exv10w11



 




EXHIBIT 10.11



STANDBY PURCHASE AGREEMENT



THIS AGREEMENT (the
“Agreement”) has been entered into as of the
26th day of February, 2004, by and among Microcell
Telecommunications Inc. (“Microcell”), a
corporation existing under the laws of Canada, and COM Canada,
LLC, a Washington limited liability company
(“COM Canada”);




WHEREAS Microcell
proposes to offer Rights to the holders of record of its Shares
on the Record Date entitling such holders to subscribe for an
aggregate of 4,519,636 Class B Shares at the Subscription
Price upon the exercise of such Rights;




WHEREAS COM Canada
proposes to act as the exclusive standby purchaser to purchase
any and all of the Class B Shares that are not otherwise
purchased under the Rights Offering;




WHEREAS to the
extent COM Canada purchases less than $50 million of
Class B Shares as a standby purchaser in connection with
the Rights Offering, Microcell proposes to issue and sell to COM
Canada, and COM Canada proposes to purchase from Microcell, at
the Subscription Price, Basic Shares having an aggregate
subscription price equal to the deficiency; and




WHEREAS Microcell
proposes to offer COM Canada Warrants to purchase Warrant Shares
in connection with the transactions set forth above;




NOW, THEREFORE, in
consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto have agreed as
set forth below.




ARTICLE I



INTERPRETATION





		
	1.1	
    Definitions.
    In this Agreement and in the recitals hereto, unless something
    in the subject matter is inconsistent therewith:
    




      
 “Additional Subscription
Privilege” means the
entitlement of a holder of Rights, who has exercised his Rights
in full, to subscribe for additional Class B Shares (if
such are available) pursuant to the Rights Offering, as such
entitlement will be further detailed in the Prospectus;



      
 “Basic
Shares” means that number of
Class B Shares equal to the excess, if any, of (A)
$50 million divided by the Subscription Price, less (B) the
number of Standby Shares;



      
 “Basic Warrant
Shares” means that number of
Class B Shares equal to the number of Basic Shares;



      
 “Business
Day” means any day, other
than a Saturday or a Sunday, upon which banks are open for
business in the City of Montreal;



      
 “Class B
Shares” means Class B
Non-Voting Shares in the share capital of Microcell;



      
 “Closing
Date” means two Business Days
following the Expiry Time;



      
 “COM
Canada” means COM Canada,
LLC, a Washington limited liability company;



      
 “Exercise
Price” means $22 per
Class B Share;



      
 “Expiry
Time” means 5:00 p.m.
(Montreal time) on the date set forth in the Final Prospectus,
such date and time being the date and time on which the Rights
shall expire and become null and void and such date being
expected to be on or about the 21st day after the date the Final
Prospectus is sent to holders of Shares as of the Record Date;



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 “Final
Prospectus” means the final
prospectus to be filed by Microcell with the Securities
Commissions in connection with the offer and sale of the
Securities and in respect of which the Securities Commissions
have issued a receipt (or analogous decision document) to
Microcell;



      
 “Governmental
Entity” means any
(i) multinational, federal, provincial, territorial, state,
municipal, local or other governmental or public department,
central bank, court, commission, board, bureau, agency or
instrumentality, domestic or foreign, (ii) any subdivision
or authority of any of the foregoing, or (iii) any
quasi-governmental or private body exercising any regulatory,
expropriation or taxing authority under or for the account of
any of the above;



      

“Intervenor” means Eagle
River Investments, LLC, a Washington limited liability company
that is under common control with COM Canada;



      

“Laws” means any and all
applicable laws including all statutes, codes, ordinances,
decrees, rules, regulations, municipal by-laws, judicial or
arbitral or administrative or ministerial or departmental or
regulatory judgments, orders, decisions, rulings or awards,
instruments, policies, guidelines, and general principles of
common and civil law and equity, binding on or affecting the
Person referred to in the context in which the word is used;



      
 “Material Adverse
Change” means any change,
development, event or occurrence with respect to the business,
condition (financial or otherwise), properties, assets,
liabilities, operations, or results of operations or prospects
of Microcell and its subsidiaries, on a consolidated basis, that
is, or would reasonably be expected to be, material and adverse
to Microcell and its subsidiaries, on a consolidated basis;



      

“Microcell” means
Microcell Telecommunications Inc., a corporation existing under
the laws of Canada;



      

“Misrepresentation” has
the meaning ascribed to such term at Section 5 of the
Securities Act (Québec);



      

“Person” means an
individual, corporation, partnership, limited partnership,
limited liability partnership, limited liability company,
association, trust, estate, custodian, trustee, executor,
administrator, nominee or other entity or organization,
including a Governmental Entity or political subdivision or an
agency or instrumentality thereof;



      
 “Preferred
Shares” means, collectively,
the First Preferred Voting Shares, First Preferred Non-Voting
Shares, Second Preferred Voting Shares and Second Preferred
Non-Voting Shares in the share capital of Microcell;



      

“Prospectus” means,
collectively, the preliminary prospectus dated on or about the
date hereof (the “Preliminary Prospectus”)
that is being filed with the Securities Commissions in
connection with the Rights Offering, including the offer and
sale of the Securities, and the Final Prospectus;



      
 “Public
Documents” means (i) the
annual report of Microcell filed on Form 20-F with the SEC
on June 27, 2003, (ii) the interim unaudited
consolidated financial statements of Microcell for the three and
six month periods ended June 30, 2003, together with the
interim Management’s Discussion and Analysis pertaining
thereto, (iii) the interim unaudited consolidated financial
statements of Microcell for the three and nine month periods
ended September 30, 2003, together with the interim
Management’s Discussion and Analysis pertaining thereto,
(iv) the preliminary Form F-1 Registration Statement
filed by Microcell with the SEC on November 28, 2003,
(v) the consolidated audited financial statements of
Microcell for the year ended December 31, 2003, and (vi)
all material change reports filed by Microcell on SEDAR that
relate to material changes that occurred subsequent to
May 1, 2003;



      
 “Qualifying
Jurisdictions” means all of
the provinces and territories of Canada;



      
 “Qualifying U.S.
Holders” means Persons that
are the holders of record of Shares on the Record Date and that
are “qualified institutional buyers” within the
meaning of Rule 144A under the Securities Act



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or institutional “accredited investors”
within the meaning of Rule 501(a)(1), (2), (3) or
(7) under the Securities Act;




      
 “Record
Date” means the record date
for the purpose of the Rights Offering that will be established
by Microcell in the Final Prospectus, which is expected to be
the seventh trading day subsequent to the date upon which
regulatory approval of the Final Prospectus is received from all
of the Securities Commissions, or as soon as practicable
thereafter;



      
 “Registration
Statement” means a
registration statement on Form F-3 filed by Microcell under
the Securities Act with the SEC in respect of the offer and sale
by COM Canada of the Standby Shares, the Basic Shares, the
Warrants and the Warrant Shares;



      

“Rights” means the
transferable rights to subscribe for Class B Shares offered
by Microcell pursuant to the Rights Offering, with each (5)
Rights entitling the holder thereof to subscribe for one
(1) Class B Share at the Subscription Price;



      
 “Rights
Offering” means the offering
by Microcell of Rights to the holders of Shares on the Record
Date to purchase up to an aggregate of 4,519,636 Class B
Shares at the Subscription Price;



      
 “SB Warrant
Shares” means that number of
Class B Shares equal to the greater of (A) the sum of
(i) the number of Standby Shares, and (ii) 1,704,545
Class B Shares, or (B) the number of Standby Shares
multiplied by 1.75;



      

“SEC” means the United
States Securities and Exchange Commission;



      
 “SEDAR”
means the System for Electronic
Document Analysis and Retrieval (SEDAR) as further
described within National Instrument 13-101 of the Canadian
Securities Administrators;



      
 “Securities”
means, collectively, the Rights,
the Class B Shares issuable upon exercise of the Rights,
the Standby Shares, the Basic Shares, the Warrants and the
Warrant Shares;



      
 “Securities
Act” means the United States
Securities Act of 1933, as amended;



      
 “Securities
Commissions” means,
collectively, the securities commissions or similar securities
regulatory authorities of the Qualifying Jurisdictions;



      
 “Securities
Laws” means the applicable
securities Laws of each of the Qualifying Jurisdictions, the
United States (including applicable States) and, as applicable,
the rules and policies of the TSX;



      

“Shares” means,
collectively, the Class A Restricted Voting Shares, Class B
Shares and the Preferred Shares of Microcell that are issued and
outstanding as of the Record Date;



      
 “Standby
Shares” shall have the
meaning set forth in Section 2.2;



      
 “Subscription
Price” shall mean the same
price as the Exercise Price;



      

“TSX” means the Toronto
Stock Exchange;



      
 “US
Wrapper” means that certain
private placement memorandum prepared by Microcell in
conjunction with the Rights Offering and the Prospectus to
permit the Rights and the Class B Shares issuable upon the
exercise of such Rights to be distributed to Qualifying U.S.
Holders in transactions exempt from the registration
requirements of the Securities Act;



      
 “Warrant
Agreement” means the
agreement to be entered into by Microcell and COM Canada on the
Closing Date, whereby Microcell will issue, and COM Canada will
accept, the Warrants, such agreement to be substantially in the
form set forth in Schedule A hereto;



      

“Warrants” means the
warrants to purchase Warrant Shares issued pursuant to the
Warrant Agreement; and



      
 “Warrant
Shares” means that number of
Class B Shares equal to the sum of the Basic Warrant Shares
and the SB Warrant Shares.



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	1.2	
    Headings,
    etc. The division of this
    Agreement into articles, sections, paragraphs and clauses and
    the provision of headings are for the convenience of reference
    only and shall not affect the construction or interpretation of
    this Agreement. The terms “this agreement”,
    “hereof”, “hereunder” and similar
    expressions refer to this Agreement as a whole and not to any
    particular article, section, paragraph, clause or other portion
    hereof and include any agreement or instrument supplemental or
    ancillary hereto. Unless something in the subject matter or
    context is inconsistent therewith, references herein to
    articles, sections, paragraphs or clauses are to articles,
    sections, paragraphs or clauses of this Agreement.
    
	 
	1.3	
    Plurality and
    Gender. Words importing the
    singular number only shall include the plural and vice
    versa, words importing the masculine gender shall include
    the feminine and neuter genders and vice versa and the
    words importing persons shall include individuals, partnerships,
    trusts, corporations, governments and governmental authorities
    and vice versa.
    
	 
	1.4	
    Currency.
    Unless otherwise specifically stated, all references to dollars
    and cents in this Agreement are to the lawful currency of Canada.
    
	 
	1.5	
    Governing
    Law. This Agreement shall be
    governed by, interpreted and enforced in accordance with the
    laws of the Province of Québec and the federal laws of
    Canada applicable therein. Each party (which term shall, for the
    purposes of this Agreement, include the Intervenor), hereby
    unconditionally and irrevocably submits to the non-exclusive
    jurisdiction of the courts of the Province of Québec in
    respect of all matters arising out of this Agreement, the
    Warrants and the Warrant Agreement.
    
	 
	1.6	
    Severability.
    If any provision of this Agreement is determined to be invalid
    or unenforceable in whole or in part, such invalidity or
    unenforceability shall attach only to such provision or part
    thereof and the remaining part of such provision and all other
    provisions hereof shall continue in full force and effect. The
    parties hereto agree to negotiate in good faith a substitute
    provision which shall be as close as possible to the intention
    of any invalid or unenforceable provision as may be valid or
    enforceable. The invalidity or unenforceability of any provision
    in any particular jurisdiction shall not affect its validity or
    enforceability in any other jurisdiction where it is valid or
    enforceable.
    
