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                                                               EXECUTION VERSION

                                                                    EXHIBIT 10.3

                    TRANCHE B - TERM LOAN B CREDIT AGREEMENT

            THIS TRANCHE B - TERM LOAN B CREDIT AGREEMENT (this "Agreement")
dated as of March 17, 2004 is entered into among Microcell Telecommunications
Inc., as Parent, Microcell Solutions Inc., as Borrower, the financial
institutions from time to time parties hereto, as Lenders, JPMorgan Chase Bank,
Toronto Branch, as Administrative Agent and Collateral Agent, and Credit Suisse
First Boston, as syndication agent and joint lead arranger. Reference is made to
the Introductory Statements below and Section 1.1 hereof for the definition of
certain capitalized terms used herein.

INTRODUCTORY STATEMENTS:

A.          Reference is made to that certain Tranche B Credit Agreement dated
as of May 1, 2003 (the "Original Tranche B Credit Agreement") among the Parent,
the Borrower, the financial institutions from time to time parties thereto as
lenders, and JPMorgan Chase Bank, Toronto Branch, as Administrative Agent and
Collateral Agent, which sets out the initial terms of the Tranche B Debt;

B.          The parties wish to amend and restate the Original Tranche B Credit
Agreement by way of the Amendment and Restatement Agreement dated as of the date
hereof (the "Amendment and Restatement Agreement") which amends, supplements and
restates the Original Tranche B Credit Agreement by dividing the Tranche B Debt
into the "Tranche B-Term Loan A" governed by the terms set out in the Tranche
B-Term Loan A Credit Agreement and the "Tranche B-Term Loan B" governed by the
terms set out in this Agreement.

            NOW THEREFORE, in consideration of the mutual conditions and
agreements set forth in this Agreement, and for good and valuable consideration,
the receipt of which is hereby acknowledged, the Lenders, the Administrative
Agent, the Collateral Agent, Credit Suisse First Boston, the Parent and the
Borrower hereby agree as follows.

                                   ARTICLE 1
                                   DEFINITIONS

1.1         DEFINED TERMS. As used in this Agreement, the following terms have
the meanings specified below:

      "Additional Loan" is defined in Section 2.17.

      "Additional Subsidiary" is defined in Section 5.12.

      "Administrative Agent" means JPMorgan Chase Bank, Toronto Branch, in its
capacity as administrative agent for the Lenders hereunder, or any successor
Administrative Agent appointed pursuant to Section 8.9.

      "Administrative Questionnaire" means an administrative questionnaire in a
form supplied by the Administrative Agent.

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      "Affiliate" means, with respect to any Person, another Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with, such Person.

      "Agents" means the Administrative Agent and the Collateral Agent.

      "Amendment and Restatement Agreement" has the meaning set out in the
Introductory Statements.

      "Amortization Dates" is defined in Section 2.4.

      "Amortization Payments" means, collectively, the quarterly instalment
payments required to be made pursuant to Section 2.4.

      "Applicable Margin" means, (i) with respect to any Base Rate Loan, 6.00%
(600 basis points), and (ii) with respect to any Eurodollar Loan, 7.00% (700
basis points).

      "Applicable Percentage" means, with respect to any Lender, the percentage
of the total Loans represented by such Lender's Loans, as listed in Schedule A.

      "Asset Disposition" means, with respect to any Credit Party, the sale,
lease, license, transfer, assignment or other disposition of, or the
expropriation, condemnation, destruction or other loss of, all or any portion of
its business, assets, rights, revenues or property, real, personal or mixed,
tangible or intangible, whether in one transaction or a series of transactions
(including a Sale/Leaseback Transaction), other than (a) inventory sold in the
ordinary course of business upon customary credit terms, (b) inventory destroyed
in the ordinary course of business or sales of scrap or obsolete material or
equipment which are not material in the aggregate, (c) sales or other
dispositions of assets which are not in the ordinary course of business or
leases of real property or personal property (under which a Credit Party is
lessor), in any such case, which have a Fair Market Value less than
Cdn.$2,000,000 for any transaction and less than Cdn.$2,000,000 for all such
transactions in any Fiscal Year and which are no longer used or useful in the
Business, (d) licenses granted to third parties in the ordinary course of
business, (e) property sold to any other Credit Party, and (f) any other
disposition consented to by the Required Lenders. In the case of an
expropriation, condemnation, destruction or other loss of any property, any
insurance proceeds or other indemnity received as a result of such event may be
used by the Credit Party within the 90-day period following the receipt of such
insurance proceeds or other indemnity to replace the property so disposed of and
such sale or disposition will not constitute an Asset Disposition. Similarly, if
the proceeds of such disposition are used to replace the property so disposed of
or to purchase another asset used in the Business within a 90-day period
following such disposition, such disposition will not constitute an Asset
Disposition.

