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                                                                     Exhibit 4.3
                          REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as
of February 20, 2004, among ROGERS WIRELESS INC., a corporation organized under
the laws of Canada (the "Company"), and CITIGROUP GLOBAL MARKETS INC., J.P.
MORGAN SECURITIES INC., MORGAN STANLEY & CO. INCORPORATED, SCOTIA CAPITAL (USA)
INC., CIBC WORLD MARKETS CORP., RBC CAPITAL MARKETS CORPORATION, TD SECURITIES
(USA) INC., HARRIS NESBITT CORP., SG COWEN SECURITIES CORPORATION,
TOKYO-MITSUBISHI INTERNATIONAL PLC (collectively, the "Initial Purchasers").

                  This Agreement is made pursuant to the Purchase Agreement
dated February 17, 2004 among the Company and the Initial Purchasers (the
"Purchase Agreement"), which provides for the sale by the Company to the Initial
Purchasers of an aggregate of U.S.$750,000,000 principal amount of the Company's
6.375% Senior (Secured) Notes due 2014 (the "Initial Securities"). In order to
induce the Initial Purchasers to enter into the Purchase Agreement, the Company
has agreed to provide to the Initial Purchasers and their direct and indirect
transferees the registration rights set forth in this Agreement. The execution
of this Agreement is a condition to the closing under the Purchase Agreement.

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

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

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

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

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

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

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

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

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

                  "day" or "days" shall mean calendar days.

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

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

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

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

                  "Exchange Securities" shall mean the 6.375% Senior (Secured)
         Notes due 2014 issued by the Company under the Indenture containing
         terms identical to, and evidencing the same indebtedness as, the
         Initial Securities (except that (i) interest thereon shall accrue from
         the last date on which interest was paid on the Initial Securities or,
         if no such interest has been paid, from the date of their original
         issue, (ii) the transfer restrictions thereon shall be eliminated and
         (iii) certain provisions relating to an increase in the stated rate of
         interest thereon shall be eliminated), to be offered to Holders of
         Initial Securities in exchange for Initial Securities pursuant to the
         Exchange Offer.

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

                  "Indenture" shall mean the Indenture relating to the Initial
         Securities and the Exchange Securities dated as of February 20, 2004
         between the Company and the Trustee, as the same may be amended from
         time to time in accordance with the terms thereof.

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

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

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

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

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

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

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

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

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

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

                  "SEC" shall mean the Securities and Exchange Commission.

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

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

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

                  2.       Registration Under the 1933 Act. (a) Exchange Offer
Registration. To the extent not prohibited by any applicable law or applicable
interpretation of the Staff of the SEC, the Company shall use its commercially
reasonable efforts (A) to file within 120 days after the Closing Date an
Exchange Offer Registration Statement covering the offer by the Company to the
Holders to exchange all of the Registrable Securities for Exchange Securities,
(B) to cause such Exchange Offer Registration Statement to be declared effective
by the SEC within 180 days after the Closing Date, (C) to cause such
Registration Statement to remain effective until the closing of the Exchange
Offer and (D) to consummate the Exchange Offer within 210 days following the
Closing Date. The Exchange Securities will be issued under the Indenture. Upon
the effectiveness of the Exchange Offer Registration Statement, the Company
shall promptly commence the Exchange Offer, it being the objective of such
Exchange Offer to enable each Holder (other than Participating Broker-Dealers
(as defined in Section 3(f))) eligible and electing to exchange Registrable
Securities for Exchange Securities (assuming that such Holder is not an
affiliate of the Company within the meaning of Rule 405 under the 1933 Act,
acquires the Exchange Securities in the ordinary course of such Holder's
business and has no arrangements or understandings with any person to
participate in the Exchange Offer for the purpose of distributing the Exchange
Securities) to trade such Exchange Securities from and after their receipt
without any limitations or restrictions under the 1933 Act and without material
restrictions under the securities laws of a substantial proportion of the
several states of the United States.

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

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

                  In connection with the Exchange Offer, the Company shall:

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

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

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

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

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

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

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

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

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

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

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

                  For greater certainty, the Company's obligation to use its
commercially reasonable efforts to make the Exchange Offer hereunder terminates
at the close of business on the 210th day following the Closing Date.

