of the
         Inter-Creditor Agreement in order to give effect to the priority
         created thereby, then the Trustee shall, without consent of any Holder,
         execute such Unanimous Bondholders' Resolution in accordance with the
         terms of the Inter-Creditor Agreement (or so cast its votes in person
         or by proxy).

                  SECTION 903. SUPPLEMENTAL INDENTURES AND CERTAIN AMENDMENTS
WITH CONSENT OF HOLDERS.

                  With the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities, by Act of such Holders
delivered to the Company and the Trustee, the Company, when authorized by a
Board Resolution, and the Trustee may enter into one or more indentures
supplemental hereto or one or more amendments or supplements to the Pledge
Agreement for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Indenture or of waiving or
modifying in any manner the rights of the Holders under this Indenture;
provided, however, that no such supplemental indenture, amendment or waiver
shall, without the consent of the Holder of each Outstanding Security affected
thereby:

                  (a) change the Stated Maturity of the principal of, or any
         installment of interest on, any Security, or reduce the principal
         amount thereof or the rate of interest thereon or reduce the Redemption
         Price thereof, or change the coin or currency in which the principal of
         any Security or any premium or the interest thereon is payable, or
         impair the right to institute suit for the enforcement of any such
         payment after the Stated Maturity thereof (or, in the case of
         redemption, on or after the Redemption Date); or


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<PAGE>

                  (b) reduce the amount of, or change the coin or currency of,
         or impair the right to institute suit for the enforcement of, the
         Change in Control Purchase Price; or

                  (c) reduce the percentage in principal amount of the
         Outstanding Securities, the consent of whose Holders is required for
         any such supplemental indenture, or the consent of whose Holders is
         required for any waiver (of compliance with certain provisions of this
         Indenture or certain defaults hereunder and their consequences)
         provided for in this Indenture; or

                  (d) modify any of the provisions of this Section or Sections
         513 and 1017, except to increase any such percentage or to provide that
         certain other provisions of this Indenture cannot be modified or waived
         without the consent of the Holder of each Security affected thereby; or

                  (e) permit the creation of any Lien on the Trust Estate or any
         part thereof (other than the Lien of the Pledge Agreement) or terminate
         the Lien of the Pledge Agreement as to any part of the Trust Estate.

                  It shall not be necessary for any Act of Holders under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.

                  SECTION 904. AMENDMENTS TO COLLATERAL DOCUMENTS.

                  With the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities, by Act of such Holders
delivered to the Company and the Trustee, the Trustee may authorize one or more
amendments or supplements to any Collateral Document (other than the Pledge
Agreement), grant one or more consents or waivers thereunder, or execute one or
more instructions or other documents pursuant thereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
thereof or of waiving or modifying in any manner the rights or obligations of
the parties thereunder or taking any actions pursuant thereto; provided,
however, that no such amendment, supplement, consent, waiver or instruction or
other document shall, without the consent of the Holder of each Outstanding
Security affected thereby:

                  (a) modify any of the provisions of the Deed of Trust referred
         to in Section 9.09 thereof; or

                  (b) modify any of the provisions of the Inter-Creditor
         Agreement (except as provided in Section 902(c) hereof); or

                  (c) except as permitted hereby and by the Deed of Trust,
         permit the creation of any Lien ranking prior to or on a parity with
         the Lien securing the Trust Bond or any guarantee thereof or terminate
         the Lien securing the Trust Bond or any guarantee thereof as to any
         part of the Deed of Trust Collateral.


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<PAGE>


                  SECTION 905. EXECUTION OF SUPPLEMENTAL INDENTURES.

                  In executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and (subject to the Trust Indenture Act and Section 603 hereof)
shall be fully protected in acting and relying upon, an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture which affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise.

                  SECTION 906. EFFECT OF SUPPLEMENTAL INDENTURES.

                  Upon the execution of any supplemental indenture under this
Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and
every Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.

                  SECTION 907. CONFORMITY WITH THE TRUST INDENTURE ACT.

                  Every supplemental indenture executed pursuant to this Article
shall conform to the requirements of the Trust Indenture Act as then in effect.

                  SECTION 908. REFERENCE IN SECURITIES TO SUPPLEMENTAL
INDENTURES.

                  Securities authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities so modified as to conform, in the opinion of the Trustee and the
Board of Directors, to any such supplemental indenture may be prepared and
executed by the Company and, upon Company Order, authenticated and delivered by
the Trustee in exchange for Outstanding Securities.

                  SECTION 909. EXECUTION OF SUBORDINATION AGREEMENTS.

                  In the event that the Trustee receives an Officers'
Certificate (i) to the effect that the Company or a Restricted Subsidiary
proposes to issue Debt subordinated in right of payment to the Securities or the
senior indebtedness of such Restricted Subsidiary, as the case may be, and that
the issuance of such new subordinated Debt is in compliance with the terms of
this Indenture and (ii) requesting that the Trustee execute a subordination
agreement (or instrument of like effect) with the holders of such subordinated
Debt or their representative, then, upon Company Order, the Trustee shall,
without the consent of any Holder, execute such subordination agreement (or
instrument of like effect).


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<PAGE>

                                  ARTICLE TEN
                                    COVENANTS

                  SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

                  The Company will duly and punctually pay the principal of (and
premium, if any) and interest on the Securities in accordance with the terms of
the Securities and this Indenture.

                  SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.

                  The Company will maintain in The City of New York an office or
agency where Securities may be presented or surrendered for payment, where
Securities may be surrendered for registration of transfer or exchange and where
notices and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The Corporate Trust Office of the Trustee shall be such
office or agency of the Company, unless the Company shall designate and maintain
some other office or agency for one or more of such purposes. The Company will
give prompt written notice to the Trustee of any change in the location of any
such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders,
notices and demands.

                  The Company may from time to time designate one or more other
offices or agencies (in or outside of The City of New York) where the Securities
may be presented or surrendered for any or all such purposes, and may from time
to time rescind such designation; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in The City of New York for such purposes. The Company will
give prompt written notice to the Trustee of any such designation or rescission
and any change in the location of any such office or agency.

                  SECTION 1003. MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST.

                  If the Company shall at any time act as its own Paying Agent,
it will, on or before each due date of the principal of (and premium, if any) or
interest on any of the Securities, segregate and hold in trust for the benefit
of the Persons entitled thereto a sum sufficient to pay the principal (and
premium, if any) or interest so becoming due until such sums shall be paid to
such Persons or otherwise disposed of as herein provided, and will promptly
notify the Trustee of its action or failure so to act.

                  Whenever the Company shall have one or more Paying Agents for
the Securities, it will, on or before each due date of the principal of (and
premium, if any) or interest on any Securities, deposit with a Paying Agent a
sum in same day funds (or New York Clearing House funds if such deposit is made
prior to the date on which such deposit is required to be made) sufficient to
pay the principal (and premium, if any) or interest so becoming due, such sum to
be held in trust for the benefit of the Persons


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<PAGE>


entitled to such principal, premium or interest and (unless such Paying Agent is
the Trustee) the Company will promptly notify the Trustee of such action or any
failure so to act.

                  The Company will cause each Paying Agent other than the
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section,
that such Paying Agent will:

                  (a) hold all sums held by it for the payment of the principal
         of (and premium, if any) or interest on Securities in trust for the
         benefit of the Persons entitled thereto until such sums shall be paid
         to such Persons or otherwise disposed of as herein provided;

                  (b) give the Trustee notice of any default by the Company (or
         any other obligor upon the Securities) in the making of any payment of
         principal (and premium, if any) or interest; and

                  (c) at any time during the continuance of any such default,
         upon the written request of the Trustee, forthwith pay to the Trustee
         all sums so held in trust by such Paying Agent.

                  The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of (and
premium, if any) or interest on any Security and remaining unclaimed for two
years after such principal (and premium, if any) or interest has become due and
payable shall be paid to the Company on Company Request, or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease.

                  SECTION 1004. CORPORATE EXISTENCE.

                  Subject to Article Eight, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect the
corporate existence and corporate power and authority of the Company and each
Restricted Subsidiary; provided, however, that the Company shall not be required
to preserve any such corporate existence and corporate power and authority if
the Company shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company and its Restricted Subsidiaries
taken as a whole.


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<PAGE>


                  SECTION 1005. PAYMENT OF TAXES AND OTHER CLAIMS.

                  The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (a) all material taxes,
assessments and governmental charges levied or imposed upon the Company or any
Restricted Subsidiary or upon the income, profits or property of the Company or
any Restricted Subsidiary and (b) all material lawful claims for labor,
materials and supplies, which, if unpaid, might by law become a Lien upon the
property of the Company or any Restricted Subsidiary that could produce a
material adverse effect on the Consolidated financial condition of the Company;
provided, however, that the Company shall not be required to pay or discharge or
cause to be paid or discharged any such tax, assessment, charge or claim whose
amount, applicability or validity is being contested in good faith by
appropriate proceedings.

                  SECTION 1006. MAINTENANCE OF PROPERTIES.

                  The Company will cause all properties owned by the Company or
any Restricted Subsidiary or used or held for use in the conduct of its business
or the business of any Restricted Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times, except, in every case, as
and to the extent that the Company may be prevented by fire, strikes, lockouts,
acts of God, inability to obtain labor or materials, governmental restrictions,
enemy action, civil commotion or unavoidable casualty or similar causes beyond
the control of the Company; provided, however, that nothing in this Section
shall prevent the Company from discontinuing the maintenance of any of such
properties if such discontinuance is, in the judgment of the Company, desirable
in the conduct of its business or the business of any Restricted Subsidiary and
not disadvantageous in any material respect to the Holders.

                  SECTION 1007. INSURANCE.

                  The Company will, and will cause each Restricted Subsidiary
to, at all times maintain insurance in accordance with the provisions of the
Deed of Trust.

                  SECTION 1008. LIMITATION ON LIENS.

                  Prior to the Release Date, the Company will not, and will not
permit any Restricted Subsidiary to, create, affirm, incur, or suffer to exist
any Lien of any kind upon any of its property or assets, now owned or hereafter
acquired, other than:

                  (i) Liens on Excluded Assets;

                  (ii) Liens securing Debt under Capital Lease Obligations
         and/or Purchase Money Obligations not exceeding at any time an
         aggregate amount equal to 10% of the Company's Consolidated Tangible
         Assets; provided that no


                                       83
<PAGE>


         assets or property of the Company or any Restricted Subsidiary (other
         than the property acquired in connection with such Capital Lease
         Obligation or Purchase Money Obligation) are subject to any Lien
         securing such Debt;

                  (iii) Liens securing Debt of a Person outstanding on the date
         such Person becomes a Restricted Subsidiary, provided that such Liens
         (A) were not incurred in contemplation of such Person becoming a
         Restricted Subsidiary and (B) are not applicable to the Company or any
         other Restricted Subsidiary, or the properties or assets of the Company
         or any other Restricted Subsidiary;

                  (iv) Liens on property or assets acquired by the Company or
         any Restricted Subsidiary from another Person which are existing at the
         time of such acquisition, provided that such Liens (1) were not
         incurred in contemplation of the acquisition of such property or assets
         and (2) are applicable only to such property or assets;

                  (v) Liens on the property and assets of the Company or any
         Restricted Subsidiary provided or granted to the Deed Trustee pursuant
         to the Deed of Trust, including, for greater certainty, Liens securing
         Debt (and other related obligations) under any bank credit facility,
         provided that (1) such Debt was incurred in compliance with the
         provisions of this Indenture, (2) such Liens are limited to a pledge of
         Deed of Trust Bonds and (3) the aggregate amount of Debt committed
         under any Tranche A Credit Facility plus the aggregate amount of all
         outstanding or committed Tranche A-Type Debt (collectively "Superior
         Debt") does not exceed Cdn$600,000,000;

