<PAGE>
                                                                     Exhibit 4.1

                                                                  EXECUTION COPY

                              ROGERS WIRELESS INC.,
                                     Issuer

                                       And

                              JPMORGAN CHASE BANK,
                                     Trustee

                                ----------------

                                    INDENTURE
                          Dated as of February 20, 2004

                                ----------------

                     6.375% Senior (Secured) Notes due 2014

<PAGE>

           RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939
                  AND INDENTURE, DATED AS OF FEBRUARY 20, 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) .................................................................................         1013
               (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
               (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.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                  Page
                                                                                                                  ----
<S>                                                                                                               <C>
                                                     ARTICLE ONE

                               DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101.      Definitions.................................................................................      1
                  "Acquired Debt".............................................................................      2
                  "Additional Securities".....................................................................      2
                  "Adjusted Treasury Rate"....................................................................      2
                  "Affiliate".................................................................................      2
                  "Agent Member"..............................................................................      2
                  "Applicable Procedures".....................................................................      2
                  "Attributable Debt".........................................................................      2
                  "bank credit facility"......................................................................      3
                  "Board of Directors"........................................................................      3
                  "Board Resolution"..........................................................................      3
                  "Business Day"..............................................................................      3
                  "Canadian Dollars", "Cdn Dollars" or "Cdn$".................................................      3
                  "Capital Lease Obligation"..................................................................      3
                  "Capital Stock".............................................................................      3
                  "cash equivalents"..........................................................................      3
                  "Collateral Documents"......................................................................      4
                  "Commission"................................................................................      4
                  "Common Stock"..............................................................................      4
                  "Company"...................................................................................      4
                  "Company Request" or "Company Order"........................................................      4
                  "Comparable Treasury Issue".................................................................      4
                  "Comparable Treasury Price".................................................................      4
                  "Consolidated Net Tangible Assets"..........................................................      4
                  "Consolidated Tangible Assets"..............................................................      4
                  "Consolidation".............................................................................      4
                  "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
                  "Depositary"................................................................................      6
                  "Disqualified Stock"........................................................................      6
                  "Event of Default"..........................................................................      6
                  "Exchange Act"..............................................................................      6
</TABLE>

                                        i
<PAGE>

<TABLE>
<S>                                                                                                                <C>
                  "Exchange Offer"............................................................................      6
                  "Exchange Offer Registration Statement".....................................................      7
                  "Exchange Securities".......................................................................      7
                  "Excluded Assets"...........................................................................      7
                  "Excluded Securities".......................................................................      7
                  "Existing Secured Securities"...............................................................      7
                  "Existing Subordinated Notes"...............................................................      8
                  "Fitch IBCA"................................................................................      8
                  "Generally Accepted Accounting Principles" or "GAAP"........................................      8
                  "Holder"....................................................................................      8
                  "Indenture".................................................................................      8
                  "Indenture Obligations".....................................................................     10
                  "Initial Securities"........................................................................      8
                  "Inter-Company Deeply Subordinated Debt"....................................................      8
                  "Inter-Company Subordinated Debt"...........................................................      8
                  "Interest Payment Date".....................................................................      9
                  "Investment"................................................................................      9
                  "Investment Grade Rating"...................................................................      9
                  "Lien"......................................................................................      9
                  "Maturity"..................................................................................      9
                  "Moody's"...................................................................................      9
                  "Officers' Certificate".....................................................................      9
                  "Opinion of Counsel"........................................................................      9
                  "Outstanding"...............................................................................      9
                  "Paying Agent"..............................................................................     10
                  "Person"....................................................................................     10
                  "Pledge Agreement"..........................................................................     10
                  "Predecessor Security"......................................................................     10
                  "Preferred Stock"...........................................................................     11
                  "Principal Property"........................................................................     11
                  "Purchase Money Obligations"................................................................     11
                  "QIB".......................................................................................     11
                  "Quotation Agent"...........................................................................     11
                  "Rating Agencies"...........................................................................     11
                  "Rating Date"...............................................................................     11
                  "Rating Decline"............................................................................     11
                  "RCI".......................................................................................     11
                  "Redemption Date"...........................................................................     12
                  "Redemption Price"..........................................................................     12
                  "Reference Treasury Dealer".................................................................     12
                  "Reference Treasury Dealer Quotations"......................................................     12
                  "Registration Rights Agreement".............................................................     12
                  "Registration Statement"....................................................................     12
                  "Regular Record Date".......................................................................     12
                  "Regulation S"..............................................................................     12
                  "Responsible Officer".......................................................................     12
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                                <C>
                  "Restricted Subsidiary".....................................................................     12
                  "Rogers Entities"...........................................................................     13
                  "Rule 144A".................................................................................     13
                  "Sale and Leaseback Transaction"............................................................     13
                  "Secured Debt"..............................................................................     13
                  "Securities Act"............................................................................     13
                  "Security" and "Securities".................................................................     13
                  "Senior Debt"...............................................................................     14
                  "Shelf Registration Statement"..............................................................     14
                  "Special Record Date".......................................................................     14
                  "S&P".......................................................................................     14
                  "Stated Maturity"...........................................................................     14
                  "Subsidiary"................................................................................     14
                  "Supplier Obligations"......................................................................     14
                  "Tangible Assets"...........................................................................     14
                  "Trust Bond"................................................................................     15
                  "Trust Estate"..............................................................................     15
                  "Trust Indenture Act".......................................................................     15
                  "Trustee"...................................................................................     15
                  "U.S. Dollars", "United States Dollars", "U.S.$" and the symbol "$".........................     15
                  "Unrestricted Subsidiary"...................................................................     15
                  "Voting Shares".............................................................................     15
Section 102.      Other Definitions...........................................................................     15
Section 103.      Compliance Certificates and Opinions........................................................     16
Section 104.      Form of Documents Delivered to the Trustee..................................................     17
Section 105.      Acts of Holders.............................................................................     17
Section 106.      Notices, Etc., to Trustee and Company.......................................................     18
Section 107.      Notice to Holders; Waiver...................................................................     19
Section 108.      Conflict of Any Provision of Indenture with the Trust Indenture Act.........................     19
Section 109.      Effect of Headings and Table of Contents....................................................     20
Section 110.      Successors and Assigns......................................................................     20
Section 111.      Separability Clause.........................................................................     20
Section 112.      Benefits of Indenture.......................................................................     20
Section 113.      Governing Law...............................................................................     20
Section 114.      Legal Holidays..............................................................................     20
Section 115.      Agent for Service; Submission to Jurisdiction; Waiver of Immunities.........................     21
Section 116.      Conversion of Currency......................................................................     21
Section 117.      Currency Equivalent.........................................................................     22
Section 118.      No Recourse Against Others..................................................................     23
Section 119.      Reliance on Financial Data..................................................................     23
Section 120.      Documents in English........................................................................     23
</TABLE>