                  (b)      Shelf Registration. (i) If, because of any change in
law or applicable interpretations thereof by the Staff of the SEC or the
Canadian securities regulatory authorities, the Company is not permitted to
effect the Exchange Offer as contemplated by Section 2(a) hereof, or (ii) if for
any other reason the Exchange Offer Registration Statement is not declared
effective within 180 days after the Closing Date or the Exchange Offer is not
consummated within 210 days after the Closing Date, or (iii) upon the request of
any Initial Purchaser (with respect to any Registrable Securities which it
acquired directly from the Company) following the consummation of the Exchange
Offer if such Initial Purchaser shall hold Registrable Securities which it
acquired directly from the Company and if such Initial Purchaser is not
permitted, in the opinion of counsel to the Initial Purchasers, pursuant to
applicable law or applicable interpretation of the Staff of the SEC to
participate in the Exchange Offer or (iv) if any Holder, other than an Initial
Purchaser, is not eligible to participate in the Exchange Offer or does not
receive Exchange Securities that are freely tradeable in the United States
following the consummation of the Exchange Offer other than by reason of such
Holder being an affiliate of the Company within the meaning of Rule 405 under
the 1933 Act, the Company shall, at its cost:

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                  (A)      use its commercially reasonable efforts to, as
         promptly as practicable, file with the SEC a Shelf Registration
         Statement relating to the offer and sale of the Registrable Securities
         by the Holders from time to time in accordance with the methods of
         distribution elected by the Majority Holders of such Registrable
         Securities and set forth in such Shelf Registration Statement, and use
         its commercially reasonable efforts to cause such Shelf Registration
         Statement to be declared effective by the SEC by the 210th day after
         the Closing Date (or promptly in the event of a request by any Initial
         Purchaser pursuant to clause (iii) or in the circumstances of clause
         (iv) above). In the event that the Company is required to file a Shelf
         Registration Statement upon the request of any Initial Purchaser
         pursuant to clause (iii) or in the circumstances of clause (iv) above,
         the Company shall file and have declared effective by the SEC both an
         Exchange Offer Registration Statement pursuant to Section 2(a) with
         respect to all Registrable Securities and a Shelf Registration
         Statement (which may be a combined Registration Statement with the
         Exchange Offer Registration Statement) with respect to offers and sales
         of Registrable Securities held by such Holder or any Initial Purchaser
         after completion of the Exchange Offer;

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

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

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

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

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

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

                  (e)      Increase in Interest Rate. In the event that (i)
neither the Exchange Offer Registration Statement nor a Shelf Registration
Statement is filed with the SEC on or prior to the 120th day after the Closing
Date, (ii) neither the Exchange Offer Registration Statement nor a Shelf
Registration Statement is declared effective on or prior to the 180th day after
the Closing Date or (iii) neither the Exchange Offer has been consummated nor a
Shelf Registration Statement declared effective on or prior to the 210th day
after the Closing Date, the interest rate borne by the Initial Securities shall
be increased by 0.25% per annum following such 120-day period in the case of
clause (i) above, such 180-day period in the case of clause (ii) above, or such
210-day period in the case of clause (iii) above; provided that the aggregate
increase in such interest rate will in no event exceed 0.25% per annum. Upon (x)
the filing of either the Exchange Offer Registration Statement or a Shelf
Registration Statement, as the case may be, after the 120-day period described
in clause (i) above, (y) the effectiveness of either the Exchange Offer
Registration Statement or a Shelf Registration Statement, as the case may be,
after the 180-day period described in clause (ii) above or (z) the consummation
of the Exchange Offer or the effectiveness of a Shelf Registration Statement, as
the case may be, after the 210-day

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

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

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

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

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

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

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

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

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

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

                                       10
<PAGE>
(ii) furnish to each broker-dealer who desires to participate in the Exchange
Offer, without charge, as many copies of each Prospectus included in the
Exchange Offer Registration Statement, including any preliminary prospectus, and
any amendment or supplement thereto, as such broker-dealer may reasonably
request, (iii) include in the Exchange Offer Registration Statement a statement
that any broker-dealer who holds Registrable Securities acquired for its own
account as a result of market-making activities or other trading activities (a
"Participating Broker-Dealer"), and who receives Exchange Securities for
Registrable Securities pursuant to the Exchange Offer, may be a statutory
underwriter and must deliver a prospectus meeting the requirements of the 1933
Act in connection with any resale of such Exchange Securities, (iv) subject to
the last paragraph of Section 3, hereby consent to the use of the Prospectus
forming part of the Exchange Offer Registration Statement or any amendment or
supplement thereto, by any broker-dealer in connection with the sale or transfer
of the Exchange Securities covered by the Prospectus or any amendment or
supplement thereto, and (v) include in the transmittal letter or similar
documentation to be executed by an exchange offeree in order to participate in
the Exchange Offer (x) the following provision:

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

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

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

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

                                       11

<PAGE>

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

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

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

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

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

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

                                       12

<PAGE>

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

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

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

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

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

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

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

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

                                       13

<PAGE>

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

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

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

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

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

                                       14

<PAGE>

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

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

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

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

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

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

                                       15

<PAGE>

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

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

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

                  (ii)     against any and all losses, liabilities, claims,
         damages and expenses whatsoever, as incurred, to the extent of the
         aggregate amount paid in settlement of any litigation, or investigation
         or proceeding by any governmental agency or body, commenced or
         threatened, or of any claim whatsoever based upon any such untrue
         statement or omission, or any such alleged untrue statement or
         omission, if such settlement is effected with the written consent of
         the Company; and

