as Issuer ROGERS COMMUNICATIONS CANADA INC. as Guarantor and COMPUTERSHARE TRUST COMPANY OF CANADA as Indenture Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of April 16, 2025

Exhibit 99.29

▇▇▇▇▇▇ COMMUNICATIONS INC.
as Issuer
▇▇▇▇▇▇ COMMUNICATIONS CANADA INC.
as Guarantor
and
COMPUTERSHARE TRUST COMPANY OF CANADA
as Indenture Trustee
THIRD SUPPLEMENTAL INDENTURE
Dated as of April 16, 2025
Amending (i) the Amended and Restated Trust Indenture dated as of November 5, 2010, as amended by the First Supplemental Indenture and Second Supplemental Indenture, each dated as of April 3, 2023, (ii) the second amended and restated fourth series supplement to the Indenture dated as of February 17, 2011, (iii) the ninth series supplement to the Indenture dated as of February 28, 2017, (iv) the eleventh series supplement to the Indenture dated as of November 2, 2018, (v) the twelfth series supplement to the Indenture dated as of December 9, 2019, (vi) the thirteenth series supplement to the Indenture dated as of December 9, 2019, and (vii) the fourteenth series supplement to the Indenture dated as of April 22, 2020, each between ▇▇▇▇▇▇ Communications Inc., as Issuer, and Computershare Trust Company of Canada, as Indenture Trustee.

ARTICLE 1 INTERPRETATION		4
1.1	Incorporation of Indenture and Affected Series Supplements; Governing Law	4
1.2	Definitions	4
1.3	Conflict Between Series Supplement and Indenture	5
1.4	Indenture and Affected Series Supplements Remain in Full Force and Effect	5
1.5	Amendments; Interpretation Provisions in Indenture	5
1.6	Effect of Headings	5
1.7	Benefits of the Supplemental Indenture; No Adverse Interpretation	5
1.8	Responsibility of Indenture Trustee	5
ARTICLE 2 AMENDMENTS TO THE INDENTURE		6
2.1	Amendments to Section 1.1	6
2.2	Amendments to Section 1.5	13
2.3	Amendments to Section 5	13
2.4	Amendments to Section 6.1	15
2.5	Amendments to Section 6.2(1)	17
2.6	Amendments to Section 6.12 and Section 7.1	17
2.7	Amendments to Section 11.1(b)	17
2.8	Amendments to Section 13	17
ARTICLE 3 AMENDMENTS TO THE RECENT SERIES SUPPLEMENTS		19
3.1	Amendments to Section 1.2(1)	19
ARTICLE 4 AMENDMENTS TO THE AFFECTED SERIES SUPPLEMENTS		19
4.1	Amendments to Section 1.1	19
4.2	Amendments to Section 1.2(2)	19
4.3	Amendments to Section 2	25
ARTICLE 5 GUARANTEE		29
5.1	New Article 4 to each Affected Series Supplement	29
ARTICLE 6 MISCELLANEOUS PROVISIONS		35
6.1	Confirmation of Indenture and Affected Series Supplements	35
6.2	Acceptance of Trusts	35
6.3	Separability Clause	35
6.4	Counterparts and Formal Date	35
6.5	Electronic Execution	35

SCHEDULE 1

2

▇▇▇▇▇▇ COMMUNICATIONS INC.,

a corporation organized under the laws of the Province of British Columbia (“RCI” or the “Issuer”), in its capacity as Issuer

- and –

▇▇▇▇▇▇ COMMUNICATIONS CANADA INC.,

a corporation organized under the laws of Canada (“RCCI”), in its capacity as Guarantor

- and –

COMPUTERSHARE TRUST COMPANY OF CANADA,

a trust company under the laws of Canada, in its capacity as Indenture Trustee

(iv)

pursuant to the ▇▇▇▇ Acquisition, RCCI delivered to the Indenture Trustee a Deed of Guarantee dated as of April 3, 2023 (the “Deed of Guarantee”) in order to guarantee the due payment and performance to the Indenture Trustee, for and on behalf of the Holders and the Indenture Trustee, forthwith after demand, of all the obligations of the Issuer that arise under the Indenture or under the Debt Securities outstanding thereunder from time to time, including the Issuer’s obligation to pay (when due and payable as provided in the Indenture) the principal of (and premium, if any) and interest on the Debt Securities and all other amounts due or to become due under the Indenture or the Debt Securities, in each case according to the terms thereof and including any applicable grace periods (the “Original Guarantee”).