                                       iii
<PAGE>

<TABLE>
                                                     ARTICLE TWO

                                                    SECURITY FORMS
<S>                                                                                                                <C>
Section 201.      Forms Generally.............................................................................     23
Section 202.      Restrictive Legends.........................................................................     24
Section 203.      Form of Face of Security....................................................................     26
Section 204.      Form of Reverse of Security.................................................................     29
Section 205.      Form of Trustee's Certificate of Authentication.............................................     32


                                                    ARTICLE THREE

                                                    THE SECURITIES

Section 301.      Title and Terms.............................................................................     33
Section 302.      Denominations...............................................................................     33
Section 303.      Execution, Authentication, Delivery and Dating..............................................     34
Section 304.      Temporary Securities........................................................................     35
Section 305.      Registration, Registration of Transfer and Exchange.........................................     35
Section 306.      Book-Entry Provisions for Global Securities.................................................     36
Section 307.      Special Transfer Provisions.................................................................     38
Section 308.      Mutilated, Destroyed, Lost and Stolen Securities............................................     40
Section 309.      Payment of Interest; Interest Rights Preserved..............................................     41
Section 310.      Persons Deemed Owners.......................................................................     42
Section 311.      Cancellation................................................................................     42
Section 312.      Computation of Interest.....................................................................     42

                                                     ARTICLE FOUR

                                          DEFEASANCE AND COVENANT DEFEASANCE

Section 401.      Company's Option to Effect Defeasance or Covenant Defeasance................................     42
Section 402.      Defeasance and Discharge....................................................................     43
Section 403.      Covenant Defeasance.........................................................................     43
Section 404.      Conditions to Defeasance or Covenant Defeasance.............................................     44
Section 405.      Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous
                    Provisions................................................................................     46
Section 406.      Reinstatement...............................................................................     47
</TABLE>

                                       iv
<PAGE>

<TABLE>
                                                     ARTICLE FIVE

                                                       REMEDIES
<S>                                                                                                                <C>
Section 501.      Events of Default...........................................................................     47
Section 502.      Acceleration of Maturity; Rescission and Annulment..........................................     51
Section 503.      Collection of Indebtedness and Suits for Enforcement by Trustee.............................     52
Section 504.      Trustee May File Proofs of Claim............................................................     53
Section 505.      Trustee May Enforce Claims Without Possession of Securities.................................     54
Section 506.      Application of Money Collected..............................................................     54
Section 507.      Limitation on Suits.........................................................................     54
Section 508.      Unconditional Right of Holders to Receive Principal, Premium and Interest...................     55
Section 509.      Restoration of Rights and Remedies..........................................................     55
Section 510.      Rights and Remedies Cumulative..............................................................     55
Section 511.      Delay or Omission Not Waiver................................................................     56
Section 512.      Control by Holders..........................................................................     56
Section 513.      Waiver of Past Defaults.....................................................................     56
Section 514.      Undertaking for Costs.......................................................................     57
Section 515.      Waiver of Stay, Extension or Usury Laws.....................................................     57
Section 516.      Change in Control Offer.....................................................................     57


                                                     ARTICLE SIX

                                                     THE TRUSTEE

Section 601.      Certain Duties and Responsibilities.........................................................     60
Section 602.      Notice of Defaults..........................................................................     61
Section 603.      Certain Rights of Trustee...................................................................     61
Section 604.      Not Responsible for Recitals or Issuance of Securities......................................     62
Section 605.      May Hold Securities.........................................................................     62
Section 606.      Money Held in Trust.........................................................................     62
Section 607.      Compensation, Reimbursement and Indemnity...................................................     63
Section 608.      Conflicting Interests.......................................................................     63
Section 609.      Corporate Trustee Required; Eligibility.....................................................     63
Section 610.      Resignation and Removal; Appointment of Successor...........................................     64
Section 611.      Acceptance of Appointment by Successor......................................................     65
Section 612.      Merger, Conversion, Consolidation or Succession to Business.................................     65
Section 613.      Trustee Not to Be Appointed Receiver........................................................     65
Section 614.      Acceptance of Trusts........................................................................     65
</TABLE>

                                        v

<PAGE>

<TABLE>
<S>                                                                                                                <C>

                                                    ARTICLE SEVEN

                                  HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701.      Disclosure of Names and Addresses of Holders................................................     66
Section 702.      Reports by Trustee..........................................................................     66
Section 703.      Reports by Company..........................................................................     66

                                                    ARTICLE EIGHT

                                   AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE,
                                                  TRANSFER OR LEASE