      "Assignment and Assumption" means an assignment and assumption entered
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 9.4), and accepted by the Administrative Agent, in the form
of Exhibit A or any other form approved by the Administrative Agent.

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      "Authorization" means, with respect to any Person, any authorization,
order, permit, approval, grant, licence, consent, right, franchise, privilege,
certificate, judgment, writ, injunction, award, determination, direction,
decree, by-law, rule or regulation of any Governmental Authority having
jurisdiction over such Person, whether or not having the force of Law.

      "Base Rate" means, on any day, the annual rate of interest equal to the
greater of (i) the annual rate of interest announced by the Administrative Agent
and in effect as its base rate at its principal office in Toronto, Ontario on
such day for determining interest rates on U.S. Dollar-denominated commercial
loans made in Canada, and (ii) the Federal Funds Effective Rate plus 0.50%.

      "Base Rate Loan" means a Loan denominated in U.S. Dollars which bears
interest at a rate based upon the Base Rate.

      "Borrower" means Microcell Solutions Inc., a CBCA corporation, and its
successors and permitted assigns.

      "Business" means, with respect to the Credit Parties, (i) the development,
delivery or distribution in Canada of telecommunications services (including
wireless voice, data or video services), (ii) any business or activity
reasonably related thereto, including any business conducted by the Credit
Parties on the Effective Date, and (iii) the acquisition, holding or
exploitation of any licence relating to the delivery of the services described
in clause (i) of this definition.

      "Business Day" means any day that is not a Saturday, Sunday or other day
on which commercial banks in Toronto, Ontario and Montreal, Quebec are
authorized or required by applicable Law to remain closed and, in the case of
any U.S. Dollar-denominated Loan, also a day on which commercial banks in New
York, New York are authorized or required by applicable Law to remain closed
and, in the case of any Eurodollar Loan, also a day on which commercial banks in
London, England are authorized or required by applicable Law to remain closed.

      "Canadian Court" means the Superior Court of the Province of Quebec.

      "Canadian Dollars" and "Cdn.$" refer to lawful money of Canada.

      "Capital Expenditures" means, for any period, all expenditures (whether
paid in cash or accrued as a liability, including the portion of Capital Lease
Obligations originally incurred during such period that are capitalized) during
such period that, in conformity with GAAP, are included in "capital
expenditures", "additions to property, plant or equipment" or comparable items,
but excluding expenditures for the restoration, repair or replacement of any
fixed or capital asset that was destroyed or damaged, in whole or in part, in an
amount not exceeding any insurance proceeds received in connection with such
destruction or damage.

      "Capital Lease Obligations" of any Person means the obligations of such
Person to pay rent or other amounts under any lease of (or other arrangement
conveying the right to use) real or

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personal property, or a combination thereof, which obligations are required to
be classified and accounted for as capital leases on a balance sheet of such
Person under GAAP, and the amount of such obligations shall be the capitalized
amount thereof determined in accordance with GAAP.

      "CBCA" means the Canada Business Corporations Act (Canada).

      "CCAA" means the Companies' Creditors Arrangement Act (Canada).

      "Change in Control" means (a) the acquisition of ownership, directly or
indirectly, beneficially or of record, by any Person or group of Persons, acting
jointly or otherwise in concert, of Equity Securities representing more than 50%
of the aggregate ordinary voting power represented by the issued and outstanding
Equity Securities of the Parent, and more than 30% of the issued and outstanding
Equity Securities of the Parent; or (b) occupation of a majority of the seats
(other than vacant seats) on the board of directors of the Parent (as comprised
on the Effective Date) by Persons who were neither (i) nominated by the board of
directors of the Parent nor (ii) appointed by directors so nominated.

      "Change in Law" means (i) the adoption of any new Law after the date of
this Agreement, (ii) any change in any existing Law or in the interpretation or
application thereof by any Governmental Authority after the date of this
Agreement, or (iii) compliance by any Lender (or, for purposes of Section
2.9(b), by any lending office of such Lender or by such Lender's holding
company, if any) with any request, guideline or directive (whether or not having
the force of Law, but in the case of a request, guideline or directive not
having the force of Law, being a request, guideline or directive with which
Persons customarily comply) of any Governmental Authority made or issued after
the date of this Agreement.