(i)

the second amended and restated fourth series supplement to the Indenture dated as of February 17, 2011 establishing the principal terms of the $1,450,000,000 aggregate principal amount of a series of Debt Securities designated as 6.75% Senior Notes due 2039 (the “Fourth Series Supplement”);

(ii)

the ninth series supplement to the Indenture dated as of February 28, 2017 establishing the principal terms of the $300,000,000 aggregate principal amount of a series of Debt Securities designated as 3.80% Senior Notes due 2027 (the “Ninth Series Supplement”);

(iii)

the eleventh series supplement to the Indenture dated as of November 2, 2018 establishing the principal terms of the $500,000,000 aggregate principal amount of a series of Debt Securities designated as 4.40% Senior Notes due 2028 (the “Eleventh Series Supplement”);

(iv)

the twelfth series supplement to the Indenture dated as of December 9, 2019 establishing the principal terms of the $500,000,000 aggregate principal amount of a series of Debt Securities designated as 3.30% Senior Notes due 2029 (the “Twelfth Series Supplement”);

(v)

the thirteenth series supplement to the Indenture dated as of December 9, 2019 establishing the principal terms of the $300,000,000 aggregate principal amount of a series of Debt Securities designated as 4.25% Senior Notes due 2049 (the “Thirteenth Series Supplement”); and

(vi)

the fourteenth series supplement to the Indenture dated as of April 22, 2020 establishing the principal terms of the $500,000,000 aggregate principal amount of a series of Debt Securities designated as 2.90% Senior Notes due 2030 (the “Fourteenth Series Supplement”, and together with the Twelfth Series Supplement and the Thirteenth Series Supplement, collectively the “Recent Series Supplements”, and the Recent Series Supplements together with the Fourth Series Supplement, the Ninth Series Supplement and the Eleventh Series Supplement, collectively the “Affected Series Supplements”).

1.1	Incorporation of Indenture and Affected Series Supplements; Governing Law

(1)

This Third Supplemental Indenture is an Indenture Amendment within the meaning of Section 12.2 of the Indenture.

(2)

This Third Supplemental Indenture shall be effective and binding on RCI, RCCI, the Indenture Trustee and every Holder of the Notes heretofore or hereafter authenticated and delivered under this Third Supplemental Indenture, upon the date on which it is executed by RCI, RCCI and the Indenture Trustee; provided, however, that the Amendments shall become operative automatically on the date on which RCI pays to the Tabulation Agent (as defined in the Consent Solicitation Statement) the aggregate Consent Fees (as defined in the Consent Solicitation Statement) owed to consenting Affected Holders in accordance with the terms and conditions set forth in the Consent Solicitation Statement (the “Amendment Operative Date”). At all times on and after the Amendment Operative Date, the Indenture and each Affected Series Supplement, as applicable, shall be supplemented and amended in accordance herewith and deemed to be incorporated in, and made a part of, the Indenture and the applicable Affected Series Supplement for all purposes.

(3)

Each Affected Series Supplement (as its own Series Supplement and not collectively), as supplemented and amended by this Third Supplemental Indenture, shall be, together with the Indenture, as supplemented and amended by this Third Supplemental Indenture, read, taken and construed as one and the same instrument and each Affected Series Supplement (as its own Series Supplement and not collectively), as each has been supplemented and amended by this Third Supplemental Indenture.

(4)

The Indenture, as supplemented and amended by this Third Supplemental Indenture, shall have effect, so far as practicable, as if all the provisions of each Affected Series Supplement (as its own Series Supplement and not collectively), as each has been supplemented and amended by this Third Supplemental Indenture, and the Indenture, as supplemented and amended by this Third Supplemental Indenture, were contained in one instrument, which instrument shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable in such Province.