Section 801.      Company May Amalgamate, Etc., Only on Certain Terms.........................................     67
Section 802.      Successor Substituted.......................................................................     68
Section 803.      Securities to be Secured in Certain Events..................................................     68

                                                     ARTICLE NINE

                                     SUPPLEMENTS AND AMENDMENTS TO INDENTURE AND
                                                 COLLATERAL DOCUMENTS

Section 901.      Supplemental Indentures and Amendments Without Consent of Holders...........................     69
Section 902.      Actions by the Trustee under the Deed of Trust..............................................     69
Section 903.      Supplemental Indentures and Certain Amendments with Consent of Holders......................     71
Section 904.      Amendments to Collateral Documents..........................................................     72
Section 905.      Execution of Supplemental Indentures........................................................     72
Section 906.      Effect of Supplemental Indentures...........................................................     72
Section 907.      Conformity with the Trust Indenture Act.....................................................     72
Section 908.      Reference in Securities to Supplemental Indentures..........................................     73
Section 909.      Execution of Subordination Agreements.......................................................     73

                                                     ARTICLE TEN

                                                      COVENANTS

Section 1001.     Payment of Principal, Premium and Interest..................................................     73
Section 1002.     Maintenance of Offices or Agencies..........................................................     73
Section 1003.     Money for Security Payments to Be Held in Trust.............................................     74
Section 1004.     Corporate Existence.........................................................................     75
Section 1005.     Payment of Taxes and Other Claims...........................................................     75
Section 1006.     Maintenance of Properties...................................................................     75
Section 1007.     Limitation on Liens.........................................................................     76
</TABLE>
                                       vi

<PAGE>

<TABLE>
<S>                                                                                                               <C>
Section 1008.     Restricted Subsidiaries.....................................................................     78
Section 1009.     Limitation on Secured Debt..................................................................     79
Section 1010.     Limitation on Sale and Leaseback Transactions...............................................     80
Section 1011.     Provision of Financial Information..........................................................     80
Section 1012.     Payment of Additional Amounts...............................................................     80
Section 1013.     Statement as to Compliance..................................................................     82
Section 1014.     Waiver of Certain Covenants.................................................................     82
Section 1015.     Release of Security.........................................................................     82

                                                    ARTICLE ELEVEN

                                               REDEMPTION OF SECURITIES

Section 1101.     Right of Redemption.........................................................................     83
Section 1102.     Applicability of Article....................................................................     84
Section 1103.     Election to Redeem; Notice to Trustee.......................................................     84
Section 1104.     Selection by Trustee of Securities to Be Redeemed...........................................     84
Section 1105.     Notice of Redemption........................................................................     84
Section 1106.     Deposit of Redemption Price.................................................................     85
Section 1107.     Securities Payable on Redemption Date.......................................................     85
Section 1108.     Securities Redeemed in Part.................................................................     85
Section 1109.     Effect of Change in Control Purchase Notice.................................................     86
Section 1110.     Deposit of Change in Control Purchase Price.................................................     86
Section 1111.     Securities Purchased in Part................................................................     87
Section 1112.     Repayment to the Company....................................................................     87

                                                    ARTICLE TWELVE

                                                  SECURITY DOCUMENTS

Section 1201.     Pledge Agreement............................................................................     87
Section 1202.     Recording...................................................................................     88
Section 1203.     Custody of Trust Estate.....................................................................     89
Section 1204.     Suits to Protect the Trust Estate...........................................................     89
Section 1205.     Release upon Termination of the Company's Obligations.......................................     89

TESTIMONIUM...................................................................................................    100

SIGNATURES AND SEALS..........................................................................................    100

ACKNOWLEDGMENTS...............................................................................................    101
</TABLE>
                                       vii

<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

                                      viii

<PAGE>


                  INDENTURE dated as of February 20, 2004 between Rogers
Wireless Inc., a corporation organized under the Canada Business Corporations
Act (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 6.375% Senior (Secured) Notes due 2014 (hereinafter called the
"Initial Securities") and 6.375% Exchange Senior (Secured) 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;

                  (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;

                                       1
<PAGE>

                  (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.

                  "Acquired Debt" means Debt of a Person (including an
Unrestricted Subsidiary) existing at the time such Person becomes a Restricted
Subsidiary or assumed in connection with the acquisition of assets from such
Person.

                  "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.

                  "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 an 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

                                       2
<PAGE>

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.

                  "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.

                  "cash equivalents" means money, certified cheques, demand
deposit accounts held by the Deed Trustee or other instruments or investments of
equivalent liquidity and safety.

                                       3
<PAGE>

                  "Collateral Documents" means, collectively, the Trust Bond,
the Deed of Trust and the Pledge 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.

                  "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 sum of 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

                                       4
<PAGE>

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, subject to the immediately preceding
sentence, the accounts of the Company or any Restricted Subsidiary include the
accounts of any Person, 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, 15th Floor, New York, New
York 10004.

                  "Debt" means, with respect to any Person, without duplication
and (except as provided in clause (ii) 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
         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;

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

                  (vii)    Acquired Debt; and

                  (viii)   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 (vii) 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.

                                       5
<PAGE>

                  "Deed of Trust" means the Amended and Restated Deed of Trust
and Mortgage dated as of March 15, 1997, between the Company and the Deed
Trustee, as amended by the First Supplemental Deed of Trust and Mortgage dated
March 19, 1997, 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 which is, or after notice or passage
of time or both would be, an Event of Default.

                  "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 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.