	 
	1.7	
    Statutes. Any
    reference to a statute, act or law shall include and shall be
    deemed to be a reference to such statute, act or law and to the
    regulations, instruments and policies made pursuant thereto,
    with all amendments made thereto and in force from time to time,
    and to any statute, act or law that may be passed which has the
    effect of supplementing or superseding such statute, act or law
    so referred to.
    





ARTICLE II



STANDBY COMMITMENT





		
	2.1	
    Conduct of Rights
    Offering. Subject to and in
    accordance with the terms hereof, as soon as practicable after
    the date hereof, Microcell agrees to offer, in accordance with
    Securities Laws, the Rights and the Class B Shares issuable
    upon the exercise of the Rights (i) pursuant to the
    Prospectus to Persons that are the holders of record of Shares
    in the Qualifying Jurisdictions, and (ii) pursuant to the
    US Wrapper to Qualifying U.S. Holders.
    
	 
	2.2	
    Standby
    Commitment. Subject to and in
    accordance with the terms hereof, Microcell agrees that
    COM Canada shall act as the exclusive standby purchaser for
    such Rights Offering and Microcell shall sell to
    COM Canada, and COM Canada shall purchase on the
    Closing Date, all of the Class B Shares that were not
    otherwise subscribed to in the Rights Offering by holders of
    Rights prior to the Expiry Time (and, for greater certainty,
    COM Canada shall purchase Class B Shares hereunder
    only to the extent that such Class B Shares were not
    otherwise subscribed to by a holder of Rights prior to the
    Expiry Time, including pursuant to his or her Additional
    Subscription Privilege) (the “Standby Shares”).
    
	 
	2.3	
    Basic Shares and Warrant
    Agreement. Subject to and in
    accordance with the terms hereof, on the Closing Date
    (i) Microcell shall issue and sell to COM Canada and
    COM Canada shall purchase, at the aggregate Subscription
    Price for such shares, the Basic Shares, and (ii) Microcell
    and
    




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    COM Canada shall enter into the Warrant
    Agreement whereby Microcell shall issue the Warrants to
    COM Canada.
    
	 
	2.4	
    Payment.
    Subject to and in accordance with the terms hereof, on the
    Closing Date, COM Canada shall pay, in immediately
    available funds by wire transfer to an account designated by
    Microcell, or by certified cheque payable to Microcell, the
    aggregate Subscription Price that is payable for the Standby
    Shares and the aggregate Subscription Price that is payable for
    the Basic Shares.
    
	 
	2.5	
    No Cash Compensation to
    COM Canada. COM Canada
    shall not be entitled to any cash compensation in connection
    with its obligations pursuant to this Agreement.
    





ARTICLE III



COVENANTS OF MICROCELL





		
	3.1	
    Subject to and in accordance with the terms
    hereof, Microcell undertakes and agrees with and in favour of
    COM Canada that:
    





			
	 	(a)	
    Preliminary
    Prospectus. It shall prepare and,
    on or about the date hereof, it shall file with the Securities
    Commissions, the Preliminary Prospectus (in the English and
    French languages, as appropriate) relating to the proposed
    distribution of the Securities.
    
	 
	 	(b)	
    Final
    Prospectus. As soon as possible
    after any comments from the Securities Commissions have been
    satisfied with respect to the Preliminary Prospectus, it shall
    file with the Securities Commissions, a Final Prospectus (in the
    English and French languages, as appropriate) relating to the
    proposed distribution of the Securities.
    
	 
	 	(c)	
    Qualification.
    As soon as possible after any comments from the Securities
    Commissions have been satisfied with respect to the Preliminary
    Prospectus, Microcell shall take all other steps and proceedings
    that may be necessary in order to (i) qualify the
    distribution of the Securities in each of the Qualifying
    Jurisdictions in which the Final Prospectus has been filed (it
    being understood that if the Final Prospectus does not qualify
    the distribution of the Basic Shares, the Warrants and/or the
    Warrant Shares, Microcell shall obtain, prior to the Closing
    Date, all consents that may be required pursuant to Securities
    Laws, so that, and to the extent necessary, the Basic Shares,
    the Warrants and/or the Warrant Shares can be distributed to COM
    Canada on the basis of applicable private placement exemptions
    under the Securities Laws), and (ii) distribute the Rights
    and the Class B Shares issuable upon the exercise of such
    Rights to Qualifying US Holders pursuant to the US Wrapper.
    
	 
	 	(d)	
    Registration
    Statement. Microcell will use its
    reasonable best efforts (i) to satisfy the applicable
    conditions in order to allow it to file the Registration
    Statement with the SEC as soon as practicable after May 1,
    2004, (ii) to file the Registration Statement as soon as
    practicable after it satisfies such applicable conditions, and
    (iii) to have the SEC declare the Registration Statement
    effective as soon as possible after it has been filed.
    
	 
	 	(e)	
    Supplementary
    Material. If required by
    Securities Laws, it shall prepare any amendments to the
    Prospectus, the US Wrapper and/or the Registration Statement or
    any documentation supplemental thereto or any amending or
    supplemental documentation or any similar document required to
    be filed by it under the Securities Laws. It shall also
    promptly, and in any event within any applicable time
    limitation, comply with all applicable filing and other
    requirements under the Securities Laws as a result of any
    Material Adverse Change.
    
	 
	 	(f)	
    Consents and
    Approvals. It will use its
    reasonable best efforts to obtain all necessary consents,
    approvals or exemptions for the creation, offering and issuance
    of the Securities and the entering into and performance by it of
    this Agreement (including, for greater certainty, the issuance
    of the Rights and the Class B Shares issuable upon the
    exercise of such Rights, as well as the issuance to COM Canada
    of the Standby Shares, the Basic Shares, the Warrants and the
    Warrant Shares).
    




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	 	(g)	
    Cease Trade Order or Other
    Investigation. From the date
    hereof through the earlier of (i) the Closing Date and
    (ii) the termination of this Agreement, it will immediately
    notify COM Canada in writing of any written demand, request or
    inquiry (formal or informal) by any Securities Commission, the
    SEC, the TSX or other Governmental Entity that concerns any
    matter relating to the affairs of Microcell that may affect the
    Rights Offering, the transactions contemplated herein, or any
    other matter contemplated by this Agreement, or that relates to
    the issuance, or threatened issuance, by any such authority of
    any cease trading or similar order or ruling relating to any
    securities of Microcell. Any notice delivered to COM Canada
    as aforesaid shall contain reasonable details of the demand,
    request, inquiry, order or ruling in question.
    
	 
	 	(h)	
    TSX Listing.
    It shall take all action as may be required and appropriate so
    that on or prior to the Closing Date (i) the Securities
    (with the exception of the Warrants and the Warrant Shares) are
    listed on the TSX, and (ii) the Class B Shares that
    may be issuable upon the exercise of the Warrants are
    unconditionally reserved for issuance by the TSX; subject, in
    each case, to the filing of customary documents with the TSX.
    
	 
	 	(i)	
    Securities
    Laws. It shall take all action as
    may be necessary and appropriate so that the Rights Offering and
    the transactions contemplated in this Agreement will be effected
    in accordance with Securities Laws. It shall consult with
    COM Canada and its advisors upon their reasonable request
    regarding the manner in which the Rights Offering and the other
    transactions contemplated herein will comply with applicable
    Securities Laws, and it shall provide to COM Canada and its
    advisors copies of any documents that are to be submitted by it
    to any Securities Commission or other regulatory authority for
    such purpose prior to being so submitted and it shall give
    COM Canada and its advisors an opportunity to comment on
    same.
    
	 
	 	(j)	
    Obtaining of
    Reports. It will cause
    Computershare Trust Company of Canada to deliver to
    COM Canada, as soon as is practicable following the Expiry
    Time, details concerning the total number of Rights duly
    subscribed and paid for by holders of Rights under the Rights
    Offering, including those Rights subscribed and paid for
    pursuant to the Additional Subscription Privilege.
    
	 
	 	(k)	
    Redemption and Use of
    Proceeds. Concurrently with the
    filing of the Final Prospectus or as soon as possible
    thereafter, Microcell will send, in accordance with its articles
    of incorporation and by-laws, a notice of redemption pursuant to
    which it will exercise its right to redeem (such redemption
    being conditional on the Rights Offering and the purchase of the
    Standby Shares by COM Canada having been completed), that
    number of Preferred Shares having an aggregate redemption price
    of at least $100 million upon the terms and conditions, at
    the redemption price per Preferred Share, and at the date and
    time that will be set out within such notice of redemption
    (subject to the exercise by the holders thereof, of their right
    to convert prior to the date fixed for redemption, in lieu of
    such redemption, such Preferred Shares into, as the case may be,
    Class A Restricted Voting Shares or Class B Shares).
    All of the estimated net proceeds received by Microcell in
    connection with the Rights Offering and the sale and issuance by
    Microcell of Standby Shares and Basic Shares to COM Canada
    will be used to pay for the foregoing Preferred Share redemption
    price, and to the extent any proceeds remain thereafter, such
    proceeds shall be used by Microcell for its general corporate
    purposes.
    
	 
	 	(l)	
    Corporate
    Existence. In the event of a
    merger, consolidation or sale of all or substantially all of its
    assets, Microcell shall ensure that the surviving successor
    entity in such transaction assumes its obligations hereunder and
    under the Warrant Agreement.
    
	 
	 	(m)	
    Quarterly
    Meetings. For so long as COM
    Canada and its affiliates hold (including the Class B
    Shares underlying any unexercised Warrants which may still be
    exercisable in accordance with the terms of the Warrant
    Agreement), in the aggregate, at least 10% of the outstanding
    Class A Restricted Voting Shares and Class B Shares of
    Microcell on a fully diluted basis, Microcell will convene, at
    least quarterly, a meeting of Microcell’s senior management
    to meet with representatives of COM Canada’s senior
    management to discuss strategy and to update COM Canada on
    corporate developments. Such quarterly meetings shall be held
    twice a year in the State of
    




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    Washington and twice a year in the Province of
    Québec on dates and at places mutually agreed between
    Microcell and COM Canada. To the extent COM Canada or such
    representatives of COM Canada’s senior management obtain,
    are given access to, or otherwise become aware of an undisclosed
    material fact or undisclosed material change pertaining to
    Microcell and/or its affiliates, COM Canada and such
    representatives will comply with any trading restrictions,
    non-disclosure and/or confidentiality obligations that apply in
    the circumstances pursuant to Securities Laws. Microcell agrees
    to notify COM Canada in writing in advance if it expects to
    provide such information at any such quarterly meeting without
    disclosing the substance of that information and further agrees
    that it will not provide such information to COM Canada within
    thirty (30) days of any expiration date of a Warrant.
    
	 
	 	(n)	
    Conversion of Preferred
    Shares. Microcell shall use its
    reasonable best efforts to cause the conversion of Preferred
    Shares into, as the case may be, Class A Restricted Voting
    Shares or Class B Shares prior to the Closing Date.
    





ARTICLE IV



REPRESENTATIONS AND WARRANTIES OF MICROCELL





		
	4.1	
    Microcell represents and warrants to COM Canada
    that:
    





			
	 	(a)	
    Microcell has been duly incorporated and
    organized and is validly existing and in good standing under the
    Laws of Canada and has all requisite corporate power to conduct
    its business as currently conducted and is duly qualified to
    transact business and is in good standing in each jurisdiction
    in which the material conduct of its business or its ownership
    or leasing of material property requires such qualification.
    