                  (vi) Liens securing Debt (and other related obligations) if
         (A) such Debt was incurred in compliance with the provisions of this
         Indenture, (B) such Liens are limited to a pledge of a Deed of Trust
         Bond and (C) if such Debt is Tranche A-Type Debt then immediately prior
         thereto, and immediately thereafter and after giving effect thereto,
         (x) no Default or Event of Default shall exist, (y) the aggregate
         amount of Superior Debt does not exceed Cdn$600,000,000 and (z) the
         ratio of Superior Debt to the Company's Annualized Operating Cash Flow
         for the most recently completed fiscal quarter of the Company does not
         exceed 3.0 to 1;

                  (vii) pledges or deposits under worker's compensation laws,
         unemployment insurance laws or similar legislation or good faith
         deposits in connection with bids, tenders, contracts (other than for
         the payment of Debt) or leases or deposits of cash or bonds or other
         direct obligations of the United States, Canada or any Canadian
         province to secure surety or appeal bonds or deposits as security for
         contested taxes or import duties or for the payment of rents;

                  (viii) Liens imposed by law, such as carriers, warehousemen's,
         and mechanics' liens or other liens arising out of judgments or awards
         with respect to which an appeal or other proceeding for review is being
         prosecuted (and as to

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<PAGE>

         which any foreclosure or other enforcement proceeding shall have been
         effectively stayed);

                  (ix) Liens for property taxes not yet subject to penalties for
         non-payment or which are being contested in good faith and by
         appropriate proceedings (and as to which foreclosure or other
         enforcement proceedings shall have been effectively stayed);

                  (x) Liens in favor of issuers of surety bonds issued in the
         ordinary course of business;

                  (xi) minor survey exceptions, minor encumbrances, easements or
         reservations of or rights of others for rights of way, sewers, electric
         lines, telegraph and telephone lines and other similar purposes, or
         zoning or other restrictions as to the use of real properties or Liens
         incidental to the conduct of the business of the Person incurring them
         or the ownership of its properties which were not incurred in
         connection with Debt or other extensions of credit and which do not in
         the aggregate materially detract from the value of such properties or
         materially impair their use in the operation of the business of such
         Person;

                  (xii) Liens in favor of Bell Canada under any partial system
         agreement or related agreement providing for the construction and
         installation by Bell Canada of cables, attachments, connectors, support
         structures, closures and other equipment in accordance with the plans
         and specifications of the Company or any Restricted Subsidiary and the
         lease by Bell Canada of such equipment to the Company or any Restricted
         Subsidiary in accordance with tariffs published by Bell Canada from
         time to time as approved by regulatory authorities, the absence of
         which would materially and adversely affect the Company and its
         Restricted Subsidiaries considered as a whole;

                  (xiii) any other Lien existing on the date of this Indenture;
         and

                  (xiv) Liens, other than Liens incurred pursuant to the
         foregoing clauses (i) to (xiii), securing or otherwise in respect of up
         to Cdn$20.0 million aggregate amount of obligations of the Company or
         any Restricted Subsidiary at any time outstanding.

                  SECTION 1009. RESTRICTED SUBSIDIARIES.

                  (a) The Board of Directors may designate any Restricted
         Subsidiary or any Person that is to become a Subsidiary as an
         Unrestricted Subsidiary, or the Company or any Restricted Subsidiary
         may transfer any assets or properties to an Unrestricted Subsidiary, if
         (i) prior to and immediately after such designation, no Default or
         Event of Default shall have occurred and be continuing; (ii) such
         Subsidiary or Person, together with all other Unrestricted
         Subsidiaries, shall not in the aggregate have Net Tangible Assets
         greater than 15% of the Company's Consolidated Net Tangible Assets, and
         (iii) prior to the Release Date, such Restricted Subsidiary becomes an
         Unrestricted Subsidiary (as defined in the Deed


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<PAGE>


         of Trust) under the Deed of Trust; provided, however, that for the
         purposes of this Section 1009, (1) the Company's Consolidated Net
         Tangible Assets shall also include the aggregate Net Tangible Assets of
         such Subsidiary or Person and all other Unrestricted Subsidiaries and
         (2) Excluded Assets shall be excluded from the calculation of Net
         Tangible Assets and Consolidated Net Tangible Assets.

                  (b) The Board of Directors may not designate (1) any
         Unrestricted Subsidiary as a Restricted Subsidiary or (2) prior to the
         Release Date, any Person that is to become a Subsidiary as a Restricted
         Subsidiary, unless:

                           (A) such Unrestricted Subsidiary or such Person is
                  incorporated or organized in Canada or a Province or territory
                  thereof, or in the United States or any State thereof or the
                  District of Columbia;

                           (B) immediately before and after giving effect to
                  such designation, no Default or Event of Default shall have
                  occurred and be continuing; and

                           (C) prior to the Release Date, such Unrestricted
                  Subsidiary or such Person becomes a "Designated Subsidiary"
                  under the Deed of Trust.

                  (c) Nothing is this Section 1009 shall restrict or limit the
         Company or any Restricted Subsidiary from transferring any asset that
         is an Excluded Asset to any Unrestricted Subsidiary or any Person that
         is to become an Unrestricted Subsidiary.

                  SECTION 1010. LIMITATION ON SECURED DEBT.

                  On or after the Release Date, the Company shall not, and the
Company shall not permit any of its Restricted Subsidiaries to, create, assume,
incur or guarantee any Secured Debt unless and for so long as the Company
secures the Securities equally and ratably with (or prior to) such Secured Debt.
However, the Company may incur Secured Debt without securing the Securities if,
immediately after incurring the Secured Debt, the aggregate amount of all
Secured Debt plus the aggregate amount of Attributable Debt then outstanding
pursuant to Sale and Leaseback Transactions would not exceed 15% of the
Company's Consolidated Net Tangible Assets. The aggregate amount of all Secured
Debt in the preceding sentence excludes Secured Debt which is secured equally
and ratably with the Securities and Secured Debt that is being repaid
concurrently. Any Lien which is granted to secure the Securities under this
Section 1010 shall be discharged at the same time as the discharge of the Lien
securing the Secured Debt that gave rise to the obligation to secure the
Securities under this Section 1010.

                  SECTION 1011. LIMITATION ON SALE AND LEASEBACK TRANSACTIONS.

                  On or after the Release Date, the Company shall not permit,
and shall not permit any Restricted Subsidiary to, enter into any Sale and
Leaseback Transaction, unless either (a) immediately thereafter, the sum of (1)
the Attributable Debt to be outstanding pursuant to such Sale and Leaseback
Transaction and all other Sale and Leaseback Transactions entered into by the
Company or a Restricted Subsidiary on or


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<PAGE>


after the Release Date (or, in the case of a Restricted Subsidiary, the date on
which it became a Restricted Subsidiary, if on or after the Release Date) and
(2) the aggregate amount of all Secured Debt, excluding Secured Debt which is
secured equally and ratably with the Securities, would not exceed 15% of the
Company's Consolidated Net Tangible Assets, or (b) an amount equal to the
greater of the net proceeds to the Company or a Restricted Subsidiary from such
sale and the Attributable Debt to be outstanding pursuant to such Sale and
Leaseback Transaction is used within 180 days to retire Debt of the Company or a
Restricted Subsidiary, provided that such retirement of Debt complies with all
other conditions of this Indenture and, provided further that in no event shall
the Company be required on or prior to the Fifth Anniversary to retire
Securities pursuant to this Section 1011 that have an aggregate principal amount
in excess of 25% of the original aggregate principal amount of the Securities,
and provided further that, promptly after the Fifth Anniversary, the Company
will retire any Securities that would have been retired under this Section 1011
but for the foregoing proviso. However, Debt which is subordinate to the
Securities or which is owed to the Company or a Restricted Subsidiary may not be
retired.

                  SECTION 1012. LIMITATION ON RESTRICTED SUBSIDIARY DEBT.

                  On or after the Release Date, the Company will not permit any
Restricted Subsidiary to, directly or indirectly, create, incur, assume or
suffer to exist any Debt (other than Debt to the extent that the Securities are
secured equally and ratably with (or prior to) such Debt), unless (1) the
obligations of the Company under the Securities are guaranteed (which guarantee
may be on an unsecured basis) by such Restricted Subsidiary such that the claim
of the Trustee on behalf of the Holders of the Securities under such guarantee
ranks prior to or pari passu with such Debt or (2) after giving effect to the
incurrence of such Debt and the application of the proceeds therefrom, the sum
of (without duplication) (x) the aggregate principal amount of Debt (other than
Exempted Secured Debt) of all Restricted Subsidiaries, (y) the then outstanding
principal amount of Secured Debt of the Company (not on a Consolidated basis)
and (z) Attributable Debt relating to then outstanding Sale and Leaseback
Transactions, would not exceed 15% of Consolidated Net Tangible Assets of the
Company; provided, however, that this restriction will not apply to, and there
will be excluded from, any calculation hereunder, (A) Debt owing by a Restricted
Subsidiary to the Company or to another Restricted Subsidiary and (B) Debt
secured by Liens that would otherwise be permitted under clauses (i) and (vii)
to (xiii) of Section 1008, provided, further, that this restriction will not
prohibit the incurrence of Debt in connection with any extension, renewal or
replacement (including successive extensions, renewals or replacements), in
whole or in part, of any Debt of the Restricted Subsidiaries (provided that the
principal amount of such Debt immediately prior to such extension, renewal or
replacement is not increased).

                  SECTION 1013. PROVISION OF FINANCIAL INFORMATION.

                  (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


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<PAGE>


         may be required to file with the Commission pursuant to Section 13(a),
         13(c) or 15(d) of the Exchange Act.

                  (b) If the Company is not required to file with the Commission
         such reports and other information referred to in Section 1013(a), the
         Company shall furnish without cost to each Holder of the Securities and
         file with the Trustee (i) within 110 days after the end of each fiscal
         year, audited year-end financial statements prepared in accordance with
         GAAP and substantially in the form prescribed by applicable Canadian
         regulatory authorities for Canadian public reporting companies (whether
         or not the Company is a public reporting company at the time), (ii)
         within 60 days after the end of each of the first three fiscal quarters
         of each fiscal year, unaudited quarterly financial statements prepared
         in accordance with GAAP and substantially in the form prescribed by
         applicable Canadian regulatory authorities for Canadian public
         reporting companies (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.

                  SECTION 1014. PAYMENT OF ADDITIONAL AMOUNTS.

                  All payments made by the Company under or with respect to the
Securities will be made free and clear of and without withholding or deduction
for or on account of any present or future tax, duty, levy, impost, assessment
or other governmental charge imposed or levied by or on behalf of the Government
of Canada or of any province or territory thereof or by any authority or agency
therein or thereof having power to tax (hereinafter "Taxes"), unless the Company
is required to withhold or deduct Taxes by law or by the interpretation or
administration thereof. If the Company is so required to withhold or deduct any
amount for or on account of Taxes from any payment made under or with respect to
the Securities, the Company will pay as interest such additional amounts
("Additional Amounts") as may be necessary so that the net amount received by
each Holder (including Additional Amounts) after such withholding or deduction
will not be less than the amount the Holder would have received if such Taxes
had not been withheld or deducted; provided that no Additional Amounts will be
payable with respect to a payment made to a Holder (an "Excluded Holder") (i)
with which the Company does not deal at arm's length (within the meaning of the
Income Tax Act (Canada)) at the time of making such payment or (ii) which is
subject to such Taxes by reason of its being connected with Canada or any
province or territory thereof otherwise than by the acquisition or mere holding
of Securities or the receipt of payments thereunder or the enforcement of rights
with respect to the Collateral Documents, (iii) if the Securities are presented
for payment more than 15 days after the date on which such payment or such
Securities became due and payable or the date on which such payment thereof is
duly provided for, whichever is later (except to the extent that the Holder
would have been entitled to Additional Amounts had the Securities been presented
on the last day of such 15-day period) or (iv) to the extent that such
withholding is imposed on a payment to a Holder who is an individual pursuant to
European Union Directive 2004/48/EC on the taxation of savings or any law
implementing or complying with, or introduced in order to conform to, such
Directive. The Company will also (i) make such


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<PAGE>


withholding or deduction and (ii) remit the full amount deducted or withheld to
the relevant authority in accordance with applicable law. Upon the written
request of a Holder of Securities, the Company will furnish, as soon as
reasonably practicable, to such Holder of Securities certified copies of tax
receipts evidencing such payment by the Company. The Company will indemnify and
hold harmless each Holder (other than to the extent the Holder is an Excluded
Holder) and upon written request of any Holder of Securities (other than to the
extent the Holder is an Excluded Holder) reimburse such Holder for the amount of
(i) any such Taxes so levied or imposed and paid by such Holder as a result of
any failure of the Company to withhold, deduct or remit to the relevant tax
authority, on a timely basis, the full amounts required under applicable law;
and (ii) any such Taxes so levied or imposed with respect to any reimbursement
under the foregoing clause (i), so that the net amount received by such Holder
after such reimbursement would not be less than the net amount such Holder would
have received if such Taxes on such reimbursement had not been imposed.