      "Collateral" means the property which is charged by or hypothecated under
the Security Documents, and includes all property, rights and assets, present
and future, of the Borrower, the Parent and those subsidiaries of the Borrower
or the Parent which have provided or may hereafter provide security to the
Collateral Agent (or to any trustee or "fonde de pouvoir" for or on behalf of
the Collateral Agent and/or the Lenders) to secure the obligations of the
Borrower, the Parent and such subsidiaries under this Agreement and the other
Financing Documents.

      "Collateral Agent" means JPMorgan Chase Bank, Toronto Branch, in its
capacity as collateral agent and fonde de pouvoir for the Lenders hereunder, and
pursuant to the Intercreditor Agreement, or any successor Collateral Agent
appointed pursuant to the Intercreditor Agreement.

      "Collateral and Guarantee Requirement" means the requirement that:

      (i)   the Collateral Agent (or the Administrative Agent in the case of a
            Guarantee) shall have received (i) from each Credit Party, a
            counterpart of each of the Security Documents duly executed and
            delivered on behalf of such Credit Party, and (ii) in the case of
            any Person that becomes a Credit Party after the Effective Date,
            either (as applicable) (A) a supplement to each applicable Security
            Document, in the form specified therein, duly executed and delivered
            on behalf of
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            such Credit Party, and/or (B) additional Security Documents, in form
            and substance satisfactory to the Collateral Agent, duly executed
            and delivered on behalf of such Credit Party provided that if any of
            the Security Documents are not suitable for use in any jurisdiction,
            the applicable Credit Party shall provide to the Collateral Agent
            (or the Administrative Agent in the case of a Guarantee) alternative
            document(s) with substantially equivalent substantive effect and
            which are suitable for use in such jurisdiction;

      (ii)  all outstanding Equity Securities of the Borrower, each other
            Subsidiary owned by or on behalf of any Credit Party, and each
            Unrestricted Subsidiary owned by or on behalf of any Credit Party,
            shall have been pledged pursuant to pledge agreements, in form and
            substance satisfactory to the Collateral Agent, and the Collateral
            Agent shall have received certificates or other instruments
            representing all such Equity Securities, together with stock powers
            or other instruments of transfer with respect thereto endorsed in
            blank;

      (iii) each promissory note evidencing any Indebtedness of any Credit Party
            or any Unrestricted Subsidiary that is owing to any other Credit
            Party shall have been pledged pursuant to pledge agreements, in form
            and substance satisfactory to the Collateral Agent, and the
            Collateral Agent shall have received all such promissory notes,
            together with instruments of transfer with respect thereto endorsed
            in blank;

      (iv)  all documents and instruments, including all PPSA financing
            statements or other appropriate filings, required by Law or
            reasonably requested by the Collateral Agent to be filed, registered
            or recorded to create (or continue the creation of) the Liens
            intended to be created by the Security Documents and perfect or
            render opposable against third parties (or continue to perfect or
            render opposable against third parties) such Liens to the extent
            required by, and with the priority required by, the Security
            Documents, shall have been filed, registered or recorded or
            delivered to the Collateral Agent for filing, registration or
            recording;

      (v)   the Collateral Agent shall have received (i) counterparts of a
            Mortgage with respect to each Mortgaged Property, duly executed and
            delivered by the owner of such Mortgaged Property, and (ii) such
            legal opinions and other documents as the Administrative Agent or
            the Required Lenders may reasonably request with respect to any such
            Mortgage or Mortgaged Property; and

      (vi)  each Credit Party shall have obtained all material consents and
            approvals required to be obtained by it in connection with the
            execution and delivery of all Security Documents to which it is a
            party, the performance of its obligations thereunder and the
            granting by it of the Liens thereunder.

      "Consolidated Net Income" means, for any period, the operating income
(loss) of the Borrower; provided, however, that there shall not be included in
such Consolidated Net Income: (i) operating income (or loss) of any Person if
such Person is not a Credit Party, except that subject to the exclusion
contained in clause (iv) below, the Borrower's equity in the net income of any
such Person for such period shall be included in such Consolidated Net Income up
to the