(5)

The parties hereto expressly request and require that this document be drawn up in English. Les parties aux présentes conviennent et exigent que cette entente et tous les documents qui s’y rattachent soient rédigés en anglais.

1.2	Definitions

1.3	Conflict Between Series Supplement and Indenture

1.4	Indenture and Affected Series Supplements Remain in Full Force and Effect

1.5	Amendments; Interpretation Provisions in Indenture

(1)

For purposes of the Amendments, text in bold font that is underlined is to be added to the existing text in the applicable provision of the Indenture or the applicable Affected Series Supplement referenced in such Article and text in red font that is struck out is to be deleted from to the existing text in the applicable provision of the Indenture or the applicable Affected Series Supplement referenced in such Article.

(2)

This Third Supplemental Indenture shall, unless the context otherwise requires, be subject to the interpretation provisions contained in Article One of the Indenture as amended or supplemented by this Third Supplemental Indenture.

1.6	Effect of Headings

1.7	Benefits of the Supplemental Indenture; No Adverse Interpretation

1.8	Responsibility of Indenture Trustee

2.1	Amendments to Section 1.1

(1)

The following definitions contained in Section 1.1 of the Indenture are hereby removed in their entirety: “Affiliate”, “Attributable Value”, “Cable Properties”, “Cable Subsidiary”, “Cable Television System”, “Capital Lease Obligation”, “Capital Stock”, “Consolidated Net Tangible Assets”, “Debt”, “Disqualified Stock”, “Guarantee”, “Lien”, “Non‑Recourse Debt”, “Permitted Liens”, “Permitted Subsidiary Guarantee”, “Person”, “Preferred Stock”, “property”, “Purchase Money Obligations”, “Requirements of Law”, “Sale and Leaseback Transaction”, “Satellite DTH Business”, “Subsidiary”, “Voting Stock” and “Wholly‑Owned Subsidiary”.

(2)

Section 1.1 of the Indenture is hereby amended by adding the following definitions to Section 1.1 of the Indenture:

(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 Canadian GAAP;

(iv)

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

(v)

shares of Disqualified Stock not held by the Issuer or a wholly‑owned Restricted Subsidiary;

(vi)

Capital Lease Obligations and Purchase Money Obligations, determined in each case in accordance with Canadian 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;

(i)

in the case of Debt not owed to the Issuer or a Restricted Subsidiary, constitute Inter-Company Subordinated Debt;

(ii)

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

(iii)

in the case of Debt, not be secured by any assets or property of the Issuer or any Restricted Subsidiary;

(iv)

in the case of Debt or Preferred Stock, 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)

in the case of Debt or Preferred Stock, 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 Stated Maturity for the principal of the Debt Securities or (y) the date on which all principal of premium, if any, and interest on the Debt Securities shall have been duly paid or provided for in full.

(i)

Liens for taxes, rates and assessments not yet due or, if due, the validity of which is being contested diligently and in good faith by appropriate proceedings by the Issuer or any of the Restricted Subsidiaries (as applicable); and Liens for the excess of the amount of any past due taxes for which a final assessment has not been received over the amount of such taxes as estimated and paid;

(ii)

the Lien of any judgment rendered which is being contested diligently and in good faith by appropriate proceedings by the Issuer, or any of the Restricted Subsidiaries, as the case may be, and which does not have a material adverse effect on the ability of the Issuer and the Restricted Subsidiaries to operate the business or operations of the Issuer;

(iv)

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;

(v)

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

(vi)

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);

(vii)

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

(viii)

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;

(ix)

Liens in favor of Bell Canada (or any successor) 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 Issuer or any Restricted Subsidiary and the lease by Bell Canada of such equipment to the Issuer 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 Issuer and its Restricted Subsidiaries considered as a whole; and

(x)

any other Lien existing on the Series Issuance Date.

(3)

The Indenture is hereby amended by adding (as “Exhibit A” at the end of the Indenture) the schedule attached to this Third Supplemental Indenture as “Schedule 1”.