                                       6
<PAGE>

                  "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 assets of any Person other
than the Company or a Restricted Subsidiary; (ii) Investments in the Capital
Stock of an Unrestricted Subsidiary held by the Company or a Restricted
Subsidiary; (iii) 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 (iv)
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;

                  (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 Secured Securities" means securities evidencing
indebtedness under the Company's 10 1/2% Senior Secured Notes due 2006, 8.30%
Senior Secured Notes due 2007, 9 3/8%

                                       7
<PAGE>

Senior Secured Debentures due 2008, 9 5/8% Senior (Secured) Notes due 2011 and
9 3/4% Senior Secured Debentures due 2016.

                  "Existing Subordinated Notes" means securities evidencing
indebtedness under the Company's 8.80% Senior Subordinated Notes due 2007.

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

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

                  "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.

                  "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 any Additional Amounts, 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.

                                       8
<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, real or personal,
movable or immovable, now owned or hereafter acquired.

                  "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 or by declaration of acceleration, call for redemption or
otherwise.

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

                  "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.

                  "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:

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

                                       9
<PAGE>

                  (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 them
         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 February 20, 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 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.

                                       10
<PAGE>

                  "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 land, land improvements, buildings
and associated factory, laboratory, office and switching equipment (excluding
all products marketed by the Company or any of its Subsidiaries) 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 the date of such 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 or (ii) in which the interest of the Company and all its Subsidiaries does
not exceed 50%.

                  "Purchase Money Obligations" means, with respect to any
Person, obligations, other than Capital Lease Obligations and Supplier
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, Fitch IBCA and Moody's, 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 may be extended 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 such
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 such Securities by at least two of the three Rating
Agencies shall be decreased by one or more gradations (including gradations
within rating categories as well as between rating categories).

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

                                       11
<PAGE>

                  "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 successors; 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 February 20, 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 February 15 or August 15 (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 Date" shall have the meaning ascribed thereto in
Section 1015.

                  "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 Restricted 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 1008 of this
Indenture and excludes any Person (including any of the foregoing), that ceases
to be a Restricted Subsidiary in accordance with Section 1008 of this Indenture
or (b) on or after

                                       12
<PAGE>

the Release Date, any Subsidiary of the Company other than an Unrestricted
Subsidiary. As of the date hereof, the only Restricted Subsidiary of the Company
is Rogers Wireless Alberta Inc.

                  "Rogers Entities" means RCI and its Affiliates.

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

                  "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.

                  "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.

                  "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

                                       13
<PAGE>

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.

                  "Senior Debt" means any Debt of the Company or any Restricted
Subsidiary other than Debt the repayment of which or any security for which has
been expressly subordinated to the obligations under the Securities or to the
senior indebtedness of such Restricted Subsidiary, as the case may be.

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

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

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

                  "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.

                  "Subsidiary" means any firm, 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.

                  "Supplier Obligations" means any obligation of the Company on
a Consolidated basis incurred or assumed in the ordinary course of business and
in favor of a supplier or other Person for the deferred purchase price of goods
supplied to the Company or any other Restricted Subsidiary in respect of which
goods the Deed Trustee has postponed its prior security interest in favor of
such supplier or other Person and in respect of which the Company shall have
delivered a notice to the Deed Trustee which notice sets forth (i) the name of
such supplier or other Person, (ii) a brief description of the supply agreement
governing such Supplier Obligations and (iii) the amount of the Supplier
Obligations that may be incurred or assumed under such agreement.

                  "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.

                                       14
<PAGE>

                  "Trust Bond" means a bond in the principal amount of
U.S.$3,000,000,000 issued by the Company 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.

                  "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 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 1008 of
         this Indenture; 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 by the Board of Directors in accordance with
         Section 1008 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 TERM                                                                                       IN SECTION
------------                                                                                       ----------
<S>                                                                                                <C>
Act............................................................................................        105
Additional Amounts.............................................................................       1012
Amended Deed of Trust..........................................................................        902
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
</TABLE>

                                       15
<PAGE>

<TABLE>
<S>                                                                                                   <C>
Change in Control Triggering Event.............................................................        501
Covenant Defeasance............................................................................        403
Custodian......................................................................................        501
Defaulted Interest.............................................................................        309
defeasance.....................................................................................        402
Edward S. Rogers...............................................................................        501
Excluded Holder................................................................................       1012
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.......................................................................        201
Qualified Persons..............................................................................        501
Qualifying Trust...............................................................................        501
rate(s) of exchange............................................................................        116
Regulation S Global Securities.................................................................        201
Relevant Person................................................................................        119
Restricted Global Securities...................................................................        201
Security Register..............................................................................        305
Security Registrar.............................................................................        305
Taxes..........................................................................................       1012
U.S. Government Obligations....................................................................        404
</TABLE>

                  In addition, the terms "Bondholders' Direction", "Bondholders'
Resolution", "Mortgaged Property", "Senior Secured Bondholders" 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.

                                       16
<PAGE>

                  Every certificate or opinion (other than the certificates
required by Section 1013) 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 condition or covenant 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 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

                                       17
<PAGE>

         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 such
         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
         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.

                                       18
<PAGE>

                  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 in care of Rogers Communications Inc., 10th Floor, 333
         Bloor Street East, Toronto, Ontario, Canada, M4W 1G9, Attention: Senior
         Vice President, Finance and Chief Financial Officer, with a copy to
         Lorraine Daly, Vice President, Treasurer of the Company, One Mt.
         Pleasant Road, 6th Floor, Toronto, Ontario, Canada, M4Y 2Y5, or, in
         either case, at any other address previously furnished in writing to
         the Trustee.

         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.

         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,

                                       19
<PAGE>

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.

         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.

                                       20
<PAGE>

         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
Senior Vice President, Finance and Chief Financial Officer at its principal
office in Toronto, Canada, with copies to Rogers Communications Inc., 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.

         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.