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aggregate amount of cash actually distributed by such Person during such period
to the Borrower or a Credit Party as a dividend or other distribution (subject,
in the case of a dividend or other distribution paid to a Credit Party, to the
limitations contained in clause (ii) below); (ii) any net income of any Credit
Party if such Credit Party is subject to restrictions, directly or indirectly,
on the payment of dividends or the making of distributions by such Credit Party,
directly or indirectly, to the Borrower, except that (A) subject to the
exclusion contained in clause (iii) below, the Borrower's equity in the net
income of any such Credit Party for such period shall be included in such
Consolidated Net Income up to the aggregate amount of cash that could have been
distributed by such Credit Party consistent with such restriction during such
period to the Borrower or another Credit Party as a dividend or other
distribution (subject, in the case of a dividend or other distribution paid to
another Credit Party, to the limitation contained in this clause), and (B) the
Borrower's equity in a net loss of any such Credit Party for such period shall
be included in determining such Consolidated Net Income; (iii) any gain (or
loss) realized upon the sale or other disposition of any assets of the Borrower
or its consolidated Subsidiaries (including pursuant to any sale-and-leaseback
arrangement) which is not sold or otherwise disposed of in the ordinary course
of business and any gain (or loss) realized upon the sale or other disposition
of any Equity Securities of any Person; (iv) extraordinary or nonrecurring gains
or non-cash losses; and (v) the effect of a change in GAAP.

      "Control" means, in respect of a particular Person, the possession,
directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, whether through the ability to exercise
voting power, by contract or otherwise. "Controlling" and "Controlled" have
meanings correlative thereto.

      "Credit Party" means the Parent, the Borrower, each of the Subsidiaries
and any other Person which is a party to a Financing Document (other than the
Administrative Agent, the Collateral Agent and the Lenders and their respective
successors and assigns), but, for greater certainty, does not include any
Unrestricted Subsidiary.

      "CRTC" means the Canadian Radio-television and Telecommunications
Commission.

      "Currency Due" is defined in Section 2.13.

      "Default" means any event or condition which constitutes an Event of
Default or which, upon notice, lapse of time or both, would, unless cured or
waived, become an Event of Default.

      "EBITDA" means operating income (loss) excluding restructuring charges (to
the extent of actual cash payments in respect thereof), impairment of intangible
assets, depreciation and amortization, all as calculated in accordance with
GAAP, and all as reported on the most recent financial statements delivered
pursuant to Section 5.1, which shall be prepared in a manner consistent with
prior periods.

      "ECF EBITDA" means operating income (loss) plus, to the extent deducted in
calculating operating income (loss), non-cash restructuring charges, impairment
of intangible assets, depreciation and amortization, all as calculated in
accordance with GAAP, and all as reported on the most recent financial
statements delivered pursuant to Section 5.1, which shall be prepared in a
manner consistent with prior periods.

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                                      -7-

      "Effective Date" means the date on which all of the conditions specified
in Section 4.1 are satisfied or waived in accordance with Section 9.2.

      "Environmental Laws" means all Laws or binding agreements issued,
promulgated or entered into by any Governmental Authority relating in any way to
the environment, preservation or reclamation of natural resources, the
generation, use, handling, collection, treatment, storage, transportation,
recovery, recycling, release, threatened release or disposal of any Hazardous
Material, or to health and safety matters.

      "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Borrower or any Subsidiary directly or
indirectly resulting from or based upon (a) violation of any Environmental Law,
(b) the generation, use, handling, collection, treatment, storage,
transportation, recovery, recycling or disposal of any Hazardous Materials, (c)
exposure to any Hazardous Materials, (d) the release or threatened release of
any Hazardous Materials into the environment, or (e) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.

      "Equity Securities" means, with respect to any Person, any and all shares,
interests, participations, rights in, or other equivalents (however designated
and whether voting and non-voting) of, such Person's capital, whether
outstanding on the date hereof or issued after the date hereof, including any
interest in a partnership, limited partnership or other similar Person and any
beneficial interest in a trust, and any and all rights, warrants, options or
other rights exchangeable for or convertible into any of the foregoing.

      "Eurodollar Loan" means a Loan denominated in U.S. Dollars which bears
interest at a rate based upon the Eurodollar Rate.

      "Eurodollar Rate" means, with respect to any Eurodollar Loan for any
Interest Period, the greater of (a) the rate for U.S. Dollar borrowings
appearing on Page 3750 of the Telerate Service (or on any successor or
substitute page of such Service, or any successor to or substitute for such
Service providing rate quotations comparable to those currently provided on such
page of such Service, as determined by the Administrative Agent from time to
time for purposes of providing quotations of interest rates applicable to U.S.
Dollar deposits in the London interbank market) at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest
Period, as the rate for U.S. Dollar deposits with a maturity comparable to such
Interest Period, and (b) 2%. In the event that such rate is not available at
such time for any reason, then the "Eurodollar Rate" with respect to such
Eurodollar Loan for such Interest Period shall be the greater of (a) the rate at
which U.S. Dollar deposits of U.S.$5,000,000 and for a maturity comparable to
such Interest Period are offered by the principal London office of the
Administrative Agent in immediately available funds in the London interbank
market at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, and (b) 2%.