                  (iii)    against any and all expenses whatsoever, as incurred
         (including fees and disbursements of counsel chosen by any indemnified
         party), reasonably incurred in investigating, preparing or defending
         against any litigation, or investigation or proceeding by any court or
         governmental agency or body, commenced or threatened, or any claim
         whatsoever based upon any such untrue statement or omission, or any
         such alleged untrue statement or omission, to the extent that any such
         expense is not paid under subparagraph (i) or (ii) of this Section
         5(a);

provided, however, that this indemnity does not apply to any loss, liability,
claim, damage or expense to the extent arising out of an untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with written information furnished to the Company by the Initial
Purchasers, any Holder, including Participating Broker-Dealers or any
underwriter expressly for use in the Registration Statement (or any amendment
thereto) or the Prospectus (or any amendment or supplement thereto).

                                       16

<PAGE>

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

                  (c)      Each indemnified party shall give prompt notice to
each indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve such indemnifying party from any liability which it may
have other than on account of this indemnity agreement. An indemnifying party
may participate at its own expense in the defense of such action. In no event
shall the indemnifying party or parties be liable for the fees and expenses of
more than one counsel for all indemnified parties in connection with any one
action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances.

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

                                       17

<PAGE>

take into account the relevant equitable considerations. For purposes of this
Section 5, each affiliate of any Initial Purchaser or a Holder, and each
director, officer, employee, agent and Person, if any, who controls any Initial
Purchaser or a Holder or such affiliate within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act shall have the same rights to
contribution as the Initial Purchasers or such Holder, and each director of the
Company, each officer of the Company who signed the Registration Statement, and
each Person, if any, who controls the Company within the meaning of Section 15
of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to
contribution as the Company. The parties hereto agree that any underwriting
discount or commission or reimbursement of fees paid to the Initial Purchaser
pursuant to the Purchase Agreement shall not be deemed to be a benefit received
by the Initial Purchaser in connection with the offering of the Exchange
Securities or Registrable Securities included in such offering.

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

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

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

                                       18

<PAGE>

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

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

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

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

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

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

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

                                       19

<PAGE>

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

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

                  (k)      Agent for Service; Submission to Jurisdiction; Waiver
of Immunities. By the execution and delivery of this Agreement, the Company (i)
acknowledges that it has, by separate written instrument, irrevocably designated
and appointed CT Corporation System ("CT Corporation"), 111 Eighth Avenue, 13th
Floor, New York, New York 10011 (and any successor entity), as its authorized
agent upon which process may be served in any suit or proceeding arising out of
or relating to this Agreement that may be instituted in any federal or state
court in the State of New York or brought under federal or state securities law,
and acknowledges that CT Corporation has accepted such designation, (ii) submits
to the jurisdiction of any such court in any such suit or proceeding, and (iii)
agrees that service of process upon CT Corporation and written notice of said
service to the Company (mailed or delivered to the Company at its principal
office in Toronto, Ontario, Canada currently being One Mount Pleasant Road,
Toronto, Ontario, M4Y 2Y5, attention: Senior Vice President and Chief Financial
Officer, with a copy to Rogers Communications Inc., 333 Bloor Street East,
Toronto, Ontario, M4Y 2Y5, attention: Vice-President, Treasurer on the 10th
Floor, and Vice-President, General Counsel and Secretary on the 9th Floor),
shall be deemed in every respect effective service of process upon the Company
in any such suit or proceeding. The Company further agrees to take any and all
action, including the execution and filing of any and all such documents and
instruments, as may be necessary to continue such designation and appointment of
CT Corporation in full force and effect so long as any of the Initial Securities
shall be outstanding.

                  To the extent that the Company has or hereafter may acquire
any immunity from jurisdiction of any court or from any legal process (whether
through service of notice, attachment prior to judgment, attachment in aid of
execution, execution or otherwise) with respect to itself or its property, it
hereby irrevocably waives such immunity in respect of its obligations under the
above-referenced documents, to the extent permitted by law.

                                       20

<PAGE>

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

                                            ROGERS WIRELESS INC.

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


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


CONFIRMED AND ACCEPTED,

  as of the date first above written:

CITIGROUP GLOBAL MARKETS INC.
J.P. MORGAN SECURITIES INC.
MORGAN STANLEY & CO. INCORPORATED
SCOTIA CAPITAL (USA) INC.
CIBC WORLD MARKETS CORP.
RBC CAPITAL MARKETS CORPORATION
TD SECURITIES (USA) INC.
HARRIS NESBITT CORP.
SG COWEN SECURITIES CORPORATION
TOKYO-MITSUBISHI INTERNATIONAL PLC

By:  CITIGROUP GLOBAL MARKETS INC.

By /s/  Robert J. Gemmell
   __________________________________
              Authorized Signatory

On behalf of itself and the other Initial Purchasers.