2.2	Amendments to Section 1.5

2.3	Amendments to Section 5

(1)

Section 5.5 of the Indenture is hereby amended as follows (stricken text in red font indicates language that is eliminated from the Indenture and underlined text in bold indicates language that is added to the Indenture):

(2)

Section 5 of the Indenture is hereby amended by adding in its entirety the following new Section 5.6:

(a)

The Issuer, on behalf of itself and of each Restricted Subsidiary to the extent any of them is an obligor or creditor under Inter-Company Subordinated Debt from time to time, agrees that (i) the payment of the principal of (and premium, if any), and interest on, any such Inter-Company Subordinated Debt is expressly subordinated, to the extent and in the manner set forth in Exhibit A hereto, in right of payment to the prior payment in full of all amounts from time to time owing to the Holders of the Debt Securities and (ii) all agreements or instruments evidencing Inter-Company Subordinated Debt shall provide an acknowledgment and agreement of such subordination by the relevant obligor and creditor in respect of such Inter-Company Subordinated Debt by including or incorporating therein provisions substantially in the form of Exhibit A hereto.

(b)

For greater certainty, notwithstanding the provisions of any Inter-Company Subordinated Debt, any provisions thereof as may be incorporated in any document or any other agreement pursuant to which the Indenture Trustee or the Holders are or may become entitled to receive from holders of subordinated indebtedness of the Issuer payments by way of turn-over (“subordination documents”), neither the Indenture 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 5.6(b), the Holders or the Indenture 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 Indenture Trustee or any Holder which the Indenture 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 Debt Securities.”

2.4	Amendments to Section 6.1

“6.1

Events of Default.

(a)

Default in Payment of Principal or Premium. A default by the Issuer in making payment of principal of (or premium, if any, on) any Debt Securities of such Series at their Stated Maturity; or

(b)

Default in Other Payments. A default by the Issuer in making payment of any interest (including Additional Amounts) with respect to any Debt Securities of such Series when due and payable, and continuance of such default for a period of 30 days; or

(c)

Other Covenant Defaults. A default in the performance, or breach, of any covenant of the Issuer or of any Restricted Subsidiary in this Indenture that is applicable to such Series (other than a default in the performance, or breach, of a covenant 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 Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Debt Securities of such Series a written notice specifying such default or breach and stating that such notice is a “Notice of Default” hereunder; or

(d)

Cross Acceleration. (i) There shall have occurred one or more defaults of the Issuer or any Restricted Subsidiary in the payment of the principal of or premium on any indebtedness for money borrowed having an aggregate principal amount in excess of the greater of $100,000,000 and 3.5% of Shareholders’ Equity (or the equivalent amount in any other currency or currencies), 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 the principal amount of any indebtedness for money borrowed of the Issuer or any Restricted Subsidiary having an aggregate principal amount in excess of the greater of $100,000,000 and 3.5% of Shareholders’ Equity (or the equivalent amount in any other currency or currencies) and, in any case referred to in the foregoing clause (i), such 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)

Judgment Default. Any judgments or orders aggregating in excess of the greater of $100,000,000 and 3.5% of Shareholders’ Equity (or the equivalent amount in any other currency or currencies) rendered against the Issuer or any Restricted Subsidiary remain unsatisfied and unstayed for 60 consecutive days; or

(f)

Voluntary Insolvency Actions. The Issuer 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

(6)

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

(h)

Custodian Appointment. A Custodian shall be appointed out of court with respect to the Issuer or any Restricted Subsidiary, or with respect to all or any substantial part of the property of the Issuer or any Restricted Subsidiary and, if the Issuer or such Restricted Subsidiary shall be contesting such appointment in good faith, such appointment continues for 90 consecutive days; or

(i)

Additional Events of Default in related Series Supplement. Any other events specified as Events of Default with respect to such Series in the related Series Supplement.”