	 
	 	(b)	
    The authorized capital of Microcell consists of
    an unlimited number of Class A Restricted Voting Shares,
    Class B Shares, First Preferred Voting Shares, First
    Preferred Non-Voting Shares, Second Preferred Voting Shares and
    Second Preferred Non-Voting Shares of which there were, as at
    December 31, 2003, 30,038 Class A Restricted Voting
    Shares, 3,906,336 Class B Shares, 252,296 First Preferred
    Voting Shares, 11,415,204 First Preferred Non-Voting Shares,
    14,782 Second Preferred Voting Shares, and 6,979,528 Second
    Preferred Non-Voting Shares issued and outstanding. In addition,
    as at December 31, 2003, an aggregate of 1,732,959
    Class A Restricted Voting Shares and Class B Shares
    were reserved for issuance pursuant to Microcell’s stock
    option plan dated May 1, 2003 and an aggregate of
    10,662,245 Class A Restricted Voting Shares and
    Class B Shares were reserved for issuance pursuant to
    outstanding warrants, and other than as contemplated hereby no
    other options and/or warrants have been granted. Except as
    described in this subsection (b) and other than COM Canada,
    no person, firm or corporation has any agreement or option or
    any right or privilege (whether by law, pre-emptive or
    contractual) capable of becoming an agreement or option for the
    purchase from Microcell, of any Shares or other securities of
    Microcell.
    
	 
	 	(c)	
    All issued and outstanding shares of Microcell
    have been duly authorized and validly issued, and are fully paid
    and non-assessable. When issued and delivered to the respective
    purchaser and paid for by the respective purchaser in accordance
    with the terms and conditions of the Rights Offering and/or the
    terms and conditions of this Agreement (which includes, for the
    purposes of this provision, the Warrant Agreement), the
    Securities will be validly issued, fully paid and non-assessable
    and will be free and clear of all liens, pledges, claims,
    encumbrances, security interests and other restrictions, except
    for restrictions on resale or transfer imposed by the Securities
    Commissions or the TSX. The issuance of the Securities will not
    be subject to any preemptive or similar rights (it being
    acknowledged by COM Canada that the number of Standby Shares,
    Basic Shares and Warrant Shares that it may be entitled to
    receive pursuant to this Agreement will depend on the number of
    Class B Shares issued to those Persons who have exercised
    Rights prior to the Expiry Time).
    




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	 	(d)	
    The execution, delivery and performance by
    Microcell of this Agreement and the Warrant Agreement:
    





			
	 	(i)	
    has been duly authorized by all necessary
    corporate action on its part;
    
	 
	 	(ii)	
    does not (or would not with the giving of notice,
    the lapse of time or the happening of any other event or
    condition) violate its articles of incorporation or by-laws or
    result in a breach of, a violation of, or constitute a default
    under, or conflict with, any provision of any material
    indenture, mortgage, agreement, contract or other material
    instrument to which Microcell or any of its subsidiaries is a
    party or by which Microcell or any of its subsidiaries or any of
    their respective properties or assets is bound; and
    
	 
	 	(iii)	
    will not result in the violation of any
    applicable Law;
    
	 
	 	(iv)	
    excluding such breaches, violations or conflicts
    that would not, individually or globally, effect a Material
    Adverse Change or have a material adverse effect on the Rights
    Offering or on the other transactions contemplated hereunder.
    





			
	 	(e)	
    This Agreement has been duly executed and
    delivered by Microcell and constitutes a legal, valid and
    binding obligation of Microcell, enforceable against it in
    accordance with its terms, subject only to (i) any
    limitation under applicable Laws relating to bankruptcy,
    insolvency, arrangements or other laws of general application
    affecting the enforcement of creditors’ rights, and
    (ii) the discretion that a court may exercise in the
    granting of equitable remedies such as specific performance and
    injunction.
    
	 
	 	(f)	
    Microcell is a reporting issuer in good standing
    in all of the provinces of Canada, is a “foreign private
    issuer” as that term is defined in Rule 405 under the
    Securities Act, and is subject to the reporting requirements of
    Section 13(a) or Section 15(d) of the Securities Act.
    Microcell is in compliance with its continuous disclosure
    obligations under the Securities Laws.
    
	 
	 	(g)	
    Each of the consolidated financial statements of
    Microcell (including in each case the notes thereto) contained
    in the Public Documents, including each Public Document filed
    after the date hereof until the Closing Date, (i) complies
    or, when filed, will comply as to form in all material respects
    with the Securities Laws, (b) has been or, when filed, will
    have been prepared in accordance with Canadian generally
    accepted accounting principles applied on a consistent basis
    throughout the periods involved (except as may be indicated in
    the notes thereto or, in the case of unaudited interim financial
    statements, as may be permitted by applicable Securities Laws)
    and (c) fairly represents, or when filed will fairly
    present, in all material respects, the consolidated financial
    position of Microcell and its subsidiaries as at the respective
    dates thereof and the consolidated results of operations and
    cash flows for the periods indicated, except that the unaudited
    interim financial statements may omit footnotes which are not
    required in unaudited financial statements, but do contain all
    adjustments, necessary for the fair presentation of
    Microcell’s consolidated financial position, results of
    operations and cash flows. As of the time they were filed, or as
    subsequently amended or superseded by a filing prior to the date
    of this Agreement, none of the Public Documents contained any
    untrue statement of a material fact or omitted to state a
    material fact necessary to make the statements therein, in light
    of the circumstances in which they were made, not misleading.
    
	 
	 	(h)	
    No consent, approval, order or authorization of,
    or registration or declaration with any Governmental Entity or
    any third party is required by or with respect to Microcell or
    any of its affiliates in connection with the execution and
    delivery of this Agreement or the consummation of the
    transactions by Microcell contemplated hereby, other than the
    consents, approvals, authorizations or registrations that may be
    required by the Securities Laws of any Qualifying Jurisdictions.
    
	 
	 	(i)	
    At the time of its filing and as at the Closing
    Date, the Prospectus did and will comply with the requirements
    of the Securities Laws in the Qualifying Jurisdictions, and, at
    the time of filing the Registration Statement, it will comply
    with the requirements of the Securities Act; and at the time
    




-8-








 


			
	 		
    of its filing and as the Closing Date, the
    Prospectus did or will provide full, true and plain disclosure
    of all material facts (as such term is construed under the
    Securities Act (Quebec)) relating to Microcell and its
    subsidiaries taken as a whole and as concerns the Rights
    Offering and the transactions contemplated herein and did not or
    will not contain any Misrepresentation; provided that the
    foregoing shall not apply to any information or statements
    contained in the Prospectus relating to COM Canada which COM
    Canada has specifically approved in writing for inclusion in
    such Prospectus.
    
	 
	 	(j)	
    At the Closing Date, the distribution of the
    Securities by Microcell will comply with applicable Securities
    Laws.
    
	 
	 	(k)	
    There are no legal or governmental proceedings
    pending, or to Microcell’s knowledge, threatened to which
    Microcell or any of its subsidiaries is a party and which, if
    determined adversely, would have a material adverse effect on
    Microcell and its subsidiaries, on a consolidated basis, other
    than proceedings accurately described in all material respects
    in the Public Documents and proceedings that would not have a
    material adverse effect on Microcell and its subsidiaries, on a
    consolidated basis, or on the power or ability of Microcell to
    perform its obligations under this Agreement or to consummate
    the transactions contemplated by this Agreement.
    
	 
	 	(l)	
    Microcell and its subsidiaries own or possess, or
    can acquire on reasonable terms, sufficient legal rights to all
    material patents, patent rights, licenses, inventions,
    copyrights, know-how (including trade secrets and other
    unpatented and unpatentable proprietary or confidential
    information, systems or procedures), trademarks, service marks
    and trade names currently employed by them in connection with
    the business now operated by them, and neither Microcell nor any
    of its subsidiaries has received any notice of infringement of
    or conflict with asserted rights of others with respect to any
    of the foregoing which, individually or in the aggregate, if the
    subject of an unfavorable decision, ruling or finding, would
    have a material adverse effect on Microcell and its
    subsidiaries, taken as a whole.
    
	 
	 	(m)	
    Microcell is not in violation of any of the rules
    and policies of the TSX, including the applicable listing
    requirements of the TSX, and its Shares are currently listed
    thereon.
    
	 
	 	(n)	
    Microcell has not taken and will not, in
    violation of applicable Law, take, any action designed to or
    that might reasonably be expected to, cause or result in the
    stabilization or manipulation of the price of its Shares in
    order to facilitate the sale of the Securities offered in the
    Rights Offering and pursuant to this Agreement.
    
	 
	 	(o)	
    There has been no Material Adverse Change since
    February 12, 2004.
    
	 
	 	(p)	
    The issuance of the Securities, individually or
    in the aggregate, (i) except pursuant to the applicable
    provisions of the two separate warrant indentures and the
    shareholder rights plan all of which are dated May 1, 2003
    and were entered into by and between Microcell and Computershare
    Trust Company of Canada, will not constitute an anti-dilution
    event for any existing securityholders of Microcell, pursuant to
    which such securityholders would be entitled to additional
    securities or a reduction in the applicable conversion price or
    exercise price of any securities due to any issuance proposed to
    be conducted hereunder, and (ii) will not cause a
    “flip-in event” as that term is defined under the
    shareholders rights plan described above.
    
	 
	 	(q)	
    Microcell is not, and after giving effect to the
    transactions contemplated herein and the application of the
    proceeds received pursuant to such transaction, will not be,
    immediately following such transactions, required to register as
    an “Investment Company” as such term is defined in the
    United States Investment Company Act of 1940, as amended.
    
	 
	 	(r)	
    Microcell is not in default or breach of any
    contract, agreement, indenture or other instrument to which it
    is a party that is material to Microcell and which such default
    or breach would give rise to a material damage claim by a third
    party or a right by such third party to terminate such
    




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    agreement and there exists no state of facts
    which, after notice or lapse of time or both, would constitute
    such a default or breach.
    





		
	4.2	
    Survival. All
    representations and warranties of Microcell contained herein or
    contained in any document delivered pursuant to this Agreement
    or in connection with the Rights Offering herein contemplated,
    shall survive the completion of the purchase of Securities by
    COM Canada and shall continue in full force and effect
    notwithstanding any investigation, inquiry or other steps which
    may be taken by or on behalf of COM Canada.
    





ARTICLE V



REPRESENTATIONS AND WARRANTIES OF COM CANADA





		
	5.1	
    Representations.
    COM Canada represents and warrants
    to Microcell that:
    





			
	 	(a)	
    It is a limited liability company organized and
    existing under the Laws of the state of Washington and that it
    has the power to enter into and perform its obligations under
    this Agreement.
    
	 
	 	(b)	
    The execution, delivery and performance by COM
    Canada of this Agreement:
    





			
	 	(i)	
    has been duly authorized by all necessary action
    on its part;
    
	 
	 	(ii)	
    does not (or would not with the giving of notice,
    the lapse of time or the happening of any other event or
    condition) result in a breach or a violation of, or conflict
    with, any of the terms or provisions of which it is a party or
    pursuant to which any of its assets or property may be affected;
    and
    
	 
	 	(iii)	
    will not result in the violation of any
    applicable Law.
    





			
	 	(c)	
    This Agreement has been duly executed and
    delivered by COM Canada and constitutes a legal, valid and
    binding obligation of COM Canada, enforceable against it in
    accordance with its terms, subject only to (i) any
    limitation under applicable Laws relating to bankruptcy,
    insolvency, arrangement or other laws of general application
    affecting the enforcement of creditors’ rights, and
    (ii) the discretion that a court may exercise in the
    granting of equitable remedies such as specific performance and
    injunction.
    
	 
	 	(d)	
    No consent, approval, order or authorization of,
    or registration or declaration with, any Governmental Entity is
    required by or with respect to COM Canada or any of its
    affiliates in connection with the execution and delivery of this
    Agreement or the consummation of the transactions by
    COM Canada contemplated hereby, other than consents,
    approvals, authorizations or registrations that may be required
    by any Securities Commissions.
    