                  At least 30 days prior to each date on which any payment under
or with respect to the Securities is due and payable, if the Company will be
obligated to pay Additional Amounts with respect to such payment, the Company
will deliver to the Trustee an Officers' Certificate stating the fact that such
Additional Amounts will be payable, the amounts so payable and will set forth
such other information necessary to enable the Trustee, on behalf of the
Company, to pay such Additional Amounts to Holders on the payment date. Whenever
in this Indenture there is mentioned, in any context, the payment of principal
(and premium, if any), Redemption Price, Change in Control Purchase Price,
interest or any other amount payable under or with respect to any Security such
mention shall be deemed to include mention of the payment of Additional Amounts
provided for in this Section to the extent that, in such context, Additional
Amounts are, were or would be payable in respect thereof pursuant to the
provisions of this Section and express mention of the payment of Additional
Amounts (if applicable) in any provisions hereof shall not be construed as
excluding Additional Amounts in those provisions hereof where such express
mention is not made (if applicable).

                  The obligations of the Company under this Section 1014 shall
survive the termination of this Indenture and the payment of all amounts under
or with respect to the Securities.

                  SECTION 1015. STATEMENT AS TO COMPLIANCE.

                  The Company will deliver to the Trustee, within 120 days after
the end of each fiscal year ending after the date hereof (or within such shorter
time period as may be required by the Trust Indenture Act) and otherwise upon
the demand of the Trustee, a brief certificate of its principal executive
officer, principal financial officer or principal accounting officer stating
whether, to such officer's knowledge, the Company is in compliance with all
covenants and conditions to be complied with by it under this Indenture and,
prior to the Release Date, the Collateral Documents. For purposes of this
Section 1015, such compliance shall be determined without regard to any period
of grace or requirement of notice under this Indenture or the Collateral
Documents.


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<PAGE>

                  When a Default has occurred and is continuing or if the
Trustee, any Holder or the trustee for or the holder of any other evidence of
Debt of the Company or any Restricted Subsidiary gives any notice or takes any
other action with respect to a claimed default (other than with respect to Debt
in the principal amount of less than Cdn$10,000,000), the Company shall deliver
to the Trustee an Officers' Certificate specifying such Default, notice or other
action within 10 Business Days of its occurrence.

                  The Company shall furnish to the Trustee, upon the demand of
the Trustee, evidence, in the form required by the Trustee, of any action
required or permitted to be taken by the Company under this Indenture.

                  SECTION 1016. SUBORDINATION ARRANGEMENTS

                  (i) At the time this Indenture is entered into, each of the
         Company, the Restricted Subsidiaries, the Trustee and the Subordinated
         Debenture Trustee shall have entered into the Subordination Agreement.

                  (ii) The Company and any Restricted Subsidiaries, to the
         extent any of them is an obligor under Inter-Company Deeply
         Subordinated Debt or Inter-Company Subordinated Debt from time to time,
         will hold in trust for the benefit of the Trustee and the Holders the
         rights and benefits of the provisions substantially in the form of
         Exhibits A and B hereto, which provisions shall be incorporated into
         agreements or instruments evidencing Inter-Company Deeply Subordinated
         Debt and Inter-Company Subordinated Debt, respectively.

                  (iii) For greater certainty, notwithstanding the provisions of
         any Inter-Company Deeply Subordinated Debt, any Inter-Company
         Subordinated Debt, any provisions thereof as may be incorporated in any
         document, the Subordination Agreement or any other agreement pursuant
         to which the Trustee or the Holders are or may become entitled to
         receive from holders of subordinated indebtedness of the Company
         payments by way of turn-over ("subordination documents"), neither the
         Trustee nor the Holders shall collect, claim any right to collect,
         accept or receive any amounts (the "turnover amounts"), whether in
         cash, property or otherwise, pursuant to any subordination document
         unless a Default or Event of Default shall have occurred and be
         continuing. In the event that notwithstanding the provisions of this
         Section 1016(iii), the Holders or the Trustee shall receive or collect
         any turnover amounts, such turnover amounts shall be received and held
         in trust for and shall be paid over to such holders of subordinated
         indebtedness or the liquidating agent or other Person who shall have
         made such payment on their behalf under the subordination documents.
         Any such turnover amounts received by the Trustee or any Holder which
         the Trustee or such Holder is required to pay over to such holders of
         subordinated indebtedness or the liquidating agent or other Person who
         shall have made such payment on their behalf shall in no circumstances
         be deemed to be a payment on account of the Securities.


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<PAGE>


                  SECTION 1017. WAIVER OF CERTAIN COVENANTS.

                  The Company may omit in any particular instance to comply with
any covenant or condition set forth in Sections 1005 through 1013 if, before or
after the time for such compliance, the Holders of a majority in principal
amount of the Securities at the time Outstanding shall, by Act of such Holders,
waive such compliance in such instance with such covenant or condition, but no
such waiver shall extend to or affect such covenant or condition 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 condition shall remain in full force and effect.

                  SECTION 1018. RELEASE OF SECURITY.

                  (a) In the event that (i) on a pro forma basis giving effect
         to the release of the security for the Securities and any other Debt of
         the Company with similar release provisions, (A) no Debt of the Company
         would be outstanding and (B) there would be no availability to the
         Company under any bank credit facilities, operating credit facilities
         or swap agreements, in the case of each of (A) and (B) that is or are
         secured by a Lien of the Pledge Agreement or any Collateral Document or
         any other Lien on the Deed of Trust Collateral, (ii) the ratings
         assigned to the Securities by at least two of the three Rating Agencies
         are Investment Grade Ratings, (iii) no Default or Event of Default has
         occurred and is continuing under this Indenture, and (iv) RCCI or, if a
         Successor Entity exists, such Successor Entity shall either, at the
         Company's option, (A) assume as co-obligor, by supplemental indenture,
         all of the obligations of the Company under the Securities and this
         Indenture or (B) guarantee the obligations of the Company under the
         Securities and this Indenture on a senior unsecured basis, then,
         without the consent of the Holders, the Company may permanently
         terminate the Lien of the Pledge Agreement or any Collateral Document
         and any other Lien on the Deed of Trust Collateral. On the Release
         Date, the provisions of Article Twelve of this Indenture shall
         terminate and have no further force or effect.

                  (b) The Company shall notify the Rating Agencies and the
         Trustee in writing of its intention to exercise its option to release
         the collateral at least 45 days prior to the proposed date of such
         release (the "Release Date"). In order to effect the release of the
         security, on the proposed Release Date the Company shall deliver to the
         Trustee an Officers' Certificate stating that (A) each of the
         conditions specified above has been satisfied and (B) the Company has
         not been notified by the Rating Agencies that the ratings assigned to
         the Securities will be downgraded as a result of the release of the
         security such that the ratings assigned to the Securities by at least
         two of the three Rating Agencies will be below Investment Grade. Such
         Officers' Certificate shall be dated on, or not more than one day prior
         to, the Release Date.

                  (c) As soon as practicable after the occurrence of the Release
         Date, the Trustee will, upon Company Order and at the Company's
         expense, (i) return to the Company all Collateral in the Trustee's
         possession as shall not have been sold


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<PAGE>


         or otherwise applied pursuant to the terms of the Lien of the Pledge
         Agreement and any Collateral Document and any other Lien on the Deed of
         Trust Collateral and (ii) promptly execute and deliver further
         instruments and documents, and take all further actions, that may be
         necessary or desirable, or that the Company may reasonably request, in
         order to evidence the termination of the Lien of the Pledge Agreement
         and any Collateral Document and any other Lien on the Deed of Trust
         Collateral. As soon as practicable after the Release Date, but in no
         event later than five days after such Release Date, the Company shall
         cause a notice of the occurrence of such Release Date to be sent to (i)
         the Dow Jones News Service or similar business news service in the
         United States and (ii) the Canada NewsWire Ltd. service or similar
         business news wire service in Canada.

                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

                  SECTION 1101. RIGHT OF REDEMPTION.

                  (a) The Securities may be redeemed, at the election of the
         Company, as a whole or from time to time in part, at any time, subject
         to the conditions and at the Redemption Price specified in the form of
         Security set forth in Article Two herein, together with accrued
         interest to the Redemption Date.

                  (b) If, as a result of any change in, or amendment to, the
         laws (or any regulations promulgated thereunder) of Canada (or any
         political subdivision or taxing authority thereof or therein), or any
         change in, or amendment to, any official position regarding the
         application or interpretation of such laws or regulations, which change
         or amendment is announced or becomes effective on or after March 8,
         2004, the Company has become or would become obligated to pay, on the
         next date on which any amount would be payable under or with respect to
         the Securities, any Additional Amounts in accordance with Section 1014
         hereof, then the Company may, at its option, redeem the Securities, as
         a whole but not in part, at a redemption price equal to 100% of their
         principal amount, together with interest accrued thereon to the
         Redemption Date; provided that the Company determines, in its business
         judgment, that the obligation to pay such Additional Amounts cannot be
         avoided by the use of reasonable measures available to the Company not
         including substitution of the obligor under the Securities.

                  SECTION 1102. APPLICABILITY OF ARTICLE.

                  Redemption of Securities at the election of the Company or
otherwise, as permitted or required by any provision of this Indenture, shall be
made in accordance with such provision and this Article.

                  SECTION 1103. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

                  The election of the Company to redeem the Securities pursuant
to Section 1101 shall be evidenced by a Board Resolution. In case of any
redemption at the election of the Company, the Company shall, at least 60 days
prior to the Redemption Date fixed


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<PAGE>


by it (unless a shorter notice period shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date and of the principal amount of
Securities to be redeemed.

                  SECTION 1104. SELECTION BY TRUSTEE OF SECURITIES TO BE
REDEEMED.

                  If less than all the Securities are to be redeemed, the
particular Securities or portions thereof to be redeemed shall be selected not
more than 60 days and not less than 30 days prior to the Redemption Date by the
Trustee, from the Outstanding Securities not previously called for redemption,
on a pro rata basis, and the amounts to be redeemed may be equal to U.S.$1,000
or any integral multiple thereof.

                  The Trustee shall promptly notify the Company and the Security
Registrar in writing of the Securities selected for redemption and, in the case
of any Securities selected for partial redemption, the principal amount thereof
to be redeemed.

                  For all purposes of this Indenture, unless the context
otherwise requires, all provisions relating to redemption of Securities shall
relate, in the case of any Security redeemed or to be redeemed only in part, to
the portion of the principal amount of such Security which has been or is to be
redeemed.

                  SECTION 1105. NOTICE OF REDEMPTION.

                  Notice of redemption shall be given by first-class mail,
postage prepaid, mailed not less than 30 nor more than 60 days prior to the
Redemption Date, to each Holder of Securities to be redeemed, at its address
appearing in the Security Register.

                  All notices of redemption shall state:

                  (a) the Redemption Date;

                  (b) the Redemption Price;

                  (c) if less than all Outstanding Securities are to be
         redeemed, the identification (and, in the case of a Security to be
         redeemed in part, the principal amount) of the particular Securities to
         be redeemed;

                  (d) that on the Redemption Date the Redemption Price will
         become due and payable upon each such Security, and that interest
         thereon shall cease to accrue on and after said date; and

                  (e) the place or places where such Securities are to be
         surrendered for payment of the Redemption Price.

                  Notice of redemption of Securities to be redeemed at the
election of the Company shall be given by the Company or, at its request, by the
Trustee in the name and at the expense of the Company.