      "Events of Default" has the meaning specified in Section 7.1.

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      "Excess Cash Flow" means, for the Credit Parties for any Fiscal Year,
consolidated ECF EBITDA of the Credit Parties for such period minus the sum
(without duplication) of (i) scheduled principal payments made by the Credit
Parties during such Fiscal Year under this Agreement and the Tranche B-Term Loan
A Credit Agreement, to the extent such payments are permitted by the
Intercreditor Agreement, (ii) principal payments made by the Credit Parties
during such Fiscal Year under the Tranche A Exit Facility Agreement, to the
extent that such payments result in a corresponding decrease in the commitment
amounts under the Tranche A Exit Facility Agreement, (iii) the principal portion
of scheduled payments made by the Credit Parties during such Fiscal Year on
Capital Lease Obligations to the extent such Capital Lease Obligations and
payments are not restricted by the Tranche A Exit Facility Agreement, this
Agreement and the Tranche B-Term Loan A Credit Agreement, (iv) cash interest
paid by the Credit Parties in respect of such Fiscal Year, (v) cash taxes
applicable to such Fiscal Year and paid or payable by the Credit Parties prior
to the date of determination, and (vi) Capital Expenditures made by Credit
Parties during such Fiscal Year to the extent not restricted by the Tranche A
Exit Facility Agreement, this Agreement and the Tranche B-Term Loan A Credit
Agreement.

      "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender or any other recipient of any payment to be made by or on account of any
obligation of the Borrower hereunder, income or franchise Taxes imposed on (or
measured by) its taxable income or capital Taxes imposed on (or measured by) its
taxable capital, in each case by Canada, or by the jurisdiction under the Laws
of which such recipient is organized or in which its principal office is located
or Canadian federal withholding tax imposed under the Income Tax Act solely by
reason of a Lender not dealing at arm's length with the Borrower within the
meaning of the Income Tax Act other than solely by reason of the interest of
such Lender in the rights and securities of the Borrower and the Guarantors
acquired by such Lender pursuant to the Plan of Arrangement.

      "Existing Security" means the "Security Documents" as that term was
defined in the Original Tranche B Credit Agreement.

      "Fair Market Value" means (a) with respect to any asset or group of assets
(other than a marketable security) at any date, the value of the consideration
obtainable in a sale of such asset at such date assuming a sale by a willing
seller to a willing purchaser dealing at arm's length and arranged in an orderly
manner over a reasonable period of time having regard to the nature and
characteristics of such asset, or, if such asset shall have been the subject of
a relatively contemporaneous appraisal by an independent third party appraiser,
the basic assumptions underlying which have not materially changed since its
date, the value set forth in such appraisal, and (b) with respect to any
marketable security at any date, the closing sale price of such marketable
security on the Business Day next preceding such date, or, if there is no such
closing sale price of such marketable security, the final price for the purchase
of such marketable security at face value quoted on such Business Day by a
financial institution of recognized standing selected by the Administrative
Agent which regularly deals in securities of such type.

      "Federal Funds Effective Rate" means, for any day, the per annum rate
equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System of the United States of
America arranged by Federal funds brokers, as published for such day (or, if
such day is not a Business Day, for the next preceding Business

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                                      -9-

Day) by the Federal Reserve Board of New York, or, if such rate is not so
published for any day which is a Business Day, the average of the quotations for
such day on such transactions received by JPMorgan Chase Bank in New York City
from three Federal funds brokers of recognized standing selected by it.

      "Federal Reserve Board" means the Board of Governors of the Federal
Reserve System of the United States of America.

      "Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or controller of the Borrower or the Parent.

      "Financing Documents" means this Agreement, the Security Documents, the
Mortgages, the Intercreditor Agreement, the Lien Priority Agreement, the
Amendment and Restatement Agreement and the Notices of Conversion/Continuation,
together with any other document, instrument or agreement (other than
participation, agency or similar agreements among the Lenders or between any
Lender and any other bank or creditor with respect to any Indebtedness or
obligations of the Borrower or any Subsidiary (as applicable) hereunder or
thereunder) now or hereafter entered into in connection with this Agreement, as
such documents, instruments or agreements may be amended, modified or
supplemented from time to time.

      "First Notes" means the first subordinated convertible 9% notes issuable
by the Parent pursuant to a certain First Unit Indenture dated May 1, 2003
between Computershare Trust Company of Canada and the Parent.