	 
	 	(e)	
    COM Canada has, and on the Closing Date will
    have (regardless of the number of Rights that are exercised by
    the holders of Rights prior to the Expiry Time), together with
    the Intervenor, sufficient funds to make and complete the
    payment for all of the Standby Shares and all of the Basic
    Shares and the availability of such funds is not and will not be
    subject to the consent, approval or authorization of any other
    Person(s), and COM Canada acknowledges that it shall, in
    conjunction with Microcell, be required in accordance with
    Section 6.1 of National Instrument 45-101 —
    Rights Offerings, to deliver evidence of the foregoing to
    the Securities Commissions at or prior to the time of filing of
    the preliminary prospectus with the Securities Commissions.
    
	 
	 	(f)	
    COM Canada and the Intervenor are directly
    or indirectly controlled by Mr. Craig McCaw.
    
	 
	 	(g)	
    COM Canada acknowledges that the Basic
    Shares, the Warrants and the Warrant Shares (i) may, as of
    the Closing Date, be subject to a hold period and/or resale
    restriction, (ii) may bear restrictive legends evidencing
    such hold period and/or resale restriction, and
    (iii) COM Canada may be required to sign an
    undertaking in favour of the TSX regarding the foregoing.
    COM Canada acknowledges that, in order to effect the resale
    of any of the Securities, it may need to comply with the
    requirements of Securities Laws with respect to
    “control-block” distributions
    




-10-








 


			
	 		
    or any other restrictions imposed by the federal
    securities laws of the United States or any state securities or
    “blue sky” laws.
    
	 
	 	(h)	
    COM Canada is purchasing the Standby Shares,
    the Basic Shares, the Warrants and the Warrant Shares
    (i) as principal for its own account, (ii) for
    investment purposes only, and (iii) not with a view to the
    resale or distribution of all or any of the Standby Shares, the
    Basic Shares, the Warrants or the Warrant Shares.
    
	 
	 	(i)	
    COM Canada has not taken and will not, in
    violation of applicable Law, take, any action designed to or
    that might reasonably be expected to, cause or result in the
    stabilization or manipulation of the price of Microcell’s
    Shares in order to facilitate the sale of the Securities offered
    in the Rights Offering and pursuant to this Agreement.
    
	 
	 	(j)	
    As of the date of this Agreement, neither COM
    Canada nor any affiliate of COM Canada owns any Shares, warrants
    or other securities or rights to acquire any securities of
    Microcell.
    
	 
	 	(k)	
    As of the Closing Date, COM Canada will be a
    “qualified institutional buyer” within the meaning of
    Rule 144A under the Securities Act or an “accredited
    investor” within the meaning of Rule 501(a) under the
    Securities Act.
    





		
	5.2	
    Survival. All
    representations and warranties of COM Canada contained herein or
    contained in any document delivered pursuant to this Agreement
    or in connection with the Rights Offering herein contemplated,
    shall survive the completion of the purchase of Securities by
    COM Canada and shall continue in full force and effect
    notwithstanding any investigation, inquiry or other steps which
    may be taken by or on behalf of Microcell.
    





ARTICLE VI



CLOSING





		
	6.1	
    The closing of the purchase by COM Canada and
    sale by Microcell of the Standby Shares and Basic Shares to be
    purchased by COM Canada hereunder, the entering into of the
    Warrant Agreement between COM Canada and Microcell and the
    issuance of the Warrants thereunder, shall be completed at the
    offices of Stikeman Elliott LLP,
    1155 René-Lévesque Boulevard West, 40th Floor,
    Montreal, Québec, H3B 3V2 at 4:30 p.m. (Montreal
    time) on the Closing Date or at such other time and/or on such
    other date and/or at such other place as Microcell and COM
    Canada may agree upon in writing. On such date, upon payment
    being made by COM Canada in accordance with Section 2.4
    (i) definitive certificates representing the number of
    Class B Shares that is equal to the number of Standby
    Shares and the number of Basic Shares that are to be purchased
    by COM Canada hereunder shall be delivered to COM Canada by
    Microcell and such certificates shall be registered in the name
    of COM Canada or one or more designees of COM Canada, as
    applicable, and (ii) Microcell and COM Canada shall enter
    into the Warrant Agreement.
    
	 
	6.2	
    The obligation of COM Canada to complete the
    closing of the transactions set out in this Agreement is subject
    to the following conditions being satisfied in full:
    





			
	 	(a)	
    Microcell will have made and/or obtained all
    necessary filings, approvals, orders, rulings and consents of
    all relevant securities regulatory authorities and other
    governmental and regulatory bodies required in connection with
    the Rights Offering, the issuance of the Warrants to
    COM Canada and the purchase of Standby Shares, Basic Shares
    and Warrant Shares by COM Canada, in each case, subject to, and
    as contemplated, by this Agreement;
    
	 
	 	(b)	
    the TSX having approved the listing of the
    Standby Shares and the Basic Shares, and the appropriate number
    of Class B Shares to be issued upon the exercise by COM
    Canada of the Warrants (assuming COM Canada shall exercise all
    such Warrants), subject to the filing of customary documents
    with the TSX;
    




-11-








 




			
	 	(c)	
    Microcell shall have closed the bank re-financing
    transaction that it publicly announced on February 20,
    2004, in order to, inter alia, allow for the use of
    proceeds from the transactions described herein as such use of
    proceeds are described herein at Section 3.1(k) and without
    regard to the mandatory repayment provisions applicable under
    Microcell’s current indebtedness;
    
	 
	 	(d)	
    COM Canada shall receive a certificate of
    Computershare Trust Company of Canada, as registrar and transfer
    agent for the Shares of Microcell, setting out the number of
    Shares outstanding as at a date not more than three
    (3) Business Days prior to the Closing Date;
    
	 
	 	(e)	
    COM Canada shall receive, with respect to such
    matters as it may reasonably request, a favourable legal opinion
    dated as of the Closing Date from Canadian counsel to Microcell
    as to matters of Canadian law (who may rely on the opinion of
    counsel acceptable to them as to matters governed by the laws of
    jurisdictions other than the Province of Québec or the laws
    of Canada applicable therein, and who may rely, to the extent
    appropriate in the circumstances, as to matters of fact, on
    certificates of officers of Microcell);
    
	 
	 	(f)	
    COM Canada shall receive, with respect to such
    matters as it may reasonably request, a favourable legal opinion
    dated as of the Closing Date from United States counsel to
    Microcell as to matters of U.S. law;
    
	 
	 	(g)	
    COM Canada shall receive a certificate addressed
    to it, dated the Closing Date, and signed by an officer of
    Microcell acceptable to COM Canada, certifying for and on behalf
    of Microcell, and without any personal liability of the officer,
    that (i) Microcell has complied with all covenants and
    satisfied all terms and conditions of the Agreement on its part
    to be complied with and satisfied at or prior to the Closing
    Date, (ii) since the date of this Agreement there has been
    no Material Adverse Change, (iii) the representations and
    warranties of Microcell contained in the Agreement are true and
    correct as of the Closing Date, and (iv) no order, ruling
    or determination having the effect of ceasing or suspending
    trading in any securities of Microcell has been issued and no
    proceedings for such purpose are pending or, to the knowledge of
    such officer, contemplated or threatened; and
    
	 
	 	(h)	
    Microcell shall receive a certificate addressed
    to it, dated the Closing Date, and signed by an officer of COM
    Canada acceptable to Microcell, certifying for and on behalf of
    COM Canada, and without any personal liability of the officer,
    that (i) it has complied with all covenants and satisfied
    all terms and conditions of the Agreement on its part to be
    complied with and satisfied at or prior to the Closing Date, and
    (ii) the representations and warranties of COM Canada
    contained in the Agreement are true and correct as of the
    Closing Date.
    





		
	6.3	
    Microcell agrees that the conditions contained in
    Section 6.2 will be complied with so far as the same
    relates to acts to be performed or to be caused to be performed
    by Microcell and that it will use its reasonable best efforts to
    cause such conditions to be complied with.
    





ARTICLE VII



CONFIDENTIALITY AND PUBLIC ANNOUNCEMENT





		
	7.1	
    Confidentiality.
    None of the parties hereto shall, without the prior consent of
    the other parties, disclose the terms of this Agreement, except
    that such disclosure may be made to any party’s officers,
    directors, partners, advisors and employees who require such
    information for the purpose of consummating the transactions
    contemplated by this Agreement or as may otherwise be required
    by Law or the rules of the TSX.
    
	 
	7.2	
    Public
    Announcement. The parties hereto
    will make a public announcement regarding this Agreement
    contemporaneously with (or that shall be included within) the
    public announcement to be made by Microcell regarding the Rights
    Offering.
    




-12-








 




ARTICLE VIII



TERMINATION





		
	8.1	
    If Microcell, at any time, and in its sole
    discretion, decides not to proceed with the Rights Offering
    (including, without limitation, for any of the reasons set out
    in paragraph 8.2(a) through 8.2(e) hereof) it shall be entitled,
    by giving written notice to COM Canada, to terminate and cancel,
    without any liability on its part, its obligations under this
    Agreement.
    
	 
	8.2	
    COM Canada shall be entitled, by giving written
    notice to Microcell at any time prior to the Expiry Time, to
    terminate and cancel, without any liability on its part, its
    obligations under this Agreement, if:
    





			
	 	(a)	
    any inquiry, investigation (whether formal or
    informal) or other proceeding is commenced by a Governmental
    Entity pursuant to applicable Laws in relation to Microcell or
    any of its subsidiaries, or in relation to any of the directors
    or officers of Microcell or any of its subsidiaries, any of
    which suspends or ceases trading in the Rights or Shares or
    operates to prevent or restrict the lawful distribution of the
    Securities;
    
	 
	 	(b)	
    if any order is issued by a Governmental Entity
    pursuant to applicable Laws, or if there is any change of Law,
    either of which suspends or ceases trading in the Rights or
    Shares or operates to prevent or restrict the lawful
    distribution of the Securities;
    
	 
	 	(c)	
    any Material Adverse Change occurs;
    
	 
	 	(d)	
    there should develop or occur or come into
    effect, any catastrophe of national or international consequence
    or, any Law or other occurrence of any nature whatsoever which,
    in the reasonable opinion of COM Canada, seriously adversely
    affects or involves, or will seriously adversely affect or
    involve, the financial markets in Canada or the United States,
    or which results in or will result in a Material Adverse
    Change; or
    
	 
	 	(e)	
    Microcell fails to obtain approval of the TSX for
    the listing of the Standby Shares and the Basic Shares and the
    appropriate number of Class B Shares to be issued upon the
    exercise by COM Canada of the Warrants (assuming COM Canada
    shall exercise all such Warrants), subject to the filing of
    customary documents with the TSX.
    





		
	8.3	
    COM Canada shall be entitled, by giving written
    notice to Microcell, to terminate and cancel, without any
    liability on its part, its obligations under this Agreement due
    to the non-fulfillment by Microcell of all of the conditions set
    out in Section 6.2 hereof, if the Rights Offering is
    otherwise terminated or cancelled, or if the closing
    (as contemplated at Article VI hereof) has not
    occurred on or before June 4, 2004.
    
	 
	8.4	
    Notwithstanding any other provision hereof,
    should Microcell or COM Canada validly terminate this Agreement
    pursuant to, and in accordance with, this Article VIII, the
    obligations of both Microcell and COM Canada under this
    Agreement shall terminate and there shall be no further
    liability on the part of COM Canada to Microcell or on the part
    of Microcell to COM Canada hereunder (except for any liability
    of any party that exists at such time or that may arise
    thereafter pursuant to Article IX hereof).
    