                  SECTION 1106. DEPOSIT OF REDEMPTION PRICE.


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<PAGE>

                  On or prior to any Redemption Date, the Company shall deposit
or cause to be deposited with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money in same day funds (or New York
Clearing House funds if such deposit is made prior to the applicable Redemption
Date) sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.

                  SECTION 1107. SECURITIES PAYABLE ON REDEMPTION DATE.

                  Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender
of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price together with
accrued interest to the Redemption Date; provided, however, that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such on the relevant Regular Record Dates according to
the terms and the provisions of Section 309.

                  If any Security called for redemption shall not be so paid
upon surrender thereof for redemption, the principal thereof (and premium, if
any, thereon) shall, until paid, bear interest from the Redemption Date at the
rate borne by such Security.

                  SECTION 1108. SECURITIES REDEEMED IN PART.

                  Any Security which is to be redeemed only in part shall be
surrendered at the office or agency of the Company maintained for such purpose
pursuant to Section 1002 (with, if the Company, the Security Registrar or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Company, the Security Registrar or the Trustee duly
executed by, the Holder thereof or its attorney duly authorized in writing), and
the Company shall execute, and, upon Company Order, the Trustee shall
authenticate and deliver to the Holder of such Security, without service charge,
a replacement Security or Securities, of any authorized denomination as
requested by such Holder in aggregate principal amount equal to and in exchange
for the unredeemed portion of the principal of the Security so surrendered.

                  SECTION 1109. EFFECT OF CHANGE IN CONTROL PURCHASE NOTICE.

                  Upon receipt by the Company of the Change in Control Purchase
Notice specified in Section 516(b), the Holder of the Security in respect of
which such Change in Control Purchase Notice was given shall (unless such Change
in Control Purchase Notice is withdrawn as specified in the following two
paragraphs of this Section) thereafter be entitled to receive solely the Change
in Control Purchase Price with respect to such Security. Such Change in Control
Purchase Price shall be paid to such Holder upon the

                                       94
<PAGE>


later of (a) the first Business Day following the Change in Control Purchase
Date (provided the conditions in Section 516(b) have been satisfied) and (b) the
time of delivery of the Security to the Paying Agent at the office of the Paying
Agent or to the office or agency referred to in Section 1002 by the Holder
thereof in the manner required by Section 516(b).

                  A Change in Control Purchase Notice may be withdrawn before or
after delivery by the Holder to the Paying Agent at the office of the Paying
Agent of the Security to which such Change in Control Purchase Notice relates,
by means of a written notice of withdrawal delivered by the Holder to the Paying
Agent at the office of the Paying Agent or to the office or agency referred to
in Section 1002 to which the related Change in Control Purchase Notice was
delivered at any time prior to the close of business on the Change in Control
Purchase Date specifying, as applicable:

                           (1) the certificate number of the Security in respect
                  of which such notice of withdrawal is being submitted,

                           (2) the principal amount of the Security (which shall
                  be U.S.$1,000 or an integral multiple thereof) with respect to
                  which such notice of withdrawal is being submitted, and

                           (3) the principal amount, if any, of such Security
                  (which shall be U.S.$1,000 or an integral multiple thereof)
                  that remains subject to the original Change in Control
                  Purchase Notice and that has been or will be delivered for
                  purchase by the Company.

                  The Paying Agent will promptly return to the respective
Holders thereof any Securities with respect to which a Change in Control
Purchase Notice has been withdrawn in compliance with this Indenture.

                  SECTION 1110. DEPOSIT OF CHANGE IN CONTROL PURCHASE PRICE.

                  No later than 11:00 a.m. (New York time) on the Business Day
following the Change in Control Purchase Date the Company shall deposit or cause
to be deposited with the Paying Agent (or, if the Company is acting as the
Paying Agent, shall segregate and hold in trust as provided in Section 1003) an
amount of cash sufficient to pay the aggregate Change in Control Purchase Price
of all the Securities or portions thereof that are to be purchased as of the
Change in Control Purchase Date.

                  SECTION 1111. SECURITIES PURCHASED IN PART.

                  Any Security that is to be purchased only in part shall be
surrendered to the Paying Agent at the office of the Paying Agent or to the
office or agency referred to in Section 1002 (with, if the Company or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or such Holder's attorney duly authorized in writing) and the Company
shall execute and, upon Company Order, the Trustee shall authenticate and
deliver to the Holder of such Security, without service charge, a replacement
Security or


                                       95
<PAGE>


Securities, of any authorized denomination as requested by such Holder in an
aggregate principal amount equal to, and in exchange for, the principal amount
of the Security so surrendered that is not purchased.

                  SECTION 1112. REPAYMENT TO THE COMPANY.

                  As provided in Section 1003, the Trustee and the Paying Agent
shall return to the Company any cash that remains unclaimed, together with
interest or dividends, if any, thereon (subject to the provisions of Section
607), held by them for the payment of the Change in Control Purchase Price;
provided, however, that, to the extent that the aggregate amount of cash
deposited by the Company pursuant to Section 1110 exceeds the aggregate Change
in Control Purchase Price of the Securities or portions thereof to be purchased,
then the Trustee shall hold such excess for the Company and promptly after the
Business Day following the Change in Control Purchase Date the Trustee shall
upon demand return any such excess to the Company together with interest or
dividends, if any, thereon (subject to the provisions of Section 607).

                                 ARTICLE TWELVE
                               SECURITY DOCUMENTS

                  The provisions of this Article Twelve shall continue in effect
until the occurrence of the Release Date, at which time they shall terminate and
have no further force or effect.

                  SECTION 1201. PLEDGE AGREEMENT.

                  As general and continuing collateral security for the due
repayment and satisfaction of all present and future indebtedness, liabilities
and obligations of any kind whatsoever, under, in connection with or relating to
this Indenture, including without limitation, the Securities and any ultimate
unpaid balance thereof and to secure the due performance of all of the other
present and future obligations of the Company to the Trustee (including
obligations under Section 607 of this Indenture) and the Holders of the
Securities under this Indenture and the Securities, the Company has assigned,
deposited with and pledged the Trust Bond to the Trustee pursuant to the Pledge
Agreement. The Company covenants and agrees that it has full right, power and
lawful authority to grant, bargain, sell, release, convey, hypothecate, assign,
mortgage, pledge, transfer and confirm the property constituting the Trust
Estate, in the manner and form done in the Pledge Agreement or intended to be
done, free and clear of all liens, pledges, charges and encumbrances whatsoever,
and that (a) it will forever warrant and defend the title to the same against
the claims of all persons whatsoever, (b) it will execute, acknowledge and
deliver to the Trustee such further assignments, transfers, assurances or other
instruments as the Trustee may require or request, and (c) it will do or cause
to be done all such acts and things as may be necessary or proper, or as may be
required by the Trustee, to assign and confirm to the Trustee the Trust Estate,
or any part thereof, as from time to time constituted, so as to render the same
available for the security and benefit of this Indenture and of the Securities.
The Company further covenants and agrees that the


                                       96
<PAGE>


Pledge Agreement creates the direct and valid first lien on the Trust Bond which
it purports to create.

                  SECTION 1202. RECORDING.

                  The Company will cause, at its own expense, this Indenture,
the Pledge Agreement, the Deed of Trust and any other Collateral Document, and
all amendments or supplements thereto, to be registered, recorded and filed
and/or re-recorded and/or re-filed and/or renewed in such manner and in such
place or places, if any, as may be required by law in order fully to preserve
and protect the Liens of the Collateral Documents and all parts of the Trust
Estate and to effectuate and preserve the security of the Holders and all rights
of the Trustee.

                  The Company shall furnish to the Trustee:

                  (i) promptly after the execution and delivery of this
         Indenture or other instrument of further assurance, an Opinion of
         Counsel stating that, in the opinion of such counsel, this Indenture,
         the Pledge Agreement and all other instruments of further assurance
         have been properly recorded, registered and filed to the extent
         necessary to make effective the Lien intended to be created by the
         Pledge Agreement, and reciting the details of such action or referring
         to prior Opinions of Counsel in which such details are given, and
         stating that all statements have been executed and filed that are
         necessary fully to preserve and protect the rights of the Holders and
         the Trustee hereunder and under the Pledge Agreement, or stating that,
         in the opinion of such counsel, no such action is necessary to make
         such Lien effective; and

                  (ii) by November 15 in each year beginning with the year 2004,
         an Opinion of Counsel, dated as of such date, either stating that, in
         the opinion of such Counsel, such action has been taken with respect to
         the recording, registering, filing, re-recording, re-registering and
         re-filing of this Indenture, the Pledge Agreement and of all
         supplemental indentures, financing statements, continuation statements
         or other instruments of further assurances as is necessary to maintain
         the Lien of the Pledge Agreement and reciting the details of such
         action or referring to prior Opinions of Counsel in which such details
         are given, and stating that all financing statements and continuation
         statements have been executed and filed that are necessary fully to
         preserve and protect the rights of the Holders and the Trustee
         hereunder and under the Pledge Agreement, or stating that, in the
         opinion of such counsel, no such action is necessary to maintain such
         Lien.

                  SECTION 1203. CUSTODY OF TRUST ESTATE.

                  The Trustee shall hold in its possession the Trust Bond
constituting the Trust Estate, except as from time to time any documents or
instruments may be required for recordation or re-recordation or other actions,
suits or proceedings relating to the Trust Estate, or for the purpose of
enforcing or realizing upon any right or value thereby


                                       97
<PAGE>


represented. The Trustee may, from time to time, in its sole discretion, for the
purpose of convenient location of the Trust Bond, appoint one or more agents to
hold physical custody, for the account of the Trustee, of the Trust Bond.

                  SECTION 1204. SUITS TO PROTECT THE TRUST ESTATE.

                  The Trustee shall have power to institute and to maintain such
suits and proceedings as it may deem expedient to prevent any impairment of the
Trust Estate by any acts which may be unlawful or in violation of the Pledge
Agreement or this Indenture, and such suits and proceedings as the Trustee may
deem expedient to preserve or protect its interests and the interests of the
Holders in the Trust Estate and in the principal, interest, issues, profits,
rents, revenues and other income arising therefrom, including power to institute
and maintain suits or proceedings to restrain the enforcement of or compliance
with any legislative or other governmental enactment, rule or order that may be
unconstitutional or otherwise invalid, if the enforcement of, or compliance
with, such enactment, rule or order would impair the security hereunder or be
prejudicial to the interests of the Holders or the Trustee. The Trustee shall
also have authority to exercise any rights or powers conferred on the Trustee,
as the holder of the Trust Bond, under the Deed of Trust.

                  SECTION 1205. RELEASE UPON TERMINATION OF THE COMPANY'S
OBLIGATIONS.

                  (a) In the event that the Company delivers an Officers'
         Certificate certifying that all Indenture Obligations have been
         satisfied and discharged by complying with the provisions of Article
         Four, the Trustee shall deliver to the Deed Trustee a notice stating
         that the Trustee, on behalf of the Holders, disclaims and gives up any
         and all rights it has in or to the Trust Bond and the Deed of Trust
         Collateral, and any rights it has under the Collateral Documents, and,
         upon and after the receipt by the Deed Trustee of such notice, the
         Trustee shall return the Trust Bond to the Deed Trustee for
         cancellation, and the Deed Trustee shall not be deemed to hold any Deed
         of Trust Collateral on behalf of the Trustee for the benefit of the
         Holders.

                  (b) Any release of any portion of the Trust Bond or the Deed
         of Trust Collateral made strictly in compliance with the provisions of
         this Section 1205 shall not be deemed to impair the Liens on the Trust
         Bond or the Deed of Trust Collateral created by the Collateral
         Documents in contravention of the provisions of this Indenture.

                                      * * *


                                       98
<PAGE>


                  This Indenture may be signed in any number of counterparts
with the same effect as if the signatures to each counterpart were upon a single
instrument, and all such counterparts together shall be deemed an original of
this Indenture.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed all as of the day and year first above written.