2.5	Amendments to Section 6.2(1)

“(1)

If an Event of Default (other than an Event of Default specified in Section 6.1(f), 6.1(g) or 6.1(h)) occurs and is continuing with respect to any Series of Debt Securities, then and in every such case the Indenture Trustee or the Holders of not less than 25% in aggregate principal amount of the Debt Securities of such Series then Outstanding may declare the principal of all such Debt Securities to be due and payable immediately, by a notice in writing to the Issuer (and to the Indenture 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 6.1(f), 6.1(g) or 6.1(h) occurs and is continuing with respect to a Series of Debt Securities, then the principal of all Debt Securities of such Series shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Indenture Trustee or any Holder.”

2.6	Amendments to Section 6.12 and Section 7.1

2.7	Amendments to Section 11.1(b)

2.8	Amendments to Section 13

(1)

Section 13.2 of the Indenture is hereby amended as follows (underlined text in bold indicates language that is added to the Indenture):

(2)

Section 13.3 of the Indenture is hereby amended as follows (underlined text in bold indicates language that is added to the Indenture):

(3)

Section 13.4(b) of the Indenture is hereby amended as follows (stricken text indicates language that is eliminated from the Indenture and underlined text in bold indicates language that is added to the Indenture):

“(b)

No Default or Event of Default with respect to the Debt Securities of any Series shall have occurred and be continuing on the date of deposit under Subsection 13.4(a) or, insofar as Subsections (e) (f), (g) and (f) (h) of Section 6.1 hereof are 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).”

3.1	Amendments to Section 1.2(1)

“(1)

Subject to Section 1.2(3), all terms defined in the Indenture and used but not defined in this Series Supplement shall have the meanings specified in the Indenture.”

4.1	Amendments to Section 1.1

4.2	Amendments to Section 1.2(2)

(1)

The following definitions contained in Section 1.2(2) of each Affected Series Supplement are hereby removed in their entirety: “Change of Control”, “DBRS”, “Investment Grade Rating”, “▇▇▇▇▇’▇”, “NI 41-101”, “Rating Date”, “Rating Event”, “S&P”, “▇▇▇▇ Family Group”, “Specified Rating Agencies”.

(2)

Section 1.2(2) of each Affected Series Supplement is hereby amended by adding the following definitions to Section 1.2(2) of each Affected Series Supplement (and, for greater certainty, where applicable, any definition removed by Section 4.2(1) of this Third Supplemental Indenture that has a corresponding definition contained in this Section 4.2(2) shall hereby be replaced in its entirety):

(i)

Debt of the Issuer or any Restricted Subsidiary secured by any Lien upon any Principal Property or the stock or Debt of a Restricted Subsidiary (other than a Restricted Subsidiary that guarantees the payment obligations of the Issuer under the Notes); or

(ii)

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

4.3	Amendments to Section 2

(1)

Section 2 of each Affected Series Supplement is hereby amended by adding in its entirety the following new Section 2.13:

“2.13

Provision of Financial Information

(2)

Section 2 of each Affected Series Supplement is hereby amended by adding in its entirety the following new Section 2.14:

(i)

The Board of Directors of the Issuer may designate any Restricted Subsidiary or any Person that is to become a Subsidiary as an Unrestricted Subsidiary, or the Issuer or any Restricted Subsidiary may transfer any assets or properties to an Unrestricted Subsidiary, if (a) prior to and immediately after such designation, no Default or Event of Default shall have occurred and be continuing and (b) such Subsidiary or Person, together with all other Unrestricted Subsidiaries, shall not in the aggregate have Net Tangible Assets greater than 15% of the Issuer’s Consolidated Net Tangible Assets; provided, however, that for the purposes of this Section 2.14(d), (1) the Issuer’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.

(ii)

The Board of Directors of the Issuer may not designate any Unrestricted Subsidiary as a Restricted Subsidiary unless immediately before and after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing.

(iii)

Nothing in this Section 2.14(d) shall restrict or limit the Issuer 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.

(e)

Replacement of Negative Covenants.