      "First Preferred Shares" means first preferred shares in the capital of
the Parent having the terms and conditions contemplated in the Parent Articles
of Incorporation and includes the First Units following any conversion of such
First Preferred Shares into the First Units.

      "First Units" has the meaning set out in the Parent Articles of
Incorporation.

      "Fiscal Quarter" means any fiscal quarter of any of the Credit Parties.

      "Fiscal Year" means any fiscal year of any of the Credit Parties.

      "Foreign Lender" means any Lender that is a non-resident of Canada for
Canadian tax purposes and not an "authorized foreign bank" under Section 2 of
the Bank Act (Canada).

      "GAAP" means generally accepted accounting principles in Canada as in
effect from time to time.

      "Governmental Authority" means the Government of Canada, any other nation
or any political subdivision thereof, whether provincial, state, territorial or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank, fiscal or monetary authority or other authority regulating
financial institutions, and any other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government, including the Basel Committee on Banking Supervision
of the Bank for International Settlements.

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                                      -10-

      "Guarantee" of or by any Person (in this definition, the "guarantor")
means any obligation, contingent or otherwise, of the guarantor guaranteeing or
having the economic effect of guaranteeing any Indebtedness or other obligation
of any other Person (in this definition, the "primary credit party") in any
manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (a) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness or other obligation or
to purchase (or to advance or supply funds for the purchase of) any security for
the payment thereof (whether in the form of a loan, advance, stock purchase,
capital contribution or otherwise), (b) to purchase or lease property,
securities or services for the purpose of assuring the owner of such
Indebtedness or other obligation of the payment thereof, (c) to maintain working
capital, equity capital solvency, or any other balance sheet, income statement
or other financial statement condition or liquidity of the primary credit party
so as to enable the primary credit party to pay such Indebtedness or other
obligation, or (d) as an account party in respect of any letter of credit or
letter of guarantee issued to support such Indebtedness or other obligation.

      "Hazardous Materials" means any substance, product, liquid, waste,
pollutant, chemical, contaminant, insecticide, pesticide, gaseous or solid
matter, organic or inorganic matter, fuel, micro-organism, ray, odour,
radiation, energy, vector, plasma, constituent or material which (a) is or
becomes listed, regulated or addressed under any Environmental Law, or (b) is,
or is deemed to be, alone or in any combination, hazardous, hazardous waste,
toxic, a pollutant, a deleterious substance, a contaminant or a source of
pollution or contamination under any Environmental Law, including, asbestos,
petroleum and polychlorinated biphenyls, including petroleum or petroleum
distillates, asbestos or asbestos containing materials, polychlorinated
biphenyls, radon gas, infectious or medical wastes and all other substances or
wastes of any nature regulated pursuant to any Environmental Law.

      "Income Tax Act" means the Income Tax Act (Canada), as amended from time
to time.

      "Indebtedness" of any Person includes, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
upon which interest charges are customarily paid, (d) all obligations of such
Person under conditional sale or other title retention agreements relating to
property acquired by such Person, (e) all obligations of such Person in respect
of the deferred purchase price of property or services (excluding current
accounts payable incurred in the ordinary course of business, excluding
obligations in respect of the deferred purchase price of property or services
for a period of up to 180 days from the date of incurrence of such obligations
and excluding insurance premiums payable over the term of such Person's
insurance policies to the extent done on commercially reasonable terms), (f) all
Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on
property owned or acquired by such Person, whether or not the Indebtedness
secured thereby has been assumed, (g) all Guarantees by such Person of
Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i)
all obligations, contingent or otherwise, of such Person as an account party in
respect of letters of credit and letters of guarantee, (j) all obligations,
contingent or otherwise, of such Person in respect of banker's acceptances, and
(k) the net amount of obligations of such Person (determined on a

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                                      -11-

mark-to-market basis) under Swap Agreements. The Indebtedness of any Person
shall include the Indebtedness of any other entity (including any partnership in
which such Person is a general or limited partner) to the extent such Person is
liable therefor as a result of such Person's ownership interest in or other
relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor. For greater
certainty, "Indebtedness" does not include short-term trade debt incurred in the
ordinary course of business.

      "Indemnified Taxes" means all Taxes other than Excluded Taxes.

      "Indemnitee" has the meaning specified in Section 9.3(b).

      "Intercreditor Agreement" means the Amended and Restated Intercreditor and
Collateral Agency Agreement substantially in the form attached as Exhibit B, as
such agreement may be amended, supplemented or otherwise modified or restated
from time to time.