                                               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


                                             JPMORGAN CHASE BANK



                                             By: /s/ Rosa Ciaccia
                                                -----------------------------
                                                Name:  Rosa Ciaccia
                                                Title: Trust Officer


                                       99
<PAGE>
                                                                       EXHIBIT A


              PROVISIONS FOR INTER-COMPANY DEEPLY SUBORDINATED DEBT


1.1      Terms defined in the Indenture in respect of the 5.500% Senior
         (Secured) Second Priority Notes due 2014 dated as of March 11, 2004
         (the "Indenture") between Rogers Cable Inc. (the "Company") and
         JPMorgan Chase Bank, as trustee (the "Trustee") and used herein have
         the meanings attributed to such terms in the Indenture. As used herein,
         the term "Relevant Obligor" means the obligor creating, incurring,
         assuming or suffering to exist any Inter-Company Deeply Subordinated
         Debt. The term "Obligor" means any of the Company and any Restricted
         Subsidiary.

2.1      DEFINITION OF SENIOR INDEBTEDNESS. "Senior Indebtedness" means at any
         date all indebtedness under the Securities and the Indenture
         (including, without limitation, all amounts payable pursuant to Section
         607 of the Indenture, principal, interest, Additional Amounts, premium,
         fees, penalties, indemnities and "post-petition interest" in
         bankruptcy).

2.2      AGREEMENT TO SUBORDINATE. The indebtedness evidenced by this agreement
         shall constitute Inter-Company Deeply Subordinated Debt and the
         Relevant Obligor and the relevant creditor who is owed such
         indebtedness (the "Relevant Creditor") agree that such indebtedness
         (including, without limitation, principal, interest, premium, fees,
         penalties, indemnities and "post-petition interest" in bankruptcy) is
         subordinate and junior in right of payment, to the extent and in the
         manner provided in this Section 2, to the prior payment in full of all
         Senior Indebtedness.

                  The Relevant Obligor agrees to hold the benefit of these
provisions as incorporated in this agreement or this instrument as trustee for
and on behalf of the Trustee and the Holders of the Securities and the Relevant
Obligor shall be a party to the agreement or instrument in such capacity and
shall give the Relevant Creditor (and the Relevant Obligor on its own behalf)
one dollar as valuable consideration in respect of the agreements given to it in
such capacity as trustee.

                  The provisions of this Section 2 are for the benefit of the
holders from time to time of Senior Indebtedness, and such holders are hereby
made obligees hereunder to the same extent as if their names were written herein
as such, and they (collectively or singly) may proceed to enforce such
provisions.

2.3      LIQUIDATION; DISSOLUTION; BANKRUPTCY. (a) Upon any distribution of
         assets of the Relevant Obligor to creditors or upon a liquidation or
         dissolution or winding-up of the Relevant Obligor or in a bankruptcy,
         arrangement, liquidation, reorganization, insolvency, receivership or
         similar case or proceeding relating to the Relevant Obligor or its
         property or other marshalling of assets of the Relevant Obligor:

                  (i)      the holders of Senior Indebtedness shall be entitled
                           to receive payment in full of all Senior Indebtedness
                           before the Relevant Creditor shall be


<PAGE>

                           entitled to receive any payment of principal of or
                           interest on, or any other amount owing in respect of,
                           the indebtedness evidenced by this agreement or
                           instrument;

                  (ii)     until payment in full of all Senior Indebtedness, any
                           distribution of assets of any kind or character to
                           which the Relevant Creditor would be entitled but for
                           this Section 2 shall be paid by the Relevant Obligor
                           or by any receiver, trustee in bankruptcy,
                           liquidating trustee, agents or other Persons making
                           such payment or distribution to, or if received by
                           the Relevant Creditor shall be held for the benefit
                           of and shall be forthwith paid or delivered to, the
                           holders of Senior Indebtedness, as their interests
                           may appear; and

                  (iii)    in the event that, notwithstanding the foregoing, any
                           payment or distribution of assets of the Relevant
                           Obligor of any kind or character, whether in cash,
                           property or securities, shall be received by the
                           Relevant Creditor before all Senior Indebtedness is
                           paid in full, such payment or distribution shall be
                           held in trust for the benefit of and shall be paid
                           over to the holders of Senior Indebtedness, as their
                           interests may appear, for application to the payment
                           of all Senior Indebtedness until all Senior
                           Indebtedness shall have been paid in full after
                           giving effect to any concurrent payment or
                           distribution to the holders of Senior Indebtedness in
                           respect of such Senior Indebtedness.

                  For purposes hereof, the words "cash, property or securities"
shall be deemed not to include securities of the Relevant Obligor or any other
Person provided for by a plan of reorganization or readjustment, the payment of
which is subordinated at least to the extent provided herein with respect to the
indebtedness evidenced by this agreement or instrument, to the payment of all
Senior Indebtedness which may at the time be outstanding; provided, however,
that (i) all Senior Indebtedness is assumed by the new Person, if any, resulting
from any such reorganization or readjustment, and (ii) the rights of the holders
of the Senior Indebtedness are not, without the consent of such holders, altered
by such reorganization or readjustment.

         (b)      If the Relevant Creditor does not file proper claims or proofs
                  of claim in the form required in a bankruptcy, reorganization,
                  insolvency, receivership or similar proceeding relating to the
                  Relevant Obligor or its property prior to 45 days before the
                  expiration of the time to file such claims, then (i) upon the
                  request of the Trustee, the Relevant Creditor shall file such
                  claims and proofs of claim in respect of the indebtedness
                  evidenced by this agreement or instrument and execute and
                  deliver such powers of attorney, assignments and proofs of
                  claim as may be directed by the Trustee to enable it to
                  enforce any and all claims upon or in respect of the
                  indebtedness evidenced by this agreement or instrument and to
                  collect and receive any and all payments or distributions
                  which may be payable or deliverable at any time upon or in
                  respect of the indebtedness evidenced by this agreement or
                  instrument, and (ii) whether or not the Trustee shall take the
                  action described in clause (i) above, the Trustee shall
                  nevertheless be deemed to have


                                       2
<PAGE>


                  such powers of attorney as may be necessary to file
                  appropriate claims and proofs of claim and otherwise exercise
                  the powers described above.

                  For purpose of this Section 2, "payment in full", with respect
to Senior Indebtedness, means the receipt on an irrevocable basis of cash in an
amount equal to the unpaid principal amount of the Senior Indebtedness and
premium, if any, and interest thereon to the date of such payment, together with
all other amounts owing with respect to such Senior Indebtedness.

2.4      SENIOR INDEBTEDNESS. (a) The Relevant Obligor shall not pay any
         principal, interest or premium on the indebtedness evidenced by this
         agreement or instrument, acquire the indebtedness evidenced by this
         agreement or instrument for cash or property other than capital stock
         of the Relevant Obligor, or make any loans, advances or extensions of
         credit to the Relevant Creditor with respect to the indebtedness
         evidenced by this agreement or instrument, or pay or acquire any
         obligation or liability upon which the Relevant Creditor is the
         obligor, and the Relevant Creditor shall not demand, accept or receive
         any payment of any principal, interest or premium on the indebtedness
         evidenced by this agreement or instrument or any such cash, property
         other than capital stock of the Relevant Obligor, loans, advances or
         extensions of credit at any time when:

                  (i)      a default in the payment of any Senior Indebtedness
                           has occurred, whether at maturity or at a date fixed
                           for prepayment or by declaration of an acceleration
                           or otherwise, and such default either (A) shall be
                           continuing or (B) shall not have been cured and shall
                           have been waived by the holders of such Senior
                           Indebtedness on the express condition that payments
                           on and acquisitions of the indebtedness evidenced by
                           this agreement or instrument by the Relevant Obligor
                           be prohibited pursuant to this clause (i); or

                  (ii)     any default (other than as described in clause (i) of
                           this Section 2.4(a)) under any agreement or
                           instrument evidencing Senior Indebtedness shall have
                           occurred and either (x) shall be continuing or (y)
                           shall not have been cured and shall have been waived
                           by the holders of such Senior Indebtedness on the
                           express condition that payments on or acquisition of
                           the indebtedness evidenced by this agreement or
                           instrument be prohibited pursuant to this clause
                           (ii); or

                  (iii)    such payment of principal, interest or premium on the
                           indebtedness evidenced by this agreement or
                           instrument, or acquisition of the indebtedness
                           evidenced by this agreement or instrument for cash or
                           property other than capital stock of the Relevant
                           Obligor would cause a Default or Event of Default
                           under the Indenture.

         (b)      If at any time when a payment on the indebtedness evidenced by
                  this agreement or instrument is due, the Relevant Obligor
                  would (but for this subsection (b)) be prohibited by Section
                  2.4(a) from making such payment, the Relevant Obligor shall
                  nonetheless be obligated to make such payment if all of the
                  holders of Senior


                                       3
<PAGE>

                  Indebtedness with respect to which any default shall have
                  occurred shall have consented thereto in writing.

         (c)      If, notwithstanding the foregoing, any payment of any kind or
                  character, whether in cash, property or otherwise, shall be
                  received by the Relevant Creditor before all Senior
                  Indebtedness is paid in full, such payment shall be held in
                  trust for the benefit of and shall be paid over to the holders
                  of Senior Indebtedness, as their interests may appear, for
                  application to the payment of all Senior Indebtedness until
                  all Senior Indebtedness shall have been paid in full after
                  giving effect to any concurrent payment to the holders of
                  Senior Indebtedness in respect of such Senior Indebtedness.

2.5      SUBROGATION. After all Senior Indebtedness is paid in full and until
         the indebtedness evidenced by this agreement or instrument is paid in
         full, the Relevant Creditor shall be subrogated to the rights of the
         holders of Senior Indebtedness. For purposes of this Section 2.5, a
         distribution made under this Section 2 to holders of Senior
         Indebtedness which otherwise would have been made to the Relevant
         Creditor, or a payment made by the Relevant Creditor to holders of
         Senior Indebtedness in respect of a turnover obligation under this
         Section 2, is not, as between the Relevant Obligor and such holder, a
         payment by the Relevant Obligor on Senior Indebtedness.

2.6      RELATIVE RIGHTS. This Section 2 defines the relative rights of the
         Relevant Creditor and the holders of Senior Indebtedness. Nothing in
         this Section 2 shall:

         (a)      impair, as between the Relevant Obligor and the Relevant
                  Creditor, the obligation of the Relevant Obligor, which is
                  absolute and unconditional, to pay the principal of and
                  interest on the indebtedness evidenced by this agreement or
                  instrument in accordance with its terms; or

         (b)      affect the relative rights of the Relevant Creditor and
                  creditors of the Relevant Obligor other than the holders of
                  Senior Indebtedness; or

         (c)      affect the relative rights of the holders of Senior
                  Indebtedness among themselves; or

         (d)      prevent the Relevant Creditor from exercising its available
                  remedies upon a default, subject to Section 2.4 hereof and the
                  rights of the holders of Senior Indebtedness to receive cash,
                  property or other assets otherwise payable to the Relevant
                  Creditor.

2.7      SUBORDINATION MAY NOT BE IMPAIRED. (a) No right of any holder of Senior
         Indebtedness to enforce the subordination of indebtedness evidenced by
         this agreement or instrument shall in any way be prejudiced or impaired
         by any act or failure to act by the Relevant Obligor or by any act or
         failure to act in good faith, by any such holder or the Trustee, or by
         any non-compliance by the Relevant Obligor with the terms, provisions
         or covenants herein, regardless of any knowledge thereof which any such
         holder or the Trustee may have or be otherwise charged with. Neither
         the subordination of the indebtedness represented by this agreement or
         instrument as herein provided nor the


                                       4
<PAGE>

         rights of the holders of Senior Indebtedness with respect hereto shall
         be affected by any extension, renewal or modification of the terms, or
         the granting of any security in respect of, any Senior Indebtedness or
         any exercise or non-exercise of any right, power or remedy with respect
         thereto.

         (a)      The Relevant Creditor agrees that all indebtedness evidenced
                  by this agreement or instrument will be unsecured by any Lien
                  upon or with respect to any property of the Relevant Obligor,
                  and that the Relevant Creditor will not permit to subsist any
                  Liens upon its claim in respect of or upon the proceeds of the
                  indebtedness represented by this agreement or instrument.