(3)

Section 2 of each Affected Series Supplement is hereby amended by adding in its entirety the following new Section 2.15:

(4)

Section 2 of each Affected Series Supplement is hereby amended by adding in its entirety the following new Section 2.16:

5.1	New Article 4 to each Affected Series Supplement

(a)

RCCI hereby fully and unconditionally guarantees (the “Guarantee”) due payment and performance to the Indenture Trustee, for and on behalf of the Holders, forthwith after demand, of all the obligations of the Issuer under this Series Supplement or under the Notes to pay the principal of (and premium, if any) and interest on the Notes when due and payable at Stated Maturity, and all other amounts due or to become due under or in connection with this Series Supplement, the Notes and the performance of all other obligations to the Indenture Trustee (including all amounts due to the Indenture Trustee under Article Eight of the Indenture) and the Holders of the Notes which obligations arise under this Series Supplement and the Notes, according to the terms hereof and thereof, including any applicable grace periods (the “Guaranteed

(b)

RCCI agrees that, without obtaining the consent of or giving notice to RCCI, the Indenture Trustee may vary this Series Supplement or the Indenture, as provided herein and therein, grant extensions of time or other indulgences, take and give up securities, grant releases and discharges and otherwise deal with the Issuer and other parties as the Indenture Trustee may see fit and may apply all monies received from the Issuer or others or from securities upon such part of the Issuer’s liability as the Indenture Trustee may think best without prejudice to or in any way limiting or lessening the liability of RCCI under this Series Supplement.

(c)

The Guarantee shall be a continuing guarantee of all the Guaranteed Obligations and shall apply to any ultimate balance due or remaining unpaid to the Holders of the Notes. The Guarantee shall not be considered as wholly or partially satisfied by the payment or liquidation at any time of any sum of money which may at any time be or become owing or due or remain unpaid to the Holders of the Notes.

(d)

The Guarantee shall not be discharged or otherwise affected by any change in the name, objects, businesses, assets, capital structure or constitution of the Issuer or RCCI, or by any merger or amalgamation of the Issuer or RCCI with any Person or Persons, except as otherwise provided in this Series Supplement or the applicable provisions of the Indenture. In the case of the Issuer being amalgamated with another corporation, the Guarantee shall apply to the liabilities of the resulting corporation, and the term “Issuer” shall include each such resulting corporation.

(e)

All monies, advances, renewals and credits in fact borrowed or obtained by the Issuer under this Series Supplement shall be deemed to form part of the liabilities hereby guaranteed notwithstanding any limitation of status or of power of the Issuer or of the directors or agents thereof or that the Issuer may not be a legal entity or any irregularity, defect or informality in the borrowing or obtaining of such monies, advances, renewals or credits.

(f)

The obligations of RCCI hereunder are and shall be absolute and unconditional and any moneys or amounts expressed to be owing or payable by RCCI hereunder which may not be recoverable from RCCI on the basis of a guarantee or as surety shall be recoverable from RCCI as a primary obligor and principal debtor in respect thereof.

(g)

The Indenture Trustee shall not be bound to exhaust its recourse against the Issuer or other parties before being entitled to demand payment from or performance by RCCI and enforce its rights under this Series Supplement.

(h)

Any account settled or stated by or between the Indenture Trustee and the Issuer in relation to this Series Supplement shall be accepted by RCCI as conclusive evidence that the balance or amount thereby appearing due by the Issuer to the Indenture Trustee is so due.

(i)

RCCI shall make payment to the Indenture Trustee of the amount of the liability of RCCI forthwith after demand therefor is made in writing during the continuance of any Event of Default and such demand shall be conclusively deemed to have been effectually made when delivered in accordance with the notice provisions set forth herein and the liability of RCCI shall bear interest from the date of such demand at the rate borne by the Notes, such interest to be calculated monthly based on the number of days elapsed and to be deemed payable on the first Business Day of a month in respect of the immediately preceding month or upon demand, whichever is earlier.

(j)

All amounts payable by RCCI under this Series Supplement shall be paid without set-off or counterclaim and without any deduction or withholding whatsoever unless and to the extent that RCCI shall be prohibited by law from doing so, in which case RCCI shall, only to the extent such a similar requirement is imposed on the Issuer pursuant to this Series Supplement, pay to the Indenture Trustee such additional amount as shall be necessary to ensure that the Indenture Trustee receives the full amount it would have received if no such deduction or withholding had been made.