                                       21
<PAGE>

                  (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 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

                                       22
<PAGE>

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 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 Initial Securities shall be known as the "6.375% Senior
(Secured) Notes due 2014" and the Exchange Securities shall be known as the
"6.375% Exchange Senior (Secured) Notes due 2014", in each case, of the Company.
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

                                       23
<PAGE>

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.

                  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 WIRELESS
         INC. THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE
         TRANSFERRED (X) PRIOR TO THE SECOND ANNIVERSARY OF THE ISSUANCE HEREOF
         (OR A

                                       24
<PAGE>

         PREDECESSOR SECURITY HERETO) OR (Y) BY ANY HOLDER THAT WAS AN AFFILIATE
         OF ROGERS WIRELESS INC. AT ANY TIME DURING THE THREE MONTHS PRECEDING
         THE DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN

                           (1)      TO ROGERS WIRELESS 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),

                           (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 WIRELESS 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

                                       25
<PAGE>

         RIGHT OF ROGERS WIRELESS 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) will 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 WHICH
                  DATE IS 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.

         SECTION 203. FORM OF FACE OF SECURITY.

                              ROGERS WIRELESS INC.

                                       26
<PAGE>

                    6.375% [Exchange]* SENIOR (SECURED) NOTES
                                    DUE 2014

No.               U.S.$                                                    CUSIP

                  Rogers Wireless Inc., a corporation organized under the Canada
Business Corporations Act (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 1, 2014,
at the office or agency of the Company referred to below, and to pay interest
thereon on September 1, 2004 and semiannually thereafter, on March 1 and
September 1 in each year, from February 20, 2004 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for, at
the rate of 6.375% 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 February 15 or August 15 (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 February 20, 2004, between the
Company and the Initial 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

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

   **    Include only for Initial Securities.

                                       27
<PAGE>

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 OFFICES OR AGENCIES 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 U.S. DOLLARS;
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 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.

------------------
     *   Include only for Initial Securities.

                                       28
<PAGE>

                  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 UNDER ITS CORPORATE SEAL.

DATED:                                      ROGERS WIRELESS INC.

                                            BY _________________________________

                                            BY _________________________________

         SECTION 204. FORM OF REVERSE OF SECURITY.

                  This Security is one of a duly authorized issue of securities
of the Company designated as its 6.375% [Exchange]* Senior (Secured) Notes due
2014 (herein called the "Securities"), which may be issued under an indenture
(herein called the "Indenture") dated as of February 20, 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 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 1012 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.

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

                                       29
<PAGE>

                  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 50 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.

                                       30
<PAGE>

                  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 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 offices or agencies 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.

                                       31
<PAGE>

                  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.

         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

                                       32
<PAGE>

                                  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.$750,000,000 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 Sections 303, 304, 305, 306,
516, 908, 1108 or 1111.

                  The Initial Securities shall be known and designated as the
"6.375% Senior (Secured) Notes due 2014" and the Exchange Securities shall be
known and designated as the "6.375% Exchange Senior (Secured) Notes due 2014",
in each case, of the Company. The Stated Maturity of the Securities shall be
March 1, 2014 and they shall bear interest at the rate of 6.375% per annum from
February 20, 2004, or the most recent Interest Payment Date to which interest
has been paid or duly provided for, payable on September 1, 2004, and
semi-annually thereafter on March 1 and September 1 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 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.

                                       33
<PAGE>

         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, its Vice Chairman, its
President, any Vice Presidents or its Treasurer, under its corporate seal
reproduced thereon and attested by its Secretary or one of its Assistant
Secretaries. 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.$750,000,000, 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.

                  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

                                       34
<PAGE>

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.

         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

                                       35
<PAGE>

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 under the Indenture 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 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 Sections 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,

                                       36
<PAGE>

         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.

                  (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 Trustee, as
         Security Registrar. With regard to any Global Security to be exchanged
         in part, either such Global

                                       37
<PAGE>


         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,
         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

                                       38
<PAGE>

         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 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 February 20, 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

                                       39
<PAGE>

         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 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.

                                       40
<PAGE>

                  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.

                  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

                                       41
<PAGE>

         (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 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.

                                       42
<PAGE>

                  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 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, 306, 1002,
1003, 1012 (for purposes of applying Section 1012, 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 1012) 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 1013, (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
is, 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 1011 with 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"

                                       43
<PAGE>

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 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

                                       44
<PAGE>

                  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 February 17,
                  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 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.

                                       45
<PAGE>

                           (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 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

                                       46
<PAGE>

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 of the principal of (or
         premium, if any, on) any Security at its Maturity; or

                  (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, prior to the Release Date, 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

                                       47
<PAGE>

         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) or clause (ii), the Debt that is the subject of
         such non-payment has not been discharged, or such non-payment or
         acceleration has not been rescinded or annulled, 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

                           (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 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

                                       48
<PAGE>

                  (j)      prior to the Release Date, the Deed Trustee shall
         commence proceedings or take any action, or shall have been directed by
         one or more holders of Deed of Trust Bonds to commence proceedings or
         take any action, to realize upon the Lien Hereof (as defined in the
         Deed of Trust as in effect on the date hereof); 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 4.4 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.

                  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 (as defined 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 (as defined in
Rule 13d-5 of the Exchange Act), other than (A) Members of the Rogers Family or
RCI or a Person or Group controlled by 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

                                       49
<PAGE>

shall be deemed to have occurred at the time such approvals have been obtained
and become effective under applicable law.

                  "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.

                  "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.

                                       50
<PAGE>

                  "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, 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

                                       51
<PAGE>

                  (b)      all Events of Default, other than the non-payment of
         principal of, premium, if any, or interest on the 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 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

                                       52
<PAGE>

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 the giving of a
Bondholders' Direction, 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 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

                                       53
<PAGE>

         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 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.

                  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;

                                       54
<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.