         (b)      The Relevant Creditor agrees not to exercise any offset or
                  counterclaim or similar right in respect of the indebtedness
                  evidenced by this agreement or instrument except to the extent
                  payment of such indebtedness is permitted and will not assign
                  or otherwise dispose of this agreement or instrument or the
                  indebtedness which it evidences unless the assignee or
                  acquiror, as the case may be, agrees to be bound by the terms
                  of this Section 2.

2.8      RELEVANT CREDITOR ENTITLED TO RELY. Upon any payment or distribution
         pursuant to this Section 2, the Relevant Creditor shall be entitled to
         rely (i) upon any order or decree of a court of competent jurisdiction
         in which any proceedings of the nature referred to in Section 2.3 are
         pending, (ii) upon a certificate of the liquidating trustee or agent or
         other person in such proceedings making such payment or distribution to
         the Relevant Creditor or its representative, if any, or (iii) upon a
         certificate of the Trustee or any representative (if any) of the
         holders of Senior Indebtedness 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
         Relevant Obligor, the amount thereof or payable thereon, the amount or
         amounts paid or distributed thereon and all other facts pertinent
         thereto or to this Section 2.

3.1      MISCELLANEOUS. (a) The provisions contained herein may not be amended
         or modified in any respect, nor may any of the terms or provisions
         hereof be waived, except by an instrument signed by the Relevant
         Obligor, the Relevant Creditor and the Trustee.

         (b)      The provisions contained herein shall be binding upon each of
                  the parties to this agreement or instrument and their
                  respective successors and assigns and shall inure to the
                  benefit of the Trustee and each and every holder of Senior
                  Indebtedness and their respective successors and assigns.

         (c)      The provisions contained herein shall be governed by and
                  construed in accordance with the laws of the State of New
                  York.

         (d)      The Relevant Creditor and the Relevant Obligor each hereby
                  irrevocably agrees that any suits, actions or proceedings
                  arising out of or in connection with the provisions contained
                  herein may be brought in any state or federal court sitting in
                  The City of New York or any court in the Province of Ontario
                  and submits and attorns to the non-exclusive jurisdiction of
                  each such court.


                                       5
<PAGE>

                                                                       EXHIBIT B


                 PROVISIONS FOR INTER-COMPANY SUBORDINATED DEBT


                  1. Terms defined in the Indenture in respect of the 5.500%
Senior (Secured) Second Priority Notes due 2014 dated as of March 11, 2004 (the
"Indenture") between Rogers Cable Inc. (the "Company") and JPMorgan Chase Bank,
as trustee (the "Trustee") and used herein have the meanings attributed to such
terms in the Indenture. As used herein, the term "Relevant Obligor" means the
obligor creating, incurring, assuming or suffering to exist any Inter-Company
Subordinated Debt. The term "Obligor" means any of the Company and any
Restricted Subsidiary.

                  2. The indebtedness evidenced by this agreement shall
constitute Inter-Company Subordinated Debt and the Relevant Obligor and the
relevant creditor who is owed such indebtedness (the "Relevant Creditor") agree
that the payment of the principal of (and premium, if any), and interest on such
indebtedness is expressly subordinated, to the extent and in the manner
hereinafter set forth, in right of payment to the prior payment in full of all
amounts from time to time owing to the Holders of the Securities (which amounts
are hereinafter called "Senior Secured Debt"). The Relevant Obligor agrees to
hold the benefit of these provisions as incorporated in this agreement or this
instrument as trustee for and on behalf of the Trustee and the Holders of the
Securities and the Relevant Obligor shall be a party to the agreement or
instrument in such capacity and shall give the Relevant Creditor (and the
Relevant Obligor on its own behalf) one dollar as valuable consideration in
respect of the agreements given to it in such capacity as trustee.

                  3. For purposes hereof, the words "cash, property or
securities" shall not be deemed to include securities of the Relevant Obligor or
any other Person provided for by a plan of reorganization or readjustment, the
payment of which is subordinated, at least to the extent provided herein with
respect to the indebtedness owing to the Relevant Creditor, to the payment of
all Senior Secured Debt which may at the time be outstanding; provided, however,
that (i) all Senior Secured Debt is assumed by the new Person, if any, resulting
from any such reorganization or readjustment, and (ii) the rights of the Holders
of the Securities are not, without the consent of the Holders of the Securities,
altered by such reorganization or readjustment.

                  4. Upon any distribution of assets of the Relevant Obligor or
upon any dissolution, winding up, arrangement, liquidation, reorganization,
bankruptcy, insolvency or receivership or similar proceeding relating to the
Relevant Obligor or its property or other marshalling of assets of the Relevant
Obligor

                  (a) the Holders of the Securities shall first be entitled to
         receive payment in full of all Senior Secured Debt including, without
         limitation, the principal thereof and premium, if any, and the interest
         due thereon, before the Relevant Creditor is entitled to receive any
         payment of the principal of and premium, if any, and interest on any
         Indebtedness owing to it; and

<PAGE>

                  (b) any payment or distribution of assets of the Relevant
         Obligor of any kind or character, whether in cash, property or
         securities, to which the Relevant Creditor would be entitled except for
         the provisions hereof shall be paid by the liquidating trustee or agent
         or other person making such payment or distribution, whether a trustee
         in bankruptcy, a receiver or liquidating trustee or otherwise, directly
         to the Holders of the Securities to the extent necessary to pay in full
         all Senior Secured Debt remaining unpaid after giving effect to any
         concurrent payment or distribution to the Holders of the Securities in
         respect of such Senior Secured Debt; and

                  (c) in the event that, notwithstanding the foregoing, any
         payment or distribution of assets of the Relevant Obligor of any kind
         or character, whether in cash, property or securities, shall be
         received by the Relevant Creditor before all Senior Secured Debt is
         paid in full, such payment or distribution shall be held in trust for
         the benefit of and shall be paid over to the Holders of the Securities
         for application to the payment of all Senior Secured Debt remaining
         unpaid until all Senior Secured Debt shall have been paid in full after
         giving effect to any concurrent payment or distribution to the Holders
         of the Securities in respect of such Senior Secured Debt.

                  5. Upon any payment or distribution of assets of the Relevant
Obligor referred to in this agreement or instrument, the Relevant Creditor shall
be entitled to rely (i) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 4 are
pending, (ii) upon a certificate of the liquidating trustee or agent or other
person in such proceedings making such payment or distribution to the Relevant
Creditor or its representative, if any, or (iii) upon a certificate of the
Trustee or any representative (if any) of the Holders of the Securities for the
purpose of ascertaining the identity of the Holders of the Securities and the
Trustee, the holders of other Senior Debt of the Relevant Obligor, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to the subordination contemplated by
this agreement or instrument.

                  6. Nothing contained herein is intended to or shall impair, as
between the Relevant Obligor and its creditors (other than the Holders of the
Securities as regards the Senior Secured Debt and the Relevant Creditor) the
obligation of the Relevant Obligor, which is unconditional and absolute, to pay
to the Relevant Creditor the principal of and premium, if any, and interest on
the Debt owing to the Relevant Creditor as and when the same shall become due
and payable in accordance with its terms or affect the relative rights of the
Relevant Creditor and creditors of the Relevant Obligor other than the Holders
of the Securities as regards the Senior Secured Debt, nor shall anything herein
or therein prevent the Relevant Creditor from exercising all remedies otherwise
permitted by applicable law upon default with respect to the Debt owing to the
Relevant Creditor subject to the rights, if any, herein of the Holders of the
Securities as regards the Senior Secured Debt in respect of cash, property or
securities of the Relevant Obligor received upon the exercise of any such
remedy.

                  7. Upon the maturity of any Senior Secured Debt by lapse of
time, acceleration or otherwise, then, except as hereinafter provided, all
principal of and premium, if any, and interest on all such matured Senior
Secured Debt shall first be paid in full or shall have first been duly provided
for before any payment on account of principal of or premium, if any, or
interest owing to the Relevant Creditor is made.


                                       2
<PAGE>

                  8. Upon the happening of an Event of Default with respect to
any Senior Secured Debt permitting the Holders of the Securities (or any of
them) to accelerate the maturity of the Senior Secured Debt then, unless and
until such Event of Default shall have been cured or waived or shall have ceased
to exist, no payment (including, without limitation, by purchase of the Debt
owing to the Relevant Creditor or otherwise) shall be made by the Relevant
Obligor with respect to the principal of or premium, if any, or interest on the
Indebtedness owing to the Relevant Creditor. In the event that, notwithstanding
the foregoing, the Relevant Obligor shall make any payment of principal of or
premium, if any, or interest on the Debt owing to the Relevant Creditor after
the happening of such an Event of Default, then, except as hereinafter otherwise
provided, unless and until such Event of Default shall have been cured or waived
or have ceased to exist, such payment shall be held in trust for the benefit of
and, if and when such Senior Secured Debt shall have become due and payable,
shall be paid over to the Holders of the Securities and applied to the payment
of all Senior Secured Debt remaining unpaid until all such Senior Secured Debt
shall have been paid in full.

                  9. The fact that any payment to the Relevant Creditor is
prohibited hereby shall not prevent the failure to make such payment from being
an event of default as regards such Relevant Creditor.

                  10. Nothing contained herein or in any agreement, indenture or
other instrument in respect of the Debt owing to the Relevant Creditor shall,
subject to Section 7:

                  (a) prevent the Relevant Obligor at any time from making
         payments at any time of the principal of and premium, if any, or
         interest to the Relevant Creditor on account of Inter-Company
         Subordinated Debt unless:

                           (i) Such payment is proposed to be made on or after
                  the date upon which any Event of Default or any of the events
                  described in Section 4 has occurred in circumstances where
                  notice of such proposed payment shall have been given by the
                  Relevant Creditor or the Company to the Trustee prior to the
                  happening of such Event of Default or other event; or

                           (ii) such payment would otherwise occur while any
                  proceedings in respect of the dissolution, arrangement,
                  winding up, liquidation, reorganization, bankruptcy,
                  insolvency or receivership of the Relevant Obligor are
                  pending; or

                  (b) prevent the Relevant Obligor from applying to the
         retirement of any Inter-Company Subordinated Debt the proceeds of a
         substantially concurrent issue of other Inter-Company Subordinated Debt
         or of shares of any class of the Relevant Obligor; or

                  (c) except in circumstances to which clauses (a)(i) or (ii)
         are applicable, require the Relevant Creditor to pay to the Trustee or
         the Holders of the Securities, or to repay to the Relevant Obligor, any
         amount so paid.

                  11. Unless and until written notice shall be given to the
Relevant Creditor by or on behalf of any Holder or any representative or
representatives of any Holder, including the Trustee (it being understood that
nothing herein shall create any obligation on the part of the


                                       3
<PAGE>


Trustee to give any such notice), notifying the Relevant Creditor of the
happening of an Event of Default with respect to the Senior Secured Debt or of
the existence of any other facts which would result in the making of any payment
with respect to the Debt owing to the Relevant Creditor in contravention of the
provisions hereof, the Relevant Creditor shall be entitled to assume that no
such Event of Default has occurred or that no such facts exist; and, with
respect to any monies which may at any time be received by the Relevant Creditor
in trust pursuant to any provisions hereof prior to the receipt by it of such
written notice, nothing herein shall prevent the Relevant Creditor from applying
such monies to the purposes for which the same were so received, notwithstanding
the occurrence or continuance of an Event of Default with respect to, or the
existence of such facts with respect to, the Senior Secured Debt unless the
Relevant Creditor has actual knowledge to the contrary.

                  12. (a) No right of the Trustee or any Holder as regards the
Senior Secured Debt to enforce subordination as provided herein shall at any
time in any way be prejudiced or impaired by any act or failure to act on the
part of the Relevant Obligor or by any act or failure to act, in good faith, by
any such Holder or the Trustee, or by any non-compliance by the Relevant Obligor
with the terms, provisions or covenants herein, regardless of any knowledge
thereof which any Holder or the Trustee may have or be otherwise charged with.