ARTICLE IX



INDEMNIFICATION





		
	9.1	
    Microcell covenants and agrees to protect,
    indemnify and hold harmless COM Canada for and on behalf of
    itself and for and on behalf of and in trust for each of its
    directors, officers, employees and agents from and against any
    and all losses, claims, damages, liabilities, costs or expenses
    caused or incurred:
    





			
	 	(a)	
    by reason of or in any way arising, directly or
    indirectly, out of (i) any Misrepresentation or alleged
    Misrepresentation in the Prospectus, or (ii) any untrue
    statement of a material fact or omission of a material fact
    necessary to make the statements made, in the light of the
    circumstances under which they were made, not misleading in the
    Registration Statement or
    




-13-








 


			
	 		
    arising out of any failure by Microcell to
    fulfill any undertaking with the SEC included in the
    Registration Statement; and/or
    
	 
	 	(b)	
    by reason of or in any way arising, directly or
    indirectly, out of any order made or inquiry, investigation or
    proceeding commenced or threatened by any Securities Commission,
    the SEC, or other competent authority in Canada or the United
    States or before or by any Governmental Entity, based upon or
    relating to the Rights Offering or the other transactions
    contemplated in this Agreement including, without limitation,
    any actions taken or statements made by or on behalf of
    Microcell in connection with the Rights Offering or the other
    transactions contemplated in this Agreement or any statement or
    omission or alleged statement or omission in the Prospectus, the
    Registration Statement or any other document relating to the
    Rights Offering or the transactions contemplated in this
    Agreement; and/or
    
	 
	 	(c)	
    the non-compliance or alleged non-compliance by
    Microcell with any requirement of the Securities Laws or any
    other applicable Laws in connection with the Rights Offering or
    the other transactions contemplated in this Agreement, including
    Microcell’s non-compliance with any statutory requirement
    to make any document available for inspection; and/or
    
	 
	 	(d)	
    by reason of, or in any way arising, directly or
    indirectly, out of any breach or default of or under any
    representation, warranty, covenant or agreement of Microcell
    contained herein.
    





		
	9.2	
    COM Canada covenants and agrees to protect,
    indemnify and hold harmless Microcell for and on behalf of
    itself and for and on behalf of and in trust for each of its
    directors, officers, employees and agents from and against any
    and all losses, claims, damages, liabilities, costs or expenses
    caused or incurred by reason of, or in any way arising, directly
    or indirectly, out of (i) any breach or default of or under
    any representation, warranty, covenant or agreement of COM
    Canada contained herein, or (ii) any information relating
    solely to COM Canada that COM Canada provided to Microcell in
    writing or that results primarily from any action taken by COM
    Canada which is contrary to applicable Laws.
    
	 
	9.3	
    The indemnification by Microcell contained in
    Section 9.1 will not apply in respect of any losses,
    claims, damages, liabilities, costs or expenses caused or
    incurred by reason of or arising out of any Misrepresentation,
    order, inquiry, investigation or other matter or thing referred
    to herein which is based upon or results from any information
    relating solely to COM Canada that COM Canada provided in
    Microcell in writing or that results primarily from any action
    taken by COM Canada which is contrary to applicable Laws.
    
	 
	9.4	
    In the event that any claim, action, suit or
    proceeding, including, without limitation, any inquiry or
    investigation (whether formal or informal), is brought or
    instituted against any of the persons or corporations in respect
    of which indemnification is or might reasonably be considered to
    be provided for herein, such person or corporation (an
    “Indemnified Party”) shall promptly notify the
    person from whom indemnification is being sought (being either
    Microcell under Section 9.1 or COM Canada under
    Section 9.2, as the case may be (the “Indemnifying
    Party”)) and the Indemnifying Party shall promptly
    retain counsel who shall be reasonably satisfactory to the
    Indemnified Party to represent the Indemnified Party in such
    claim, action, suit or proceeding, and the Indemnifying Party
    shall pay all of the reasonable fees and disbursements of such
    counsel relating to such claim, action, suit or proceeding.
    
	 
	9.5	
    In any such claim, action, suit or proceeding,
    the Indemnified Party shall have the right to retain other
    counsel to act on his or its behalf, provided that the fees and
    disbursements of such other counsel shall be paid by the
    Indemnified Party unless:
    





			
	 	(a)	
    the Indemnifying Party and the Indemnified Party
    shall have mutually agreed to the retention of such other
    counsel; or
    
	 
	 	(b)	
    the named parties to any such claim, action, suit
    or proceeding (including any added, third or impleaded parties)
    include both the Indemnifying Party and the Indemnified Party
    and representation of both parties by the same counsel would be
    inappropriate due to actual or potential differing interests
    between them (such as the availability of different defenses).
    




-14-








 




		
	9.6	
    Subject to Section 9.5, it is understood and
    agreed that the Indemnifying Party shall not, in connection with
    any such claim, action, suit or proceeding in the same
    jurisdiction, be liable for the reasonable fees and expenses of
    more than one separate legal firm for all persons or
    corporations in respect of which indemnification is or might
    reasonably be considered to be provided for herein and such firm
    shall be designated in writing by the Indemnified Party (on
    behalf of itself and its directors, officers, employees and
    agents).
    
	 
	9.7	
    Notwithstanding anything herein contained,
    neither Microcell nor COM Canada shall agree to any settlement
    of any such claim, action, suit or proceeding unless the other
    has consented in writing thereto, and neither party shall be
    liable for any settlement of any such claim, action, suit or
    proceeding unless it has consented in writing thereto.
    
	 
	9.8	
    If the indemnification provided for in
    Article IX is held by a court of competent jurisdiction to
    be unavailable to an Indemnified Party with respect to any
    losses, claims, damages or liabilities referred to herein, the
    Indemnifying Party, in lieu of indemnifying such Indemnified
    Party thereunder, shall to the extent permitted by applicable
    law contribute to the amount paid or payable by such Indemnified
    Party as a result of such loss, claim, damage or liability in
    such proportionals is appropriate to reflect the relative fault
    of the Indemnifying Party on the one hand and of the Indemnified
    Party on the other in connection with the act or omission that
    resulted in such loss, claim, damage or liability, as well as
    any other relevant equitable considerations. The relative fault
    of the Indemnifying Party and of the Indemnified Party shall be
    determined by a court of law by reference to, among other
    things, whether the untrue or alleged untrue statement of
    material fact or the omission to state a material fact relates
    to information supplied by the Indemnifying Party or by the
    Indemnified Party and the parties’ relative intent,
    knowledge, access to information and opportunity to correct or
    prevent such statement or omission.
    
	 
	9.9	
    The obligations of Microcell and COM Canada under
    this Article IX shall survive completion of any offerings
    described herein and the termination of this Agreement. No
    Indemnifying Party, in the defense of any such claim or
    litigation, shall, except with the consent of the Indemnified
    Party, consent to entry of any judgment or enter into any
    settlement which does not include as an unconditional term
    thereof the giving by the claimant or plaintiff to such
    Indemnified Party of a release from all liability in respect to
    such claim or litigation.
    
	 
	9.10	
    To the extent any indemnification by an
    Indemnifying Party is prohibited or limited by law, the
    Indemnifying Party agrees to make the maximum contribution with
    respect to any amounts for which it would otherwise be liable
    under this Article IX to the fullest extent permitted by
    law; provided, however, that no person guilty of fraudulent
    misrepresentation shall be entitled to contribution from any
    person who was not guilty of such fraudulent misrepresentation.
    




-15-








 




ARTICLE X



NOTICE





		
	10.1	
    Notice. Any notice or other communication
    required or permitted to be given hereunder shall be in writing
    and shall be personally delivered or sent by facsimile
    transmission as set forth below, or to such other address,
    facsimile number or person as may be designated by notice.
    





	 	 	 
	
    
    (a)      In the
    case of Microcell:

    Microcell Telecommunications Inc.

    800 de La Gauchetière St. West

    Suite 400

    Montreal, QC

    H5A 1K3

    Attention: Me Jocelyn Côté

    Fax:       (514) 846-6928
    

    	 	
    With a copy to:

    Stikeman Elliott LLP

    1155 René-Lévesque Blvd. West

    Suite 4000

    Montreal, QC

    H3B 3V2

    Attention: Me Sidney
    Horn
           Me
    Marc B. Barbeau

    Fax:       (514) 397-3222
    
	 
	
    
    (b)      In the
    case of COM Canada or

    the Intervenor:

    COM Canada, LLC

    2300 Carillon Point

    Kirkland, Washington 98033

    Attention: Mr. Brian Marcinek

    Fax:       (425) 828-8061
    

    	 	
    With a copy to:

    Davis Wright Tremaine LLP

    2600 Century Square

    1501 Fourth Avenue

    Seattle, Washington 98101

    Attention: Mr. Benjamin Wolff

    Fax:       (206) 628-7699
    





		
	10.2	
    Receipt of Notice.
    Notice shall be deemed to be given
    on the day of actual delivery or the day of facsimile
    transmission, as the case may be, or if not a business day, on
    the next business day.
    





ARTICLE XI



MISCELLANEOUS





		
	11.1	
    Expenses.
    Whether or not the transactions
    contemplated under this Agreement are completed and whether or
    not this Agreement is otherwise terminated, the parties shall
    pay their respective fees and expenses relating to the
    transactions contemplated herein.
    
	 
	11.2	
    Further Assurances.
    The parties hereto agree to do all
    such things and take all such actions as may be necessary or
    desirable to give full force and effect to the matters
    contemplated by this Agreement.
    
	 
	11.3	
    Assignment.
    This Agreement may not be assigned by any party hereto, by
    operation of law or otherwise, without the prior written consent
    of the other parties hereto, provided, however, that the rights
    and obligations of COM Canada to purchase Standby Shares and
    Basic Shares hereunder may be assigned in whole or in part to
    one or more affiliates designated in writing by COM Canada,
    which assignment shall not release COM Canada from its
    obligations hereunder.
    
	 
	11.4	
    Enurement.
    This Agreement shall enure to the
    benefit of and be binding upon the parties hereto and there
    respective successors and permitted assigns.
    
	 
	11.5	
    Waiver.
    Failure by any party hereto to
    insist in any one or more instances upon the strict performance
    of any one of the covenants or rights contained herein shall not
    be construed as a waiver or relinquishment of such covenant. No
    waiver by either party hereto of any such covenant or right
    shall be deemed to have been made unless expressed in writing
    and signed by the waiving party.
    
	 
	11.6	
    Amendments.
    No term or provision hereof may be
    amended, discharged or terminated except by an instrument in
    writing signed by the party against which the enforcement of the
    amendment, discharge or termination is sought.
    




-16-








 




		
	11.7	
    Counterparts and Facsimile.
    This Agreement may be executed in
    several counterparts and by facsimile, each of which when so
    executed shall be deemed to be an original and such counterparts
    and facsimiles together shall constitute one and the same
    instrument and notwithstanding their date of execution they
    shall be deemed to be dated as of the date hereof. This
    Agreement shall be deemed to have been entered into and to have
    become effective at the location at which COM Canada shall have
    signed an original, counterpart or facsimile version thereof,
    without regard to the place at which Microcell shall have signed
    same.
    
	 
	11.8	
    Time. Time
    shall be of the essence of this Agreement.
    
	 
	11.9	
    Entire Agreement.
    This Agreement together with the
    Warrant Agreement and any other agreements and other documents
    referred to herein and delivered in connection herewith,
    constitutes the entire agreement between the parties hereto
    pertaining to the subject matter hereof and supersedes all prior
    agreements, understandings, negotiations and discussions,
    whether oral or written, between the parties with respect to the
    subject matter hereof.
    





		
	11.10	
    Language. The
    parties hereby confirm their express wish that this document and
    all documents and agreements directly or indirectly related
    thereto be drawn up in English. Les parties aux
    présentes reconnaissent qu’à leur demande le
    présent document ainsi que tous les documents et
    conventions qui s’y rattachent directement ou indirectement
    sont rédigés en langue anglaise.
    