         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

                                       55
<PAGE>

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 it which is not
         inconsistent with such direction.

         SECTION 513. WAIVER OF PAST DEFAULTS.

                  The Holders of a majority in 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.

                  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.

                                       56
<PAGE>

         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 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 News Wire 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

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         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.

                  (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;

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<PAGE>

                           (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 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 1012 in respect
         of any amounts paid by such third party hereunder (for this purpose,
         Section 1012 is modified

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<PAGE>

         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 1012 (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:

                           (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

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<PAGE>

                           (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 or Event of 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:

                  (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;

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<PAGE>

                  (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 representations as to the validity or sufficiency of this
Indenture or 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.

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<PAGE>

         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.

                  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.

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<PAGE>

         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, or

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

                           (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 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 and any other interested party, and in
                  the case of clauses (2) and (3) above, the Holder of any
                  Security who has been a bona fide Holder of a Security for at
                  least six months 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

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<PAGE>

         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 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.

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<PAGE>

                  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.

                  (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:

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<PAGE>

                  (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 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

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         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 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.

         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 the 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 1007 and on or after the Release Date pursuant to Section
1009 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.

                                  ARTICLE NINE

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                   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)      notwithstanding Section 904, to effect the release of
         security as provided in Section 1015;

                  (f)      on or after the Release Date, if (i) the ratings
         assigned to the Securities by at least two of the three Rating Agencies
         are Investment Grade Ratings and (ii) other than under a bank credit
         facility, there is no Debt of the Company outstanding with events of
         default comparable to the Events of Default specified in Section 501(d)
         and Section 501(e), to amend the Indenture without the consent of the
         Holders to eliminate the Events of Default specified under Section
         501(d) and Section 501(e); or

                  (g)      to make any other change that does not adversely
         affect the rights of any Holder or to further secure the Securities.

         SECTION 902. ACTIONS BY THE TRUSTEE UNDER THE DEED OF TRUST

                  (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

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<PAGE>

         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.

                  (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 or lower priority under the Deed of
         Trust 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 executes a Bondholders' Resolution 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
         incur a Lien under clause (viii) of Section 1007 and that the
         incurrence of such Lien 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 or acceptance or take other action authorizing the
         incurrence of such Lien (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, without consent of any Holder, shall
         execute such Bondholders' Resolution (or so cast its votes in person or
         by proxy).

                  (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 Restricted Subsidiary as an Unrestricted
         Subsidiary (as defined in the Deed of Trust) under 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 1008(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 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

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<PAGE>

         any action referred to in clauses (a) through (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 not
         adversely affect the rights of any Holder or the rights of the Trustee
         as the holder of the Trust Bond, 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.

         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 any premium payable
         upon the redemption 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

                  (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 1014, 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

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<PAGE>

                  (e)      permit the creation of any Lien on the Trust Estate
         or any part thereof (other than the Lien of the Pledge Agreement) or,
         subject to Section 1015, 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
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)      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.

         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.

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<PAGE>

                  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).

                                   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 OFFICES OR AGENCIES.

                  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
addresses 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.

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<PAGE>

                  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 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

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<PAGE>

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.

         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

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<PAGE>

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. 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 (A) 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 and (B) Supplier Obligations not exceeding at any time an
         aggregate principal amount of Cdn$100,000,000; provided that no assets
         or property of the Company or any Restricted Subsidiary (other than the
         property acquired in connection with such Capital Lease Obligation,
         Purchase Money Obligation or Supplier 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 (A) were not
         incurred in contemplation of the acquisition of such property or assets
         and (B) 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;

                  (vi)     Liens securing Debt (and other related obligations)
         under (A) one or more bank credit facilities in an aggregate principal
         amount not to exceed Cdn$800,000,000 in the aggregate at any time
         outstanding or (B) one or more operating credit facilities in an
         aggregate principal amount not to exceed Cdn$20,000,000 at any time;
         provided that such Debt was incurred in compliance with the provisions
         of this Indenture and that such Liens are limited to a pledge of Deed
         of Trust Bonds;

                  (vii)    Liens securing Debt (and other related obligations);
         provided that such Liens are limited to Liens securing Deed of Trust
         Bonds;

                  (viii)   the contractual right of holders of Deed of Trust
         Bonds who provide funds to the Deed Trustee to make payments relating
         to Supplier Obligations to be paid out of the proceeds received by the
         Deed Trustee from the enforcement of any remedy provided

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<PAGE>

         for in the Deed of Trust prior to the payment of such proceeds to
         holders of Senior Debt to the extent and in the manner prescribed in
         the Deed of Trust;

                  (ix)     Liens which, together with the Debt secured thereby,
         by their respective terms and by contract with the Deed Trustee,
         provide that:

                           (1)      they are subordinated and postponed to all
                  Senior Debt and all Liens therefor, now or hereafter existing
                  or granted, with the result that (x) upon any failure to make
                  any payment on account of the Senior Debt when due which has
                  not been cured or waived, or (y) upon any dividend or other
                  payment to, or any issuance of debt or equity securities to,
                  or any distribution of the assets of, the Company or any other
                  Restricted Subsidiary among, the creditors of the Company or
                  any other Restricted Subsidiary upon a dissolution,
                  liquidation, reorganization, insolvency or bankruptcy of, or
                  arrangement, compromise or restructuring of debts or assets
                  of, the Company or any other Restricted Subsidiary, or (z)
                  upon the occurrence of any other event specified in the
                  instrument creating such subordinated Debt or Lien, the
                  holders of Senior Debt shall be entitled to receive payment in
                  full before the holders of such subordinated Debt are entitled
                  to receive any payment on such subordinated Debt; and