                  (b) The rights of the Trustee and the Holders of Securities
with respect hereto shall not be affected by any extension, renewal or
modification of the terms, or the granting of any security in respect of, any
Senior Indebtedness or any exercise or non-exercise of any right, power or
remedy with respect thereto.

                  (c) The Relevant Creditor agrees not to exercise any offset or
counterclaim or similar right in respect of the Inter-Company Subordinated Debt
except to the extent payment of such Inter-Company Subordinated Debt is
permitted and will not assign or otherwise dispose of any Inter-Company
Subordinated Debt unless the assignee or acquiror, as the case may be, agrees to
be bound by the terms hereof.

                  13. The provisions contained herein

                  (a) may not be amended or modified in any respect, nor may any
         of the terms or provisions hereof be waived, except by an instrument
         signed by the Relevant Obligor, the Relevant Creditor and the Trustee,

                  (b) shall be binding upon each of the parties hereto and their
         respective successors and assigns and shall enure to the benefit of the
         Trustee, each and every Holder of the Securities and their respective
         successors and assigns,

                  (c) shall be governed by and construed in accordance with the
         laws of the State of New York.

                  The Relevant Creditor and the Relevant Obligor each
irrevocably agree that any suits, actions or proceedings arising out of or in
connection with the provisions contained herein may be brought in any state or
federal court sitting in The City of New York or any court in the Province of
Ontario and submits and attorns to the non-exclusive jurisdiction of each such
court.


                                       4
<PAGE>

                                                                       EXHIBIT C

                            FORM OF PLEDGE AGREEMENT

                  THIS PLEDGE AGREEMENT is made as of the 11th day of March,
2004

BETWEEN:

                           ROGERS CABLE INC., a corporation incorporated under
                           the Business Corporations Act (Ontario)

                           (the "Company")

                           and

                           ROGERS CABLE COMMUNICATIONS INC., a corporation
                           incorporated under the Business Corporations Act
                           (Ontario)

                           ("RCCI")

                           and

                           JPMORGAN CHASE BANK, a New York banking corporation,
                           as trustee

                           (the "Trustee")

                  In consideration of the premises herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is hereby covenanted, agreed and acknowledged by and between
the parties hereto as follows:

1.       Reference is made to that certain indenture, of even date herewith,
         between the Company, as issuer, and the Trustee, as trustee, providing
         for the issuance of the Securities (as defined below), as the same may
         be amended, supplemented, restated or replaced from time to time (the
         "Indenture"). In this Pledge Agreement, unless something in the subject
         matter or context is inconsistent therewith, capitalized terms used but
         not defined herein have the respective meanings attributed to them in
         the Indenture as in effect on the date hereof, and "Securities" means
         the U.S.$350,000,000 aggregate principal amount of 5.500% Senior
         (Secured) Second Priority Notes due 2014 of the Company and the
         Exchange Securities issued under the Indenture.

2.       The Company hereby deposits with and assigns and pledges to the Trustee
         the Trust Bond to be held by the Trustee pursuant to the provisions
         hereof, as trustee for and on behalf of each of the holders of
         Securities, as general and continuing collateral security for the due
         repayment and satisfaction of all present and future indebtedness,
         liabilities and obligations of the Company of any kind whatsoever
         under, in connection with or relating to the Indenture, including,
         without limitation, the Securities and any ultimate unpaid balance
         thereof, and to secure the due performance of all other present and
         future


<PAGE>

         obligations of the Company to the Trustee (including obligations under
         Section 607 of the Indenture) and the holders of Securities under the
         Indenture and the Securities (collectively, the "Obligations").

3.       If, at any time, an Event of Default shall have occurred and be
         continuing, the Trustee may, at any time, realize upon the Trust Bond,
         in the manner and to the extent permitted by law, by sale, transfer or
         delivery, and may exercise and enforce all rights and remedies of the
         holder of the Trust Bond (including, without limitation, making demand
         thereunder as if the Trustee were the absolute owner thereof) without
         notice to, consent of or control by the Company and RCCI, and, except
         to the extent required by law, any such right or remedy may be
         exercised separately or in combination with any other right or remedy
         and shall be in addition to and not in substitution for any other
         rights of the Trustee however created; provided that the Trustee shall
         not be bound to exercise any such right or remedy and shall not be
         liable for any loss which may be occasioned by any failure to do so;
         and provided further that any such sale, transfer or delivery shall be
         on terms whereby the Person acquiring the Trust Bond shall hold the
         Trust Bond subject to the provisions hereof.

4.       If any moneys received by the Trustee as payment under the Trust Bond
         or by way of realization of the security hereby constituted are in a
         currency (the "Realization Currency") which is different from the
         currency of any of the Obligations secured hereby (the "Agreed
         Currency"), then, in such event, the Trustee shall be entitled to
         convert all or a portion of such moneys as are in the Realization
         Currency into the Agreed Currency at the rate of exchange quoted by The
         Toronto-Dominion Bank at its central foreign exchange desk in its head
         office in Toronto at 12:00 noon (Toronto time) on the date of receipt
         and to apply the new amount of moneys received on such conversion on
         account of the Obligations hereby secured, and, in any such case, the
         amount of the Obligations hereby secured will be reduced by the amount
         of the Agreed Currency so applied, and, for greater certainty, the
         Company and RCCI shall remain fully liable for the balance of such
         Obligations.

5.       The proceeds of the Trust Bond, including, without limitation, any
         distributions in respect thereof by the Trustee, shall be applied by
         the Trustee on account of such part of the Obligations as it chooses
         without prejudice to its claims upon the Company and RCCI for any
         deficiency.

6.       The Trustee may, from time to time, grant extensions of time or other
         indulgences, take and give up securities, accept compositions, grant
         releases and discharges and otherwise deal with the Company, RCCI and
         other parties, sureties or securities as the Trustee may see fit in
         accordance with the terms of the Indenture and the Securities without
         prejudice to the Trustee's rights in respect of the Trust Bond or in
         any way limiting or lessening the liability of the Company or RCCI
         under the Trust Bond.

7.       Upon full, final and irrevocable satisfaction of the Obligations, the
         Trust Bond, upon Company Order, shall be delivered to the Deed Trustee
         for cancellation.



                                       2
<PAGE>

8.       The Trust Bond shall not operate by way of merger of any of the
         Obligations, and no judgment recovered by or on behalf of the Trustee
         shall operate by way of merger of, or in any way affect, the security
         of the Trust Bond which is in addition to and not in substitution for
         any other security now or hereafter held by the Trustee.

9.       Notwithstanding the provisions of any other section of this Pledge
         Agreement or any provisions of the Indenture, the Inter-Creditor
         Agreement, the Deed of Trust or any security provided for thereunder,
         under no circumstances, other than if an Event of Default shall have
         occurred and be continuing, may the Trustee collect or claim a right to
         collect any amounts on or in respect of the Trust Bond or pursuant to
         any provisions of the Deed of Trust or the security provided for
         thereunder or under the Indenture. If any such amount is, for any
         reason, received by the Trustee, it shall pay over the amount to the
         Company, RCCI or to any Restricted Subsidiary providing security in
         respect of the Obligations (the "Payee") unless (i) an Event of Default
         shall have occurred and be continuing or (ii) a Default shall have
         occurred and be continuing, in which case, the Trustee shall retain
         such amount in trust for the benefit of the Payee until (a) the Default
         has been cured or (b) any applicable grace period in respect of such
         Default has expired, at which time, the Trustee shall pay over such
         amount to the Payee unless an Event of Default shall have occurred and
         be continuing. Any such amount received by the Trustee which it is
         required to pay to a Payee pursuant to this Section 9 shall, in no
         circumstances, be deemed to be a payment on account of the Obligations.

10.      Notwithstanding that the Trust Bond is expressed to be payable on
         demand, the Trustee shall have no right to, and shall not, demand
         payment unless or until an Event of Default shall have occurred and be
         continuing. Notwithstanding any provisions of the Trust Bond, payment
         to the Trustee or to the holders of Securities of interest for any
         period in respect of the Obligations shall be deemed to be payment in
         satisfaction of the interest payment for the same period under the
         Trust Bond. No payment of principal on account of any of the
         Obligations shall be treated as a payment on account of any of the
         principal amount of the Trust Bond. The Trustee, in realizing on the
         Trust Bond or the security constituted thereby, shall not claim under
         the Trust Bond any greater amount in the aggregate for principal and
         interest than the aggregate of the Obligations then owing by the
         Company or RCCI.

11.      The Company and RCCI shall not amend, modify or supplement, or waive or
         consent to departures from, the provisions of the Trust Bond or any
         other pledge agreement relating to any other Senior Secured Bond (as
         such term is defined in the Deed of Trust) issued pursuant to the Deed
         of Trust except as provided in the Deed of Trust.

12.      (a) Upon the deposit of the Trust Bond pursuant to Section 2 hereof,
         the Trust Bond shall have a legend conspicuously noted thereon
         substantially in the form of the legend below:

                           "This Senior Secured Bond is subject to the
                           terms and conditions of a pledge agreement,
                           of even date herewith, entered into by the
                           Company, RCCI and JPMorgan Chase Bank, as
                           trustee, in connection with the issue by the


                                       3
<PAGE>

                           Company of U.S.$350,000,000 aggregate
                           principal amount of 5.500% Senior (Secured)
                           Second Priority Notes due 2014."

         (b)      Any bond issued under the Deed of Trust in substitution for,
                  or in replacement of, the Trust Bond shall have conspicuously
                  noted thereon the legend referred to in Section 12(a) hereof.

13.      The provisions hereof shall be binding upon, and shall inure to the
         benefit of, the Company, RCCI, the Trustee and the holders of
         Securities and their respective successors and permitted assigns.

14.      Nothing contained herein, in the Trust Bond or in the Deed of Trust
         shall amend, modify, vary or otherwise change the rights of the Trustee
         or any of the holders of Securities or the obligations of the Company
         under the Indenture or in respect of the Securities or shall limit the
         rights of the Trustee or any of the holders of Securities under, or in
         respect of, the Obligations.

15.      This Agreement shall be governed by and construed and enforced in
         accordance with the laws of the Province of Ontario and the laws of
         Canada applicable therein.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]






                                       4
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have duly executed this
instrument as of the day and year first above written.

                                   ROGERS CABLE INC.


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


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


                                   ROGERS CABLE COMMUNICATIONS INC.


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


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


                                   JPMORGAN CHASE BANK, as trustee for the Notes


                                   By:
                                       ----------------------------------------
                                       Name:
                                       Title:



                                       5
<PAGE>

                                                                       EXHIBIT D

             FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH
                   TRANSFERS FROM RESTRICTED GLOBAL SECURITY
                         TO REGULATION S GLOBAL SECURITY

                                     [date]

JPMorgan Chase Bank
4 New York Plaza, 15th Floor
New York, New York  10004

              Re: Rogers Cable Inc.
                  (the "Company") 5.500% Senior (Secured) Second Priority Notes
                  due 2014 (the "Securities")
                  -------------------------------------------------------------

Ladies and Gentlemen:

                  This letter relates to $_______ principal amount of Securities
which are evidenced by the Restricted Global Security (CUSIP No. 77509NAJ2) and
held with the Depositary in the name of Cede & Co. and held for the benefit of
__________ (the beneficial owner) (the "Transferor"). The Transferor has
requested a transfer of such beneficial interest in the Securities to a Person
who will take delivery thereof in the form of an equal principal amount of
Securities evidenced by the Regulation S Global Security (CUSIP No. C79217AC6).

                  In connection with such request and in respect of such
Securities, we hereby certify that such transfer has been effected in compliance
with the transfer restrictions applicable to the Global Securities and pursuant
to and in accordance with Rule 903, Rule 904 or Rule 144 under the United States
Securities Act of 1933, as amended (the "Securities Act"), and accordingly we
hereby further certify that:

                  (A) if the transfer has been effected pursuant to Rule 903 or
Rule 904:

                  (1) the offer of the Securities was not made to a person in
                  the United States;

                  (2) either (a) at the time the buy order was originated, the
                  transferee was outside the United States or we and any person
                  acting on our behalf reasonably believed that the transferee
                  was outside the United States or (b) the transaction was
                  executed in, on or through the facilities of a designated
                  off-shore securities market and neither we nor any person
                  acting on our behalf knows that the transaction has been
                  pre-arranged with a buyer in the United States;

                  (3) no directed selling efforts have been made in the United
                  States in contravention of the requirements of Rule 903(b) or
                  Rule 904(b) of Regulation S, as applicable; and

                  (4) the transaction is not part of a plan or scheme to evade
                  the registration requirements of the Securities Act.