      "Interest Coverage Ratio" means, as of the last day of any Rolling Period,
the ratio of (a) EBITDA of the Credit Parties on a consolidated basis for the
previous two Fiscal Quarters ended on the last day of such Rolling Period,
multiplied by 2, to (b) the Interest Expense of the Credit Parties on a
consolidated basis during such Rolling Period.

      "Interest Expense" shall mean, for any period, the total interest expense
of the Credit Parties, plus, to the extent not included in such total interest
expense, and to the extent incurred by the Credit Parties, without duplication
(i) interest expense attributable to Capital Lease Obligations, (ii)
amortization of debt discount or financing fees, (iii) capitalized interest,
(iv) non-cash interest expense, (v) commissions, discounts and other fees and
charges owed with respect to letters of credit and bankers' acceptance
financing, (vi) net costs associated with Swap Agreements (including
amortization of fees), (vii) standby fees , (viii) dividends in respect of all
the First Preferred Shares or the Second Preferred Shares and all other
preferred stock issued by the Credit Parties and held by Persons other than the
Credit Parties, and (ix) interest actually paid by any Credit Party on any
Indebtedness of any other Person.

      "Interest Payment Date" means, (a) in the case of any Loan other than a
Eurodollar Loan, each Quarterly Date during the term of this Agreement and the
Maturity Date, and (b) in the case of a Eurodollar Loan, the last day of each
Interest Period relating to such Eurodollar Loan, provided that if an Interest
Period for any Eurodollar Loan is of a duration exceeding three months, then
"Interest Payment Date" shall also include each date which occurs at each three
month interval during such Interest Period.

      "Interest Period" means, with respect to a Eurodollar Loan, the period
commencing on the first day of such Loan and ending on the numerically
corresponding day in the calendar month that is one, two, three or six months
thereafter, as the Borrower may elect; provided that (i) if any Interest Period
would end on a day other than a Business Day, such Interest Period shall be
extended to the next succeeding Business Day unless such next succeeding
Business Day would fall in the next calendar month, in which case such Interest
Period shall end on the immediately preceding Business Day, (ii) any Interest
Period pertaining to a Eurodollar Loan that commences on the last Business Day
of a calendar month (or on a day for which there is no

<PAGE>
                                      -12-

numerically corresponding day in the last calendar month of such Interest
Period) shall end on the last Business Day of the last calendar month of such
Interest Period, (iii) no Interest Period shall extend beyond any date that any
principal payment or prepayment is scheduled to be due unless the aggregate
principal amount of Base Rate Loans and Eurodollar Loans which have Interest
Periods which will expire on or before such date, less the aggregate amount of
any other principal payments or prepayments due during such Interest Period, is
equal to or in excess of the amount of such principal payment or prepayment, and
(iv) no Interest Period shall extend beyond the Maturity Date. For purposes
hereof, the date of a Loan initially shall be the Effective Date and, in the
case of a converted or continued Loan, thereafter shall be the effective date of
the most recent conversion or continuation of such Loan.

      "Investment" means, as applied to any Person (the "investor"), any direct
or indirect purchase or other acquisition by the investor of, or a beneficial
interest in, Equity Securities of any other Person, including any exchange of
Equity Securities for Indebtedness, or any direct or indirect loan, advance
(other than advances to employees for moving and travel expenses, drawing
accounts and similar expenditures in the ordinary course of business) or capital
contribution by the investor to any other Person, including all Indebtedness and
accounts receivable owing to the investor from such other Person that did not
arise from sales or services rendered to such other Person in the ordinary
course of the investor's business, or any direct or indirect purchase or other
acquisition of bonds, notes, debentures or other debt securities of, any other
Person. The amount of any Investment shall be the original cost of such
Investment plus the cost of all additions thereto, without any adjustments for
increases or decreases in value, or write-ups, write-downs or write-offs with
respect to such Investment minus any amounts (a) realized upon the disposition
of assets comprising an Investment (including the value of any liabilities
assumed by any Person other than the Credit Parties in connection with such
disposition), (b) constituting repayments of Investments that are loans or
advances or (c) constituting cash returns of principal or capital thereon
(including any dividend, redemption or repurchase of equity that is accounted
for, in accordance with GAAP, as a return of principal or capital).

      "Judgment Currency" is defined in Section 2.13.