[The rest of this page has been intentionallly
left blank]



-17-








 




IN WITNESS WHEREOF
the parties hereto have caused this
Agreement to be duly executed and delivered by their authorized
officers as of the date first written above.




		
	 	
    MICROCELL TELECOMMUNICATIONS INC.
    





			
	 	By: 	
    (signed) Jocelyn Côté
    



		
	 	
    

	 	
    Name: Jocelyn Côté
    
	 	
    Title: Vice-President, Legal Affairs and
    Assistant Secretary
    
	 
	 	
    COM CANADA, LLC





			
	 	By: 	
    (signed) Craig O. McCaw
    



		
	 	
    

	 	
    Name: Craig O. McCaw
    
	 	
    Title:  CEO and President
    





INTERVENTION



For valuable consideration, the receipt and
adequacy of which is hereby acknowledged, Eagle River
Investments, LLC hereby unconditionally and irrevocably
guarantees to and in favour of Microcell the timely performance
and fulfillment by COM Canada, LLC of its obligations and
covenants under this Agreement and the Warrant Agreement. Eagle
River Investments, LLC hereby acknowledges and agrees that its
obligations under this guarantee are joint and several with COM
Canada, LLC.




Eagle River Investments, LLC acknowledges that
Microcell is relying on this guarantee in connection with the
Rights Offering and its entering into of this Agreement and the
Warrant Agreement and that Microcell would not have proceeded
with the foregoing without such guarantee.




DATED as of this 26th day of February, 2004.




		
	 	
    EAGLE RIVER INVESTMENTS, LLC
    





			
	 	By: 	
    (signed) Craig O. McCaw
    



		
	 	
    

	 	
    Name: Craig O. McCaw
    
	 	
    Title:  Chairman and President
    




-18-








 




SCHEDULE A



FORM OF WARRANT AGREEMENT



THIS WARRANT AGREEMENT
(the “Agreement”) has
been entered into as of
the        th day
of                     ,
2004, by and among Microcell Telecommunications Inc.
(“Microcell”), a corporation existing under the
laws of Canada, and COM Canada, LLC, a Washington limited
liability company (“COM Canada”);




WHEREAS on or about
the        th day
of                     ,
2004, Microcell filed a prospectus in Canada, whereby it offered
to the holders of record of its shares on the record date,
rights to subscribe for Class B Non-Voting Shares (the
“Class B Shares”) in its share capital,
the whole as further set out in the prospectus (the
“Rights Offering”);




WHEREAS, in
connection with the Rights Offering, as of the
26th day of February, 2004, Microcell and COM
Canada entered into a standby purchase agreement (the
“Standby Agreement”) whereby, inter
alia, COM Canada agreed to purchase all of the Class B
Shares that were offered but not otherwise purchased pursuant to
the Rights Offering as well as the Basic Shares (as such term is
defined in the Standby Agreement) which Microcell agreed to
issue to COM Canada;




WHEREAS, in
accordance with the terms and conditions set out in the Standby
Agreement, Microcell had also agreed to issue COM Canada
warrants to acquire Class B Shares;




NOW, THEREFORE, in
consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto have agreed as
set forth below.




ARTICLE I



ISSUANCE OF WARRANTS





		
	1.1	
    Microcell hereby issues to COM Canada which
    hereby accepts, subject to the terms and conditions hereinafter
    set
    forth,                     warrants,
    each such warrant entitling COM Canada to purchase one
    Class B Share at an exercise price of $22.00 per
    Class B Share (the “Exercise Price”), all
    subject to adjustment as provided in Article IV hereof.
    





ARTICLE II



WARRANT TERM





		
	2.1	
    The warrants issued hereunder shall be
    exercisable as follows:
    





			
	 	(a)	
    from April 30, 2005 until 4:30 p.m.
    (Montreal time) on October 31, 2005 (the
    “1st Vesting
    Period”),                     warrants
    may be exercised by COM Canada;
    
	 
	 	(b)	
    from April 30, 2005 until 4:30 p.m.
    (Montreal time) on October 31, 2006 (the
    “2nd Vesting
    Period”),                     warrants
    may be exercised by COM Canada; and
    
	 
	 	(c)	
    from December 31, 2005 until 4:30 p.m.
    (Montreal time) on April 30, 2008 (the
    “3rd Vesting
    Period”),                     warrants
    may be exercised by COM Canada.
    





		
	 	
     (the 1st Vesting Period, the 2nd
    Vesting Period and the 3rd Vesting Period being
    hereinafter collectively referred to as the “Vesting
    Period”).
    





		
	2.2	
    During the applicable Vesting Period, COM Canada
    may, from time to time in minimum installments of at least
    250,000 warrants per installment, exercise up to the aggregate
    number of warrants that have
    




-19-








 


		
		
    vested during such Vesting Period by giving
    notice in writing to Microcell in accordance with
    Section 3.1 hereof.
    
	 
	2.3	
    Notwithstanding any other provision of this
    Agreement (but in addition to the provisions hereof at
    Article IV dealing with Fundamental Transactions), in the
    event (i) a Fundamental Transaction occurs, or in the event
    an offer to purchase the Class B Shares or any part thereof
    shall be made to all holders of Class B Shares, or if a
    transaction or series of transactions occur in which a person or
    group of persons (acting jointly or otherwise in concert), and
    in either case other than COM Canada, acquires beneficial
    ownership of more than 50% of the aggregate voting power and
    more than 30% of the issued and outstanding equity securities of
    Microcell, and (ii) COM Canada does not consent in writing
    to such transaction, Microcell shall provide prompt written
    notice thereof to COM Canada and COM Canada shall have the right
    to immediately exercise all vested and unvested warrants (which,
    for greater certainty, shall not include any warrants that had
    already lapsed pursuant to Section 2.4 or otherwise of this
    Agreement) by giving written notice thereof to Microcell;
    provided however that (A) any such notice of exercise shall
    only become effective in the event that such transaction is then
    consummated, and (B) in the event that such transaction is
    not consummated, then such notice shall be deemed never to have
    been given and the warrants shall continue in effect, unamended
    hereby.
    
	 
	2.4	
    At the expiry of each Vesting Period, the
    warrants that had vested during such Vesting Period but that had
    not been exercised by COM Canada shall lapse, have no value and
    shall no longer be exercisable.
    





ARTICLE III



EXERCISE OF WARRANTS





		
	3.1	
    The warrants issued under this Agreement shall be
    exercisable (from time to time and in accordance with the limits
    set out at Section 2.1 above) by COM Canada giving written
    notice to Microcell, which notice shall specify the number of
    warrants that are being exercised for the corresponding number
    of Class B Shares (the “Acquired Shares”).
    
	 
	3.2	
    Within 5 days of receipt of COM
    Canada’s written notice of exercise, Microcell shall, at
    its option, either:
    





			
	 	(a)	
    provide written notice to COM Canada that it will
    deliver a share certificate to, and registered in the name of,
    COM Canada, representing, in the aggregate, the number of
    Acquired Shares (it being understood that the time and location
    of such delivery will be determined by Microcell and COM Canada
    in good faith, and that simultaneous with the delivery of such
    share certificate, COM Canada shall be obligated to pay (by cash
    or certified cheque) the aggregate Exercise Price for the
    Acquired Shares to Microcell); or
    
	 
	 	(b)	
    pay to COM Canada (by cash, wire transfer or
    certified cheque) an amount equal to the remainder of
    (A) the aggregate Fair Market Value of the Acquired Shares,
    less (B) the aggregate Exercise Price of the Acquired
    Shares; or
    
	 
	 	(c)	
    deliver to COM Canada a share certificate
    registered in the name of COM Canada, representing the number of
    Class B Shares that have a Fair Market Value equal to the
    remainder of (A) the aggregate Fair Market Value of the
    Acquired Shares, less (B) the aggregate Exercise Price of
    the Acquired Shares (it being understood that, for the purposes
    of the foregoing, Microcell shall not be required to issue
    fractional shares to COM Canada and instead may pay any balance
    owed to COM Canada in cash).
    





		
	 	
     provided that should COM Canada exercise that
    portion of the warrants that are exercisable by it during the
    3rd Vesting Period, COM Canada may in the notice delivered to
    Microcell pursuant to Section 3.1 hereof, instruct
    Microcell that the exercise of such portion of the warrants
    shall be satisfied by COM Canada receiving from Microcell, at
    Microcell’s option, only the consideration that is set
    forth in Section 3.2(b) or 3.2(c).
    




-20-








 




		
	 	
     For the purposes of the foregoing, “Fair
    Market Value” shall mean the simple average of the
    closing price of the Class B Shares on the Toronto Stock
    Exchange, such simple average to be calculated on the basis of
    the closing price of the Class B Shares on the Toronto
    Stock Exchange on each of the trading days on which there was
    such a closing price during the ten (10) day period ending
    on the day that precedes the day on which COM Canada gives
    written notice of its exercise to Microcell.
    





		
	3.3	
    COM Canada acknowledges that Microcell’s
    election pursuant to Section 3.2 shall be made by Microcell
    in its sole discretion, and that the fulfillment by Microcell of
    its obligations in accordance with such election, will
    constitute full and satisfactory consideration to COM Canada for
    the number of Acquired Shares in respect of which COM Canada has
    exercised its warrants.
    
	 
	3.4	
    COM Canada acknowledges that the Class B
    Shares, if any, issued to it by Microcell pursuant to this
    Agreement may be subject to resale restrictions or a hold period
    under applicable securities laws and that it is the sole
    responsibility of COM Canada to ensure that the resale, if any,
    of such shares is completed in accordance with the requirements
    of applicable securities laws. Each share certificate issued to
    COM Canada under this Agreement may include a restrictive legend
    evidencing such resale restriction and/or hold period that is,
    in the reasonable opinion of counsel, required under
    applicable law.
    





ARTICLE IV



ADJUSTMENTS





		
	4.1	
    The number of warrants issued to COM Canada
    hereunder will be adjusted from time to time in the events and
    in the manner provided in, and in accordance with the provisions
    of this Article IV, and for such purposes and as used in
    this Article IV, (A) “Adjustment
    Period” means the period commencing immediately
    after        l       ,
    2004 and ending at 4:30 p.m. (Montreal time) on
    April 30, 2008 (or such earlier time as (i) this
    Agreement has been terminated, or (ii) all of the warrants
    issued hereunder have been exercised by COM Canada, or
    (iii) all of the warrants issued hereunder have lapsed,
    been cancelled or have otherwise been rendered null
    (the “Expiry Time”), and
    (B) “Share Number” means the number of
    Class B Shares that are issuable upon the exercise of a
    warrant, which number, subject to adjustment pursuant to this
    Article IV, will be one Class B Share per warrant.
    
	 
	4.2	
    The Share Number in effect at any date will be
    subject to adjustment from time to time as follows:
    





			
	 	(a)	
    If and whenever at any time during the Adjustment
    Period, Microcell shall:
    





			
	 	(i)	
    subdivide or redivide the outstanding
    Class B Shares into a greater number of Class B
    Shares; or
    
	 
	 	(ii)	
    consolidate, combine or reduce the outstanding
    Class B Shares into a lesser number of Class B
    Shares; or
    
	 
	 	(iii)	
    issue Class B Shares to all or substantially
    all of the holders of Class B Shares by way of a stock
    dividend or other distribution,
    





		
	 	
     then, in each such event, the Share Number will,
    on the effective date of or the record date for such event, be
    adjusted by multiplying the Share Number in effect immediately
    prior to such date by a fraction.
    





			
	 	(iv)	
    the numerator of which shall be the total number
    of Class B Shares outstanding on such date after giving
    effect to such event; and
    
	 
	 	(v)	
    the denominator of which shall be the total
    number of Class B Shares outstanding on such date before
    giving effect to such event.
    





