Bank of New York and Rogers Communications Inc. - s. 46(4) of the OBCA

Headnote

Order pursuant to subsection 46(4) of the Business Corporations Act (Ontario) (the OBCA) -- trust indentures governed by the United States Trust Indenture Act of 1939, as amended, exempted from the requirements of Part V of the OBCA with respect to cross-border offerings of debt securities.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., ss. 46(2), 46(3), 46(4), Part V.

Securities Act, R.S.O. 1990, c. S.5, as am.

November 9, 2007

IN THE MATTER OF

THE BUSINESS CORPORATIONS ACT,

R.S.O. 1990, CHAPTER B.16, AS AMENDED

(THE "OBCA")

AND

IN THE MATTER OF

THE BANK OF NEW YORK

AND

ROGERS COMMUNICATIONS INC.

ORDER

(Subsection 46(4) of the OBCA)

UPON the application of The Bank of New York (the "Applicant") to the Ontario Securities Commission (the "Commission") for an order pursuant to subsection 46(4) of the OBCA exempting a trust indenture to be entered into between Rogers Communications Inc. ("RCI") and the Applicant from the requirements of Part V of the OBCA;

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON it being represented by RCI and the Applicant to the Commission that:

1. The Applicant is a banking corporation organized under the laws of New York and is neither resident nor authorized to do business in Ontario and is to be the trustee under an indenture (the "Indenture") to be entered into between RCI and the Applicant.

2. RCI is a corporation amalgamated under the Business Corporations Act (British Columbia) and is a reporting issuer not in default under the Securities Act, R.S.O. 1990, c.S. 5, as amended (the "Act") or the rules and regulations promulgated thereunder. RCI's head office is located at 333 Bloor Street East, 10th Floor, Toronto, Ontario, M4W 1G9.

3. RCI proposes to sell debt securities (the "Debt Securities") under the Indenture. The Indenture is to be governed by the laws of the State of New York.

4. A short form base shelf prospectus has been filed by RCI with the Commission pursuant to the applicable requirements of National Instrument 44-101 -- Short Form Prospectus Distributions and National Instrument 44-102 -- Shelf Distributions to qualify the distribution of the Debt Securities in Ontario but not in any other province of Canada. Accordingly, the Debt Securities may not be offered or sold in Canada (except in the Province of Ontario) or to any resident of Canada (other than residents of Ontario) except pursuant to an exemption from the prospectus requirements of the applicable province or territory of Canada and otherwise in accordance with applicable securities laws.

5. Public offers and sales of the Debt Securities will be made, from time to time, in the United States pursuant to a shelf registration statement on Form F-9 (the "Registration Statement") which has been filed by RCI with the United States Securities and Exchange Commission (the "SEC"). The short form base shelf prospectus refered to in paragraph ?4 above will form a part of the Registration Statement.

6. It is not anticipated currently that any of the Debt Securities will be listed on any securities exchange, but listing may occur in the future.

7. Pursuant to subsection 46(2) of the OBCA, part V of the OBCA is applicable to a trust indenture if, in respect of any debt obligations outstanding or to be issued thereunder, a prospectus has been filed under the Act.

8. Because a form of Ontario prospectus will be filed under the Act, Part V of the OBCA will apply to the Indenture by virtue of subsection 46(2) of the OBCA.

9. As a result of the filing of the Registration Statement with the SEC, the Indenture will be subject to and governed by the provisions of the United States Trust Indenture Act of 1939 (the "TIA"). Upon the receipt of requested exemptions under the OBCA pursuant to this Order, the Indenture will continue to be subject to the TIA. The Indenture will further provide that there shall always be a trustee thereunder that satisfies the requirements of sections 310(a)(1), 310(a)(2) and 310(b) of the TIA and that the terms of such Indenture will be consistent with the requirements of the TIA.

10. Because the TIA regulates trustees and trust indentures of publicly offered debt securities in the United States in a manner that is consistent with Part V of the OBCA, holders of Debt Securities in Ontario will not, subject to paragraph ?11, derive any additional material benefit from having the Indenture be subject to Part V of the OBCA.

11. The Applicant has filed with the Commission a submission to the non-exclusive jurisdiction of the courts and administrative tribunals of Ontario and an appointment of an agent for service of process in Ontario (a "Submission to Jurisdiction and Appointment of Agent for Service of Process").

12. RCI has advised the Applicant that any prospectus supplement under which Debt Securities will be offered or sold in Ontario will disclose the existence of the Order and state that the Applicant, its officers and directors, and the assets of the Applicant are located outside of Ontario and, as a result, it may be difficult for a holder of Debt Securities to enforce rights against the Applicant, its officers or directors, or the Applicant's assets and that the holder may have to enforce rights against the Applicant in the United States.

AND UPON the Commission being of the opinion that to do so would not be prejudicial to the public interest;

IT IS ORDERED, pursuant to subsection 46(4) of the OBCA, that the Indenture is exempt from Part V of the OBCA, provided that:

(a) the Indenture is governed by and subject to the TIA; and

(b) the Applicant, or any trustee that replaces the Applicant under the terms of the Indenture, has filed with the Commission a "Submission to Jurisdiction and Appointment of Agent for Service of Process".