      "Laws" means all federal, provincial, municipal, foreign and international
statutes, acts, codes, ordinances, decrees, treaties, rules, regulations,
municipal by-laws, judicial or arbitral or administrative or ministerial or
departmental or regulatory judgments, orders, injunctions, decisions, rulings,
awards, notices or any provisions of the foregoing, including general principles
of common and civil law and equity, and all policies, practices and guidelines
of, or issued, promulgated or entered into by, any Governmental Authority
binding on or affecting the Person referred to in the context in which such word
is used (including, in the case of tax matters, any accepted practice or
application or official interpretation of any relevant taxation authority); and
"Law" means any one or more of the foregoing.

      "Lender Affiliate" means, (a) with respect to any Lender, (i) an Affiliate
of such Lender, or (ii) any Person that is engaged in making, purchasing,
holding or otherwise investing in bank loans and similar extensions of credit in
the ordinary course of its business and is administered or managed by a Lender
or an Affiliate of such Lender, and (b) with respect to any Lender that is a
fund which invests in bank loans and similar extensions of credit, any other
fund that invests in

<PAGE>
                                      -13-

bank loans and similar extensions of credit and is managed by the same
investment advisor as such Lender or by an Affiliate of such investment advisor.

      "Lenders" means the Persons listed as lenders on Schedule A, any other
Person that shall have become a party hereto pursuant to an Assignment and
Assumption, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Assumption, and any Person providing any Additional Loan.

      "Leverage Ratio" means, on any day, the ratio of (a) Indebtedness of the
Credit Parties on a consolidated basis as of the date of determination, to (b)
EBITDA of the Credit Parties on a consolidated basis for the Rolling Period
ended on the most recent Quarterly Date.

      "Lien" means, (a) with respect to any asset, any mortgage, deed of trust,
lien, pledge, hypothecation, encumbrance, charge, security interest, royalty
interest, adverse claim, defect of title or right of set off in, on or of such
asset, (b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease, title retention agreement or consignment agreement (or
any financing lease having substantially the same economic effect as any of the
foregoing) relating to any asset, (c) in the case of securities, any purchase
option, call or similar right of a third party with respect to such securities,
(d) any netting arrangement, defeasance arrangement or reciprocal fee
arrangement, and (e) any other arrangement having the effect of providing
security.

      "Lien Priority Agreement" means the Lien Priority Agreement substantially
in the form attached as Exhibit D, as such agreement may be amended,
supplemented or otherwise modified or restated from time to time.

      "Loan" is defined in Section 2.1.

      "Material Adverse Change" means any event, development or circumstance
that has had or could reasonably be expected to have a Material Adverse Effect.

      "Material Adverse Effect" means a material adverse effect on (a) the
business, assets, operations or condition, financial or otherwise, of the
Borrower and its subsidiaries taken as a whole, which affect the ability of the
Borrower to timely pay any amounts owing under the Credit Agreement or fulfil
any other covenant or obligation of a material nature arising under the
Financing Documents, or (b) the validity or enforceability of any of the
Financing Documents or the rights and remedies of the Administrative Agent and
the Lenders thereunder.

      "Material Contract" means any contract, licence or agreement (i) to which
any Credit Party is a party, (ii) which is material to, or necessary in, the
operation of the Business of the Credit Parties, and (iii) which the Credit
Parties cannot promptly replace by an alternative and comparable contract with
comparable commercial terms.

      "Material Indebtedness" means Indebtedness of any one or more of the
Credit Parties, other than Indebtedness hereunder, the aggregate principal
amount of which exceeds Cdn.$10,000,000.

<PAGE>
                                      -14-

      "Maturity Date" means September 17, 2011.

      "Minimum Denomination" is defined in Section 2.1.

      "Moody's" means Moody's Investors Service, Inc.

      "Mortgage" means a mortgage, debenture, deed of trust, hypothec,
assignment of leases and rents, leasehold mortgage or other security document
granting a Lien on any Mortgaged Property to secure the obligations of the
Borrower, the Parent or any Subsidiaries under this Agreement and the other
Financing Documents. Each Mortgage shall be satisfactory in form and substance
to the Collateral Agent.

      "Mortgaged Property" means, initially, each parcel of real property and
the improvements thereto owned by a Credit Party and identified as a Mortgaged
Property on Schedule B, and includes each other parcel of real property and
improvements thereto with respect to which a Mortgage is granted pursuant to
Section 5.12.

      "Net Proceeds" means, (a) with respect to any Asset Disposition, the gross
amount received by the Credit Parties from such Asset Disposition, including
proceeds of any insurance policies received by the Credit Parties in connection
with such Asset Disposition and amounts received by the Credit Parties pursuant
to any expropriation proceeding or condemnation proceeding in connection with
such Asset Disposition, minus the sum of (i) the amount, if any, of all Taxes
paid or payable by the Credit