		
	 	
     Such adjustment will be made successively
    whenever any such event shall occur. Any such issue of
    Class B Shares by way of a stock dividend or other
    distribution shall be deemed to have been
    




-21-








 


		
	 	
    made on the record date for such stock dividend
    or other distribution for the purpose of calculating the number
    of outstanding Class B Shares under paragraph 4.2(b)
    and paragraph 4.2(c).
    





			
	 	(b)	
    If and whenever, at any time during the
    Adjustment Period, Microcell shall fix a record date for the
    issuance of rights, options or warrants to all or substantially
    all of the holders of Class B Shares entitling the holders
    thereof, within a period expiring not more than 50 days
    after the record date for such issue, to subscribe for or
    purchase Class B Shares (or securities convertible
    into or exchangeable for Class B Shares) (the
    “Short Term Warrants”) and such Short Term
    Warrants are exercisable at a price per share (or have a
    conversion or exchange price per share) less than 95% of the
    “Current Market Price” (and for the purposes
    hereof, “Current Market Price” shall mean the
    closing trading prices per share of Class B Shares on any
    particular date (and if such date is not a business day, the
    last business day before such date)) on the earlier of such
    record date and the date on which Microcell announces its
    intention to make such issuance, then, in each such case, the
    Share Number will be adjusted immediately after such record date
    by multiplying the Share Number in effect on such record date by
    a fraction:
    





			
	 	(i)	
    the numerator of which shall be the total number
    of Class B Shares outstanding on such record date plus the
    total number of additional Class B Shares so offered for
    subscription or purchase (or into or for which the convertible
    or exchangeable securities so offered are convertible or
    exchangeable); and
    
	 
	 	(ii)	
    the denominator of which shall be the aggregate
    of (A) the number of Class B Shares outstanding on
    such record date and (B) a number determined by dividing
    the aggregate subscription or purchase price of the total number
    of additional Class B Shares so offered for subscription or
    purchase (or the aggregate conversion or exchange price of
    the convertible or exchangeable securities so offered) by the
    Current Market Price as of the applicable record date.
    





		
	 	
     Any Class B Shares owned by or held for the
    account of Microcell or any of its subsidiaries shall be deemed
    not to be outstanding for the purpose of any such computation.
    Such adjustments will be made successively whenever such a
    record date is fixed. To the extent that any such rights,
    options or warrants are not so issued or any such rights,
    options or warrants are not exercised prior to the expiration
    thereof, the Share Number will then be readjusted to the Share
    Number which would then be in effect if such record date had not
    been fixed or to the Share Number which would then be in effect
    based upon the number of Class B Shares (or securities
    convertible into or exchangeable for Class B Shares)
    actually issued upon the exercise of such rights, options or
    warrants, as the case may be.
    





			
	 	(c)	
    If and whenever at any time during the Adjustment
    Period, Microcell shall fix a record date for the making of a
    distribution to all or substantially all of the holders of
    Class B Shares of:
    





			
	 	(i)	
    shares of any class other than Class B
    Shares, whether of Microcell or any other corporation;
    
	 
	 	(ii)	
    rights, options or warrants other than Short Term
    Warrants;
    
	 
	 	(iii)	
    evidence of indebtedness; or
    
	 
	 	(iv)	
    cash, securities or other property or assets;
    





		
	 	
     then, in each such case, the Share Number will
    be adjusted immediately after such record date by multiplying
    the Share Number in effect on such record date by a fraction:
    





			
	 	(v)	
    the numerator of which shall be the total number
    of Class B Shares outstanding on such record date
    multiplied by the Current Market Price on such record date; and
    
	 
	 	(vi)	
    the denominator of which shall be (A) the
    product of the number of Class B Shares outstanding on such
    record date and the Current Market Price on the earlier of such
    record date and the date on which Microcell announces its
    intention to make such distribution
    




-22-








 


			
	 		
    reduced by (B) the aggregate fair market
    value (as determined by the directors in good faith and
    acting reasonably at the time such distribution is authorized)
    of such shares or rights, options or warrants or evidences of
    indebtedness or cash, securities or other property or assets to
    be so distributed.
    





		
	 	
     Any Class B Shares owned by or held for the
    account of Microcell or any of its subsidiaries shall be deemed
    not to be outstanding for the purpose of any such computation.
    Such adjustments will be made successively whenever such a
    record date is fixed. To the extent that such distribution is
    not so made or to the extent that any such rights, options or
    warrants so distributed are not exercised prior to the
    expiration thereof, the Share Number will then be readjusted to
    the Share Number which would then be in effect if such record
    date had not been fixed or to the Share Number which would then
    be in effect based upon such shares or rights, options or
    warrants or evidences of indebtedness or cash, securities or
    other property or assets actually distributed or based upon the
    number or amount of securities or the property or assets
    actually issued or distributed upon the exercise of such rights,
    options or warrants, as the case may be.
    





			
	 	(d)	
    In the absence of a resolution of the directors
    of Microcell fixing a record date for any event referred to in
    this Article IV, Microcell shall be deemed to have fixed as
    the record date therefore the earlier of the date on which
    holders of record of Class B Shares are determined for the
    purpose of participating in such event and the date on which
    such event becomes effective.
    
	 
	 	(e)	
    If whenever at any time after the Effective Date
    and ending at the Expiry Time, any of the events referred to in
    Section 4.2(a), (b) or (c) occurs and if such
    event results in an adjustment to the Share Number, the Exercise
    Price shall be adjusted contemporaneously with each such
    adjustment of the Share Number (including, for greater
    certainty, any readjustment of the Share Number if and to the
    extent that a distribution or issuance of securities or exercise
    of rights, warrants or options pursuant to Section 4.2(b)
    or (c) is not completed) by multiplying the Exercise Price
    in effect immediately prior to the occurrence of such event by a
    fraction:
    





			
	 	(i)	
    the numerator of which shall be the number of
    Class B Shares outstanding immediately before giving effect
    to such event; and
    
	 
	 	(ii)	
    the denominator of which shall be the number of
    Class B Shares outstanding immediately after giving effect
    to such event;
    





		
	 	
     provided that, in addition, in any such event
    contemplated by Section 4.2(c) not involving the issuance
    of Class B Shares, the Exercise Price shall be divided by
    the fraction contemplated in subparagraphs (v) and
    (vi) therein, it being understood that adjustments in the
    Share Number and in the Exercicse Price in any such event should
    not result in any duplication in their effects nor in the
    increase of the Exercise Price in effect immediately prior to
    the relevant record date.
    





4.3




			
	 	(a)	
    If and whenever at any time during the Adjustment
    Period, there is (i) any reclassification of the
    Class B Shares at any time outstanding or any change of the
    Class B Shares into other shares, securities or property of
    Microcell, or any other capital reorganization of Microcell of
    similar effect (other than as described in Section 4.2),
    (ii) any amalgamation, arrangement, merger or other form of
    business combination of Microcell with or into any other
    corporation resulting in any reclassification of the outstanding
    Class B Shares or change of the Class B Shares into
    other shares, securities or property of Microcell or such other
    corporation, or (iii) any sale, lease, exchange or transfer
    of all or substantially all of the undertaking or assets of
    Microcell and/ or the subsidiaries of Microcell to another
    corporation or entity not wholly-owned by Microcell (each of the
    transactions contemplated in (i), (ii) and (iii),
    hereinafter, a “Fundamental Transaction”),
    then, in each such event, COM Canada will be entitled to
    receive, and shall accept, in lieu of the number of Class B
    Shares to which COM Canada was theretofore entitled upon the
    exercise of warrants, the kind and number or amount of shares or
    other securities or property which COM Canada would have been
    entitled to receive as a result of the Fundamental Transaction
    if, on the
    




-23-








 


			
	 		
    effective date thereof, COM Canada had been the
    registered holder of the number of Class B Shares to which
    COM Canada was theretofore entitled upon such exercise.
    
	 
	 	(b)	
    If and whenever at any time during the Adjustment
    Period, there is a Fundamental Transaction which provides for
    holders of the outstanding Class B Shares to receive
    consideration solely in the form of cash, COM Canada shall be
    deemed (i) where such cash consideration is, on a per
    Class B Share basis, in an amount greater than the Exercise
    Price, to exercise its warrants in full (but solely to the
    extent such warrants had not been previously exercised and to
    the extent that such warrants then remained vestable and
    exercisable) and COM Canada shall be entitled to receive, upon
    such deemed exercise, the cash consideration it would have been
    entitled to receive had such exercise of the warrants taken
    place immediately prior to such Fundamental Transaction, less
    the Exercise Price thereof or (ii) where the cash
    consideration is, on a per Class B Share basis, equal to or
    less than the Exercise Price, to surrender its warrants, without
    payment of any consideration. Following such deemed exercise,
    all warrants shall be cancelled and shall be of no further value
    or effect.
    





		
	 	
     If necessary as a result of any Fundamental
    Transaction, appropriate adjustments will be made in the
    application of the provisions set forth in this Article IV
    with respect to the rights and interests thereafter of COM
    Canada to the end that the provisions set forth in this
    Article IV will thereafter correspondingly be made
    applicable as nearly as may reasonably be in relation to any
    shares or other securities or property thereafter deliverable
    upon the exercise of the warrants. Any such adjustments will be
    made by and set forth in an agreement supplemental hereto
    approved by Microcell and by COM Canada (both parties acting
    reasonably) and shall for all purposes be conclusively deemed to
    be an appropriate adjustment.
    





		
	4.4	
    In any case in which this Article IV shall
    require that an adjustment shall become effective immediately
    after a record date for or an effective date of an event
    referred to herein, Microcell may defer, until the occurrence
    and consummation of such event, issuing to COM Canada the
    additional Class B Shares or other shares, securities or
    property issuable upon such exercise by reason of the adjustment
    required by such event, provided, however, that Microcell will
    deliver to COM Canada an appropriate instrument evidencing COM
    Canada’s right to receive such additional Class B
    Shares or other shares, securities or property upon the
    occurrence and consummation of such event and the right to
    receive any dividend or other distribution in respect of such
    additional Class B Shares or other shares, securities or
    property declared in favour of the holders of record of
    Class B Shares or of such other shares, securities or
    property on or after the date of the exercise of the warrants or
    such later date as such holder would, but for the provisions of
    this subsection, have become the holder of record of such
    additional Class B Shares or of such other shares,
    securities or property pursuant hereto.
    
	 
	4.5	
    The adjustments provided for in this
    Article IV are cumulative, shall, in the case of any
    adjustment to the Share Number, be computed to the nearest one
    one-hundredth of a Class B Share and will apply (without
    duplication) to successive subdivisions, consolidations,
    distributions, issuances or other events resulting in any
    adjustment under the provisions of this Article IV,
    provided that, notwithstanding any other provision of this
    Article IV, no adjustment of the Share Number will be
    required (i) unless such adjustment would require an
    increase or decrease of at least 1% in the Share Number then in
    effect (provided, however, that any adjustment which by reason
    of this subsection is not required to be made will be carried
    forward and taken into account in any subsequent adjustment),
    (ii) if, in respect of any event described in this Section
    (other than the events referred to in Section 4.2(a)(i),
    Section 4.2(a)(ii) and Section 4.3), COM Canada is entitled
    to participate in such event, or is entitled to participate
    within 45 days in a comparable event, on the same terms,
    mutatis mutandis as if the warrants had been exercised
    prior to or on the effective date of or record date for such
    event, (iii) in respect of any Class B Shares issuable
    or issued pursuant to any stock option or stock purchase plan in
    force from time to time for directors, officers or employees of
    Microcell or of any of its subsidiaries or pursuant to the
    outstanding warrants of Microcell (which, for greater certainty,
    shall not include the warrants issued to COM Canada hereunder),
    (iv) in respect of any Class B Shares issued on the
    exercise of any other stock options issued by Microcell and
    outstanding on the date hereof, or (v) in respect of
    Class B Shares
    




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    issued on the conversion into Class B Shares
    of preferred shares in the capital of Microcell outstanding on
    the date hereof.
    