(k)

RCCI acknowledges that, in any suit, action or proceeding arising out of or relating to the Notes, the Guarantee or this Series Supplement, it irrevocably submits and attorns to the non-exclusive jurisdiction of the courts of the Province of Ontario. In addition, to the extent that RCCI has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respect to itself or its property, it hereby irrevocably waives such immunity in respect of its obligations under the above-referenced documents, to the extent permitted by law.

(a)

In addition to the release provisions set forth in the Indenture (subject to Section 4.2(d) hereof), RCCI shall be released and relieved from all of its obligations under this Article Four, and the Guarantee shall be terminated and be of no further force or effect, upon the request of the Issuer (without the consent of the Indenture Trustee) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection therewith, including any other concurrent release, termination, repayment or discharge of any other guarantee or other Debt of RCCI), the Issuer would be in compliance with Section 2.14(c) hereof, including in the event of a sale or other transaction as a result of which RCCI would cease to be a Subsidiary.

(b)

In order to effect the release and termination provided for in Section 4.2(a), the Issuer shall furnish to the Indenture Trustee a Certificate of the Issuer stating that, immediately after giving effect to such release and termination (as well as any concurrent release, termination, repayment or discharge of any other guarantee or other Debt of RCCI), the Company will be in compliance with Section 2.14(c) hereof. In the event that the release and termination is in connection with a sale or other transaction as a result of which RCCI would cease to be a Subsidiary, pro forma effect shall be given to such transaction (including the application of any proceeds therefrom) in determining the Issuer’s compliance with Section 2.14(c) and, accordingly, the amount of Debt subject to the Guarantee and any other Debt of RCCI shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Series Supplement, no opinion, report or certificate, other than the Certificate of the Issuer provided for in this Section 4.2(b), need be furnished to the Indenture Trustee for such release and termination. After its receipt of the aforementioned Certificate of the Issuer, the Indenture Trustee shall execute any documents reasonably requested by either the Issuer or RCCI in order to evidence the release of RCCI from its obligations under the Guarantee under this Article Four.

(c)

No supplemental indenture, amendment or waiver shall, without the consent of the Holder of each Outstanding Note, release RCCI from any of its obligations under Section 4.1 hereof, other than in accordance with the provisions of this Section 4.2 or the other release provisions set forth in the Indenture, or amend or modify the release provisions of this Section 4.2.

(d)

Notwithstanding the release provisions of Section 4.2(a) hereof, RCCI shall not be released from its obligations under this Article Four and the Guarantee will not be terminated if, immediately after such release and termination (and, if applicable, after giving effect to any transaction to occur concurrently therewith), RCCI remains a co-obligor with or a guarantor for, as applicable, the obligations of the Issuer under any Existing Note.

(e)

Notwithstanding the release provisions of this Section 4.2, any Person added as a Guarantor at the option of the Issuer pursuant to Section 2.2(u) of the Indenture may be released at the option of the Issuer at any time upon such conditions as may be specified in the supplement to this Series Supplement pursuant to which such added Guarantor provided its Guarantee. No opinion, report or certificate need be furnished to the Indenture Trustee for a release and termination pursuant to this Section 4.2(e) other than, where the Indenture or this Series Supplement has been amended to add the guarantee of such Guarantor, the Certificate of the Issuer provided for in Section 4.2(b) hereof. Nothing in this Section 4.2(e) shall modify or amend the release provisions applicable to RCCI pursuant to clauses (a) to (d) of this Section 4.2.