<PAGE>

                  (B) If the transfer has been effected pursuant to Rule 144,
the Securities have been transferred in a transaction permitted by Rule 144
under the Securities Act.

                  Upon giving effect to this request to exchange a beneficial
interest in such Restricted Global Security for a beneficial interest in a
Regulation S Global Security, the resulting beneficial interest shall be subject
to the restrictions on transfer applicable to a Regulation S Global Security
pursuant to the Indenture and the Securities.

                  You and the Company are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby. Terms used in this certificate have
the meanings set forth in Regulation S.

                                               Very truly yours,

                                               [Name of Transferor]


                                               By:
                                                   ----------------------------
                                                       Authorized Signature


                                       2
<PAGE>
                                                                       EXHIBIT E

             FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH
                 TRANSFERS FROM REGULATION S GLOBAL SECURITY TO
                           RESTRICTED GLOBAL SECURITY

JPMorgan Chase Bank
4 New York Plaza, 15th Floor
New York, New York 10004

               Re:  Rogers Cable Inc.
               (the "Company") 5.500% Senior (Secured) Second Priority Notes
               due 2014 ( the "Securities")
               ---------------------------------------------------------------

Ladies and Gentlemen:

                  This letter relates to $_______ principal amount of the
Securities which are evidenced by the Regulation S Global Security (CUSIP No.
C79217AC6) and held with the Depositary in the name of Cede & Co. and held for
the benefit of __________ (the beneficial owner) (the "Transferor"). The
Transferor has requested a transfer of such beneficial interest in the
Securities to a Person who will take delivery thereof in the form of an equal
principal amount of Securities evidenced by the Restricted Global Security
(CUSIP No. 77509NAJ2), to be held with the Depositary.

                  In connection with such request and in respect of such
Securities, the Transferor hereby certifies that such transfer is being effected
pursuant to and in accordance with Rule 144A under the United States Securities
Act of 1933, as amended (the "Securities Act"), and, accordingly, the Transferor
hereby further certifies that the Securities are being transferred to a Person
that the Transferor reasonably believes is purchasing the Securities for its own
account, or for one or more accounts with respect to which such Person exercises
sole investment discretion, and such Person and each such account is a
"qualified institutional buyer" within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A and such Securities are being transferred
in compliance with any applicable blue sky securities laws of any state of the
United States.

                  Upon giving effect to this request to exchange a beneficial
interest in Regulation S Global Securities for a beneficial interest in the
Restricted Global Security, the resulting beneficial interest shall be subject
to the restrictions on transfer applicable to a Restricted Global Security
pursuant to the Indenture and the Securities Act.


<PAGE>


                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company. Terms used in this certificate
and not otherwise defined in the Indenture have the meanings set forth in
Regulation S under the Securities Act.

                                               Very truly yours


                                               [Name of Transferor]


                                               By:
                                                  -----------------------------


                                       2
<PAGE>


                                                                       EXHIBIT F

                       FORM OF CERTIFICATE FOR TRANSFER OR
                            EXCHANGE AFTER TWO YEARS





JPMorgan Chase Bank
4 New York Plaza, 15th Floor
New York, New York 10004

                  Re: Rogers Cable Inc.
                  (the "Company") 5.500% Senior (Secured) Second Priority Notes
                  due 2014 ( the "Securities")
                  -------------------------------------------------------------

Ladies and Gentlemen:

                  [For transfers: This letter relates to $____________ principal
amount of Securities which are evidenced by a Restricted Global Security (CUSIP
No. 77509NAJ2) and held with the Depositary in the name of Cede & Co. [and held
for the benefit of _________________] (the "Beneficial Owner"). The Beneficial
Owner has requested that its beneficial interest in such Securities be
transferred to a Person that will take delivery thereof in the form of an equal
principal amount of Securities evidenced by the Regulation S Global Security
(CUSIP No. C79217AC6).

                  In connection with such request and in respect of such
Securities, the Beneficial Owner does hereby certify that upon such transfer,
(a) a period of at least two years will have elapsed since June 19, 2013, (b)
the Beneficial Owner during the three months preceding the date of such transfer
was not an "affiliate" of the Company (as defined in Rule 144 under the
Securities Act), and it was not acting on behalf of such an affiliate and (c)
such Person to whom such transfer is being made is not an "affiliate" of the
Company.]

                  [For exchanges: This letter relates to $_______________
principal amount of Securities that are evidenced by a [Restricted Global
Security (CUSIP No. 77509NAJ2) and held with the Depositary in the name of Cede
& Co. [and held for the benefit of ]_______ ] (the "Beneficial Owner"). The
Beneficial Owner has requested that its beneficial interest in such Securities
be exchanged for a beneficial interest in an equal principal amount of
Securities evidenced by the Regulation S Global Security (CUSIP No. C79217AC6).

                  In connection with such request and in respect of such
Securities, the Beneficial Owner does hereby certify that, upon such exchange,
(a) it will be the beneficial owner of such Securities, (b) a period of at least
two years will have elapsed since March 11, 2004 and (c) the Beneficial Owner
will not be, and during the three months preceding the date of such exchange
will not have been, an "affiliate" of the Company (as defined in Rule 144 under
the Securities Act), and it is not acting on behalf of such an affiliate.]


<PAGE>

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.

Dated:                                    [Insert Name of Beneficial Owner]


                                          By:
                                             ----------------------------------
                                             Name:
                                             Title:





                                       2
<PAGE>

                                                                       EXHIBIT G

                         FORM OF SUBORDINATION AGREEMENT


                  THIS AGREEMENT made as of the 11th day of March, 2004 AMONG
Rogers Cable Inc. (the "Company"), Rogers Cable Communications Inc. ("RCCI"),
JPMorgan Chase Bank (formerly Chemical Bank) in its capacity as trustee under
the Subordinated Debt Indenture (as defined below) (the "Subordinated Debt
Trustee") and JPMorgan Chase Bank in its capacity as trustee under the 2004 Note
Indenture (as defined below) (the "2004 Note Trustee")

                  WITNESSES THAT WHEREAS:

A.       Rogers Cablesystems Limited (now the Company), certain affiliates of
         the Company that were then Designated Subsidiaries (within the meaning
         of the Deed of Trust (as defined below)) and the Subordinated Debt
         Trustee, among others, entered into an indenture (the "Subordinated
         Debt Indenture"), dated as of November 30, 1995, providing for the
         issuance of the Company's 11% Senior Subordinated Guaranteed Debentures
         due 2015 (the "Subordinated Securities"), which indenture has been
         supplemented by a first supplemental indenture, dated as of December
         31, 2003, among the Company, RCCI and certain affiliates of the Company
         that were then Designated Subsidiaries (within the meaning of the Deed
         of Trust (as defined below)) and the Subordinated Debt Trustee. "Deed
         of Trust" means the restated deed of trust and mortgage, dated as of
         January 31, 1995, between Rogers Cablesystems Limited (now the Company)
         and National Trust Company, as trustee (the "Trustee"), as supplemented
         by a first supplemental deed of trust and mortgage, dated as of
         December 31, 2003, among the Company, RCCI and the Trustee.

B.       The Company and the 2004 Note Trustee entered into an indenture (the
         "2004 Note Indenture"), dated as of the date hereof, providing for the
         issuance of the Company's 5.500% Senior (Secured) Second Priority Notes
         due 2014 (the "2004 Notes").

C.       Pursuant to section 1207 of the Subordinated Debt Indenture, the
         Company has furnished an Officers' Certificate (as such term is defined
         in the Subordinated Debt Indenture) to the Subordinated Debt Trustee
         (i) stating that the 2004 Note Trustee is trustee on behalf of holders
         of Senior Indebtedness (as such term is defined in the Subordinated
         Debt Indenture) and (ii) directing the Subordinated Debt Trustee to
         execute and deliver this Agreement.

                  NOW THEREFORE for good and valuable consideration (the receipt
and sufficiency of which are hereby acknowledged), the parties hereto agree as
follows:

1. SUBORDINATION

                  The Subordinated Debt Trustee, under the authority granted to
it in the Subordinated Debt Indenture and as trustee on behalf of the holders of
the Subordinated Securities, the Company and RCCI hereby covenant with the 2004
Note Trustee, in its capacity as trustee on behalf of the holders of the 2004
Notes, that (i) the indebtedness represented by the


<PAGE>

Subordinated Securities, (ii) the payment of principal of (and premium, if any)
and interest on each and all of the Subordinated Securities, (iii) the
obligations represented by each and all of the Guarantees (as such term is
defined in the Subordinated Debt Indenture) delivered from time to time under
the Subordinated Debt Indenture and (iv) the payment of the Guaranteed
Obligations (as such term is defined in such Guarantees) thereunder are all
subordinate and subject in right of payment to the prior payment in full of
indebtedness, premium (if any), interest and fees and expenses owing to the
holders of the 2004 Notes and the 2004 Note Trustee, as trustee on their behalf,
under the 2004 Notes and the 2004 Note Indenture, in the manner, to the same
extent and with the same effect as if the terms and provisions of the
Subordinated Debt Indenture and such Guarantees were set forth herein.

2. PAYMENT TO THE COMPANY IN CERTAIN CIRCUMSTANCES

                  In accordance with section 1205 of the Subordinated Debt
Indenture, if any holder of the 2004 Notes or the 2004 Note Trustee, as trustee
on behalf of the holders of the 2004 Notes, (each, a "Recipient") shall receive
any amount under this Agreement and, at the time of receipt, such Recipient is
not entitled to such amount under the terms of the 2004 Note Indenture and the
2004 Notes (whether by reason of maturity, acceleration or otherwise), then such
Recipient shall turn over such amount to the Company. Any such amount so
received by any Recipient which it is required to turn over to the Company
pursuant to this section 0 shall, in no circumstances, be considered to be a
payment on account of the Senior Indebtedness represented by the 2004 Notes.

3. BINDING EFFECT AND ENUREMENT

                  This Agreement shall be binding upon the successors of the
Company, RCCI and the Subordinated Debt Trustee, as trustee on behalf of the
holders of the Subordinated Securities, and shall enure to the benefit of the
successors and permitted assigns of the 2004 Note Trustee, as trustee on behalf
of the holders of the 2004 Notes.

4. NO WAIVER OR AMENDMENT

                  No provision of this Agreement may be waived or amended except
by an instrument in writing signed by the party hereto against which the
enforcement of any waiver or amendment is sought.

5. NO PERSONAL LIABILITY

                  Neither the Subordinated Debt Trustee nor the 2004 Note
Trustee makes any representation or warranty as to the validity, sufficiency or
effect of this Agreement or as to its authority to execute and deliver this
Agreement. Neither the Subordinated Debt Trustee nor the 2004 Note Trustee shall
have any personal responsibility or liability with respect to the covenant
contained in section 1 hereof.

6. COUNTERPARTS

                  This Agreement may be executed in counterparts, and all such
counterparts taken together shall be deemed to constitute one and the same
instrument.


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<PAGE>


7. GOVERNING LAW

                  This Agreement shall be governed by, and construed in
accordance with, the laws of the Province of Ontario and the laws of Canada
applicable therein.

                                         ROGERS CABLE INC.


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


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


                                         ROGERS CABLE COMMUNICATIONS INC.


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


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


                                         JPMORGAN CHASE BANK, in its capacity as
                                         the Subordinated Debt Trustee


                                         By:
                                            -----------------------------------
                                            Name:
                                            Title:


                                         JPMORGAN CHASE BANK, in its capacity as
                                         the 2004 Note Trustee


                                         By:
                                            -----------------------------------
                                            Name:
                                            Title:


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