                           (2)      the holders of any such subordinated Lien or
                  Debt will not be entitled to (x) contest the validity,
                  priority, perfection or enforceability of any Lien granted in
                  respect of Senior Debt, or (y) take any steps whatsoever
                  including, without limitation, registration of such
                  subordinated Lien, that result in such subordinated Lien (A)
                  ranking prior to or pari passu with the Liens granted in
                  respect of the Senior Debt or (B) charging any property or
                  assets of the Company or any other Restricted Subsidiary that
                  are intended to be subject to any Lien granted in respect of
                  the Senior Debt but are not at the time so charged for the
                  benefit of the Senior Debt;

                  (x)      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 Company 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;

                  (xi)     the Lien of any judgment rendered which is being
         contested diligently and in good faith by appropriate proceedings by
         the Company, 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
         Company and the Restricted Subsidiaries to operate the business or
         operations of the Company;

                  (xii)    any Lien arising under the Construction Lien Act
         (Ontario), as amended or replaced, or similar legislation dealing with
         mechanics Liens or the privileged claims of builders and suppliers of
         materials in any other province of Canada in which the relevant part of
         the applicable property is located (each, a "Lien Act"), provided that
         the aggregate amount of all such Liens is less than Cdn$1,000,000, the
         Lien is being

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<PAGE>

         contested diligently if permitted by any such applicable Lien Act and
         any applicable holdback (as defined by the applicable Lien Act) is
         being maintained in accordance with such Lien Act;

                  (xiii)   any mortgage, charge, pledge, Lien or security
         interest howsoever ranking for which provision has been made by the
         deposit with the Deed Trustee of cash, a bank draft or letter of
         credit, surety bond or other security in an amount sufficient to pay
         the same and all interest and costs in connection therewith at
         maturity;

                  (xiv)    reservations, limitations, provisos and conditions
         expressed in any original grants from the Crown which do not materially
         adversely impair the use of the subject property;

                  (xv)     licenses, easements, rights-of-way and rights in the
         nature of easements (including, without in any way limiting the
         generality of the foregoing, licenses, easements, rights-of-way and
         rights in the nature of easements for sidewalks, public ways, sewers,
         drains, gas, steam and water mains or electric light and power, or
         telephone and telegraph conduits, poles, wires and cable) which will
         not in the aggregate materially and adversely impair the use of the
         subject property or in respect to which the Company or any of the
         Restricted Subsidiaries, as the case may be, has made satisfactory
         arrangements for relocation so that such use will not in the aggregate
         be materially and adversely impaired;

                  (xvi)    zoning and building by-laws and ordinances, municipal
         by-laws and regulations, and restrictive covenants which do not
         materially interfere with the use of the subject property;

                  (xvii)   title defects or irregularities which are of a minor
         nature and which in the aggregate will not materially affect the Deed
         of Trust Collateral granted to the Deed Trustee pursuant to the Deed of
         Trust or materially impair the use of the subject property for the
         purpose for which it is held by the Company or any of the Restricted
         Subsidiaries, as the case may be;

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

                  (xix)    Liens, other than Liens incurred pursuant to the
         foregoing clauses (i) to (xviii), securing or otherwise in respect of
         up to Cdn$20,000,000 aggregate amount of obligations of the Company or
         any Restricted Subsidiary at any time outstanding.

                  To the extent that any Lien qualifies or may be considered
under more than one of the foregoing clauses (i) through (xviii) (or any
subclause therein), it shall be deemed to constitute a Lien permitted under this
Section 1007 pursuant to the clause (or subclause) designated from time to time
by the Company, which designation need not be in writing.

         SECTION 1008. 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

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         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 of Trust)
         under the Deed of Trust; provided, however, that for the purposes of
         this Section 1008, (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 (i) any
         Unrestricted Subsidiary as a Restricted Subsidiary or (ii) prior to the
         Release Date, any Person that is to become a Subsidiary as a Restricted
         Subsidiary, unless:

                  (i)      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;

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

                  (iii)    prior to the Release Date, such Unrestricted
         Subsidiary or such Person becomes a Restricted Subsidiary (as defined
         in the Deed of Trust) under the Deed of Trust.

                  (c)      Nothing is this Section 1008 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 1009. 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 and the aggregate amount of Attributable Debt then outstanding
pursuant to Sale and Leaseback Transactions would not exceed 15% of 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 1009 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 1009.

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         SECTION 1010. 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 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 Debt
secured by a Lien, excluding Debt which is secured to the same extent as the
Securities, does 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 long-term debt of the Company or a Restricted Subsidiary,
provided that in no event shall the Company be required on or prior to the Fifth
Anniversary to retire Securities pursuant to this Section 1010 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 1010 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 1011. 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 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
         1011(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 1012. 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

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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 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,

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<PAGE>

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 1012 shall
survive the termination of this Indenture and the payment of all amounts under
or with respect to the Securities.

         SECTION 1013. 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 the
Collateral Documents. For purposes of this Section 1013, such compliance shall
be determined without regard to any period of grace or requirement of notice
under this Indenture or the Collateral Documents.

                  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 1014. 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 1011 if, before or
after the time for such compliance, the Holders of a majority in aggregate
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 1015. 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

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<PAGE>

         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 this 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. 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 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 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.

                                 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 February 17,
         2004, the

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         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 1012
         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 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,
by lot or such other method as the Trustee in its sole discretion shall deem
appropriate and just, 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:

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                  (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.

                  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.

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<PAGE>

                  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 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.

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<PAGE>

                  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 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 the Securities, 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

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<PAGE>

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 assume 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 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 March 1 in each year beginning with the year 2005,
         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.

                                       88
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         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 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 a Company
         Order and 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.

                                      * * *

                                       89
<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, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.

                                             ROGERS WIRELESS INC.