(a)

Unless RCCI has been released, or in connection with such transaction will be released, from its obligations under the Guarantee in accordance with the provisions of Section 4.2 hereof or any other release provision set forth in the Indenture, RCCI 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:

(i)

immediately after giving effect to such transaction (and treating any Debt which becomes an obligation of RCCI or a Subsidiary of RCCI in connection with or as a result of such transaction as having been incurred at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;

(ii)

either (x) RCCI shall be the continuing Person or (y) the Person (if other than RCCI) formed by such amalgamation or consolidation or into which RCCI is merged or the Person which acquires by conveyance, transfer, lease or other disposition the properties and assets of RCCI substantially as an entirety (the “Successor Guarantor”) shall, unless the Successor Guarantor is the Issuer, (A) be a corporation, company, partnership or trust organized and validly existing under the federal laws of Canada or any Province thereof or the laws of the United States of America or any State thereof or the District of Columbia and (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, all of the obligations of RCCI under the Guarantee (provided, however, that the Successor Guarantor shall not be required to execute and deliver such a supplemental indenture in the event of an amalgamation of RCCI with one or more other Persons, in which the amalgamation is governed by the laws of Canada or any province thereof, the Successor Guarantor and RCCI are, immediately prior to such amalgamation, organized and existing under the laws of Canada or any province thereof and upon the effectiveness of such amalgamation, the Successor Guarantor shall have become or shall continue to be (as the case may be), by operation of law, liable for the observance of all obligations of RCCI under the Guarantee); and

(iii)

RCCI, the Issuer or the Successor Guarantor, as applicable, shall have delivered to the Indenture Trustee a Certificate of the Issuer 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 Section 4.3(a) and that all conditions precedent herein provided for relating to such transaction have been satisfied.

(b)

Upon any amalgamation, consolidation or merger, or any conveyance, transfer, lease or other disposition of the properties and assets of RCCI substantially as an entirety in accordance with Section 4.3(a) hereof, the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, RCCI under this Series Supplement and the Indenture with the same effect as if such Successor Guarantor had been named as RCCI herein; and thereafter, except in the case of a lease, RCCI shall be released and relieved from all of its obligations under this Article Four, and the Guarantee shall be terminated and be of no further force or effect.”

6.1	Confirmation of Indenture and Affected Series Supplements

6.2	Acceptance of Trusts

6.3	Separability Clause

6.4	Counterparts and Formal Date

6.5	Electronic Execution

1.

Terms defined in this Indenture to which this Exhibit is attached and used herein have the meanings attributed to such terms in this 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 Issuer 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 Indebtedness”).

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 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 Debt Securities are not, without the consent of the Holders of the Debt 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 Debt Securities shall first be entitled to receive payment in full of all Senior Indebtedness 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 Debt owing to it; and

(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 Debt Securities to the extent necessary to pay in full all Senior Indebtedness remaining unpaid after giving effect to any concurrent payment or distribution to the Holders of the Debt Securities in respect of such Senior Indebtedness; 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 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 the Debt Securities for application to the payment of all Senior Indebtedness remaining unpaid until all Senior Indebtedness shall have been paid in full after giving effect to any concurrent payment or distribution to the Holders of the Debt Securities in respect of such Senior Indebtedness.

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 above 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 Indenture Trustee or any representative (if any) of the Holders of the Debt Securities for the purpose of ascertaining the identity of the Holders of the Debt Securities and the Indenture 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 Debt Securities as regards the Senior Indebtedness 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 Debt Securities as regards the Senior Indebtedness, 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 Debt Securities as regards the Senior Indebtedness 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 Indebtedness 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 Indebtedness 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.

8.

Upon the happening of an Event of Default with respect to any Senior Indebtedness permitting the Holders of the Debt Securities (or any of them) to accelerate the maturity of the Senior Indebtedness 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 Debt 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,

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 Sections 7 and 8 above:

(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 above has occurred in circumstances where notice of such proposed payment shall have been given by the Relevant Creditor or the Issuer to the Indenture 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 Indenture Trustee or the Holders of the Debt 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 by the Indenture Trustee (it being understood that nothing herein shall create any obligation on the part of the Indenture Trustee to give any such notice), or by the Issuer, in each case notifying the Relevant Creditor of the happening of an Event of Default with respect to the Senior Indebtedness 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

(a)

No right of the Indenture Trustee or any Holder as regards the Senior Indebtedness 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 Indenture 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 Indenture Trustee may have or be otherwise charged with.

(b)

The rights of the Indenture Trustee and the Holders of Debt 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.

(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 Indenture 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 Indenture Trustee, each and every Holder of the Debt Securities and their respective successors and assigns,

(c)

shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.