	 
	4.6	
    In the event of any question arising with respect
    to the adjustments provided for in this Article IV, such
    questions shall be conclusively determined by Microcell’s
    external auditors or, at COM Canada’s request, by such firm
    of chartered accountants as is appointed by Microcell and is
    reasonably acceptable to COM Canada. Such accountants shall have
    access to all necessary records of Microcell and such
    determination shall be binding upon Microcell and COM Canada. If
    any such determination is made, Microcell shall forthwith
    deliver a certificate to COM Canada describing such
    determination.
    
	 
	4.7	
    If and whenever at any time during the Adjustment
    Period, Microcell shall take any action affecting or relating to
    the Class B Shares, other than any action described in this
    Article IV, which in the opinion of the board of directors
    of Microcell, acting reasonably, would prejudicially affect the
    rights of COM Canada, the Share Number and Exercise Price will
    be adjusted by the board of directors of Microcell in such
    manner, if any, and at such time, as the board of directors of
    Microcell may determine to be equitable in the circumstances.
    
	 
	4.8	
    As a condition precedent to the taking of any
    action which would require an adjustment pursuant to the
    foregoing provisions of this Article IV, Microcell will
    take any action which may, in the opinion of counsel to
    Microcell, be necessary in order that Microcell, or any
    successor to Microcell or successor to the undertaking or assets
    of Microcell, will be obligated to and may validly and legally
    issue all of the Class B Shares or other shares, securities
    or property which COM Canada would be entitled to receive on the
    exercise of its warrants in accordance with the provisions
    hereof.
    
	 
	4.9	
    As soon as possible after the effective date of
    or record date for any event referred to in this Article IV
    that requires or might require an adjustment in any of the
    rights under the warrants issued to COM Canada hereunder,
    Microcell will give notice to COM Canada of the particulars of
    such event and, to the extent determinable, any adjustment
    required. Such notice need only set forth such particulars as
    have been determined at the date such notice is given. If any
    adjustment for which such notice is given is not then
    determinable, promptly after such adjustment is determinable
    Microcell will file with COM Canada a certificate of Microcell
    showing the computation of such adjustment.
    
	 
	4.10	
    After any adjustment pursuant to this
    Article IV, the term “Class B Shares”
    where used in this Agreement shall be interpreted to mean
    securities of any class or classes which, as a result of such
    adjustment and all prior adjustments pursuant to this
    Article IV, COM Canada is entitled to receive upon the
    exercise of its warrants, and the number of Class B Shares
    indicated in any exercise made pursuant to the warrants, shall
    be interpreted to mean the number of securities and other
    property and assets which, as a result of such adjustment and
    all prior adjustments pursuant to this Article IV, COM
    Canada is entitled to receive upon the exercise of the warrants.
    





ARTICLE V



ASSIGNMENT AND ENCUMBRANCE





		
	5.1	
    Unless otherwise agreed to in writing by
    Microcell, the warrants issued hereunder are personal to
    COM Canada and shall not be assignable or transferable by
    COM Canada, whether voluntarily or by operation of law, and
    whether directly or indirectly (including, for greater
    certainty, and without limitation, by way of a monetization or
    similar transaction). Notwithstanding the foregoing,
    COM Canada may, in a transfer that is made pursuant to an
    exemption from the registration requirements of, or in a
    transaction that is not subject to the Securities Act and any
    state securities or “blue sky” laws, assign or
    transfer the warrants to an affiliate (as the term affiliate is
    defined at Section 9 of the Securities Act
    (Québec)), provided that COM Canada shall give five
    (5) days prior written notice of the assignment or transfer
    to Microcell and such written notice shall contain a
    representation from COM Canada that the transferee or assignee
    is an affiliate of COM Canada (as the term affiliate is defined
    at Section 9 of the Securities Act (Québec)),
    and provided that such affiliate remains an affiliate
    




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    at all times, failing which the warrants shall
    lapse, have no value and shall no longer be exercisable, unless
    such warrants are promptly transferred back to COM Canada.
    
	 
	5.2	
    The warrants issued hereunder shall not be
    pledged, hypothecated, charged or otherwise encumbered by COM
    Canada. Notwithstanding the foregoing, the warrants may be
    pledged by COM Canada in order to guarantee its obligations
    under a loan, credit or other bona fide financing
    agreement that has been entered into with a recognized financial
    institution, provided that such financial institution (and/or
    any of its affiliates) is not and is not an affiliate of a
    telecommunications company operating in Canada or the United
    States.
    
	 
	5.3	
    Notwithstanding Section 5.1 and
    Section 5.2 above beginning on December 31, 2005, that
    portion of the warrants that may be exercised by COM Canada
    during the 2nd Vesting Period and the 3rd Vesting
    Period (as well as such portion of the underlying Class B
    Shares) shall be assignable, transferable, pledgeable,
    hypothecable and/or chargeable by COM Canada, so long as at
    least 250,000 of such warrants (as well as such portion of the
    underlying Class B Shares) are so assigned, transferred,
    pledged, hypothecated or charged to or in favour of the same
    third party and so long as such third party signs an undertaking
    satisfactory to Microcell (acting reasonably) that such third
    party is bound by and will respect the terms of this Agreement
    in respect of the warrants acquired by it and that any such
    assignment, transfer, pledge, hypothec or charge is made
    pursuant to an exemption from the registration requirements of,
    or in a transaction not subject to, the Securities Act and any
    state securities or “blue sky” laws.
    




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ARTICLE VI



NOTICE





		
	6.1	
    Any notice or other communication required or
    permitted to be given hereunder shall be in writing and shall be
    personally delivered or sent by facsimile transmission as set
    forth below, or to such other address, facsimile number or
    person as may be designated by notice.
    





	 	 	 
	 	 	
    (a)  In the case of Microcell:

    

    Microcell Telecommunications Inc.

    800 de La Gauchetière St. West

    Suite 400

    Montreal, QC

    H5A 1K3

    

    Att:   Chief Financial Officer

    Fax:   (514) 846-6959
    
	 	 	
    (b)  In the case of COM Canada:

    

    COM Canada, LLC

    2300 Carillon Point

    Kirkland, Washington 98033

    

    Att:   Mr. Brian Marcinek

    Fax:   (425) 828-8061
    





		
	6.2	
    Notice shall be deemed to be given on the day of
    actual delivery or the day of facsimile transmission, as the
    case may be, or if not a business day, on the next business day.
    





ARTICLE VII



MISCELLANEOUS





		
	7.1	
    The division of this Agreement into articles,
    sections, paragraphs and clauses and the provision of headings
    are for the convenience of reference only and shall not affect
    the construction or interpretation of this Agreement. The terms
    “this agreement”, “hereof”,
    “hereunder” and similar expressions refer to this
    Agreement as a whole and not to any particular article, section,
    paragraph, clause or other portion hereof and include any
    agreement or instrument supplemental or ancillary hereto. Unless
    something in the subject matter or context is inconsistent
    therewith, references herein to articles, sections, paragraphs
    or clauses are to articles, sections, paragraphs or clauses of
    this Agreement.
    
	 
	7.2	
    Words importing the singular number only shall
    include the plural and vice versa, words importing the
    masculine gender shall include the feminine and neuter genders
    and vice versa and words importing persons shall include
    individuals, partnerships, trusts, corporations, governments and
    governmental authorities and vice versa.
    
	 
	7.3	
    Unless otherwise specifically stated, all
    references to dollars and cents in this Agreement are to the
    lawful currency of Canada.
    
	 
	7.4	
    This Agreement shall be governed by, interpreted
    and enforced in accordance with the laws of the Province of
    Québec and the federal laws of Canada applicable therein.
    Microcell and COM Canada hereby unconditionally and irrevocably
    submit to the non-exclusive jurisdiction of the courts of the
    Province of Québec in respect of all matters arising out of
    this Agreement.
    
	 
	7.5	
    If any provision of this Agreement is determined
    to be invalid or unenforceable in whole or in part, such
    invalidity or unenforceability shall attach only to such
    provision or part thereof and the remaining part of such
    provision and all other provisions hereof shall continue in full
    force and effect. The parties hereto agree to negotiate in good
    faith a substitute provision which shall be as close as possible
    to the intention
    




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    of any invalid or unenforceable provision as may
    be valid or enforceable. The invalidity or unenforceability of
    any provision in any particular jurisdiction shall not affect
    its validity or enforceability in any other jurisdiction where
    it is valid or enforceable.
    
	 
	7.6	
    Each party hereto agrees to do all such things
    and take all such actions as may be necessary or desirable to
    give full force and effect to the matters contemplated by this
    Agreement.
    
	 
	7.7	
    This Agreement shall enure to the benefit of and
    be binding upon the parties hereto and there respective
    successors and permitted assigns.
    
	 
	7.8	
    Failure by any party hereto to insist in any one
    or more instances upon the strict performance of any one of the
    covenants or rights contained herein shall not be construed as a
    waiver or relinquishment of such covenant. No waiver by either
    party hereto of any such covenant or right shall be deemed to
    have been made unless expressed in writing and signed by the
    waiving party.
    
	 
	7.9	
    No term or provision hereof may be amended,
    discharged or terminated except by an instrument in writing
    signed by the party against which the enforcement of the
    amendment, discharge or termination is sought.
    
	 
	7.10	
    This Agreement may be executed in several
    counterparts and by facsimile, each of which when so executed
    shall be deemed to be an original and such counterparts and
    facsimiles together shall constitute one and the same instrument
    and notwithstanding their date of execution they shall be deemed
    to be dated as of the date hereof. This Agreement shall be
    deemed to have been entered into and to have become effective at
    the location at which COM Canada shall have signed an original,
    counterpart or facsimile version thereof, without regard to the
    place at which Microcell shall have signed same.
    
	 
	7.11	
    Time shall be of the essence of this Agreement.
    
	 
	7.12	
    This Agreement, together with any other
    agreements and other documents referred to herein and delivered
    in connection herewith, constitutes the entire agreement between
    the parties hereto pertaining to the subject matter hereof and
    supersedes all prior agreements, understandings, negotiations
    and discussions, whether oral or written, between the parties
    with respect to the subject matter hereof.
    
	 
	7.13	
    The parties hereby confirm their express wish
    that this document and all documents and agreements directly or
    indirectly related thereto be drawn up in English. Les
    parties aux présentes reconnaissent qu’à leur
    demande le présent document ainsi que tous les documents et
    conventions qui s’y rattachent directement ou indirectement
    sont rédigés en langue anglaise.
    





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IN WITNESS WHEREOF
the parties hereto have caused this
Agreement to be duly executed and delivered by their authorized
officers as of the date first written above.




		
	 	
    MICROCELL TELECOMMUNICATIONS INC.
    





			
	 	By: 	




		
	 	
    

	 	
    Name:
    
	 	
    Title:
    
	 
	 	
    COM CANADA, LLC
    





			
	 	By: 	




		
	 	
    

	 	
    Name:
    
	 	
    Title:
    




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CONSENT OF INDEPENDENT AUDITORS


     
We consent to the reference to our firm under the
captions “Summary Financial Information And Operating
Data”, “Selected Financial Data” and
“Experts” and to the use of our report dated
February 11, 2004 (except as to Note 20 which is as of
February 27, 2004) in Amendment No. 1 to the
Registration Statement [Form F-1 No. 333-110843] and
related prospectus of Microcell Telecommunications Inc. for the
offering of Class A restricted voting shares and
Class B non-voting shares to exercising holders of the 2005
Warrants and 2008 Warrants.







 


		
	Montreal, Canada,	Chartered Accountants




March 3, 2004.