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

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

Attest: /s/ David P. Miller
        ___________________________
        Title: Vice-President,
               General Counsel and
               Secretary

                                             JPMORGAN CHASE BANK

                                             By: /s/ Rosa Ciaccia
                                                 ______________________________
                                                 Title: Trust Officer

Attest: /s/ Nicholas Sberlati
        ____________________________
        Title: Trust Officer

                                       90
<PAGE>

PROVINCE OF ONTARIO )

                    )ss.:
CITY OF TORONTO     )

                  On the 20th day of February, 2004, before me personally came
M. Lorraine Daly, to me known, who, being by me duly sworn, did depose and say
that s/he resides at Toronto, Ontario; that s/he is Vice President, Treasurer of
ROGERS WIRELESS INC., one of the corporations described in and which executed
the above instrument; that s/he knows the corporate seal of such corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed pursuant to authority of the Board of Directors of such corporation; and
that s/he signed her/his name thereto pursuant to like authority.

                                                 (NOTARIAL SEAL)


                                                 /s/ Graeme H. McPhail

                                       91
<PAGE>

STATE OF NEW YORK )

                  )ss.:
CITY OF NEW YORK  )

                  On the 20th day of February, 2004, before me personally came
Rosa Ciaccia, to me known, who, being by me duly sworn, did depose and say that
s/he resides at New York City; that s/he is Trust Officer of JPMORGAN CHASE
BANK, one of the corporations described in and which executed the above
instrument; that s/he knows the corporate seal of such corporation; that the
seal affixed to said instrument is such corporate seal; that it was so affixed
pursuant to authority of the Board of Directors of such corporation; and that
s/he signed her/his name thereto pursuant to like authority.

                                                   (NOTARIAL SEAL)

                                                   /s/ Emily Fayan

                                       92
<PAGE>

                                                                       EXHIBIT A

              PROVISIONS FOR INTER-COMPANY DEEPLY SUBORDINATED DEBT

                  1.1      Terms defined in the Indenture in respect of the
6.375% Senior (Secured) Notes due 2014 dated as of February 20, 2004 (the
"Indenture") between Rogers Wireless 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 entitled to receive any

                                       93
<PAGE>
         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 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.

                                       94
<PAGE>
                  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 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

                                       95
<PAGE>
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 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.

                  (b)      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.

                  (c)      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.

                                       96
<PAGE>
                  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.       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.

                                       97
<PAGE>

                                                                       EXHIBIT B

                 PROVISIONS FOR INTER-COMPANY SUBORDINATED DEBT

                  1.       Terms defined in the Indenture in respect of the
6.375% Senior (Secured) Notes due 2014 dated as of February 20, 2004 (the
"Indenture") between Rogers Wireless 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

                                       98
<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.

                                       99
<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 Trustee to give
any such notice), notifying the Relevant Creditor of the happening of an Event
of

                                      100
<PAGE>
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.

                                      101
<PAGE>

                                                                       EXHIBIT C

                            FORM OF PLEDGE AGREEMENT

                  THIS PLEDGE AGREEMENT made as of the 20th day of February,
2004.

BETWEEN:

                                    ROGERS WIRELESS INC., a corporation
                                    organized under the Canada Business
                                    Corporations Act

                                    (the "Company")

                                    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.       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 defined below) as in effect on the date hereof and:

                  (i)      "Indenture" means 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; and

                  (ii)     "Securities" means the U.S.$750,000,000 aggregate
                           principal amount of 6.375% Senior (Secured) 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 under the Indenture, 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 the 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 the Indenture) and the holders of the
         Securities under the Indenture and the Securities (collectively, the
         "Obligations").

                                      102
<PAGE>

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 a
         holder of the Trust Bond (including, without limitation, making demand
         thereunder as if the Trustee was the absolute owner thereof), without
         notice to, consent of or control by the Company, 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 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 the Trustee's claim upon the Company 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 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, or in any way limiting or lessening the liability of the
         Company under, or the Trustee's right in respect of, 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.

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 Deed of Trust or any
         security provided for thereunder,

                                      103
<PAGE>
         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, the Trustee shall pay over the amount
         to the Company or to the 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 the
         Trustee is required to pay to the 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 the holders of the 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.

11.      The Company 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 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 Bond is subject to the terms and conditions of a pledge
                  agreement, of even date herewith, between Rogers Wireless Inc.
                  and JPMorgan Chase Bank, as trustee."

         (b)      Any bond issued under the Deed of Trust in substitution for,
         or on 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, the Trustee and the holders of the Securities
         under the Indenture and their respective successors and assigns.

                                      104
<PAGE>
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 the 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]

                                      105
<PAGE>

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

                                 ROGERS WIRELESS INC.

                                 By: ____________________________________
                                     M. Lorraine Daly
                                     Vice-President, Treasurer

                                 By  ____________________________________
                                     Alan D. Horn
                                     Vice-President

                                 JPMORGAN CHASE BANK, as trustee

                                 By: ____________________________________
                                     Name:
                                     Title:

                                      106
<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 Wireless Inc.
                                  (the "Company") 6.375% Senior (Secured) 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. 77531Q AC2) 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. C7925H AB2).

                  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;

                                      107
<PAGE>

                  (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.

                  (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 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

                                      108
<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 Wireless Inc.
                           (the "Company") 6.375% Senior (Secured) 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.
C7925H AB2) 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. 77531Q AC2), 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 the U.S Global Securities pursuant
to the Indenture and the Securities Act.

                                      109
<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: __________________________

                                      110
<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 Wireless Inc.
                           (the "Company") 6.375% Senior (Secured) 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. 77531Q AC2) 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. C7925H AB2).

                  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 _____, 2004, (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. 77531Q AC2) 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. C7925H AB2).

                  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 February 20, 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.]

                                      111
<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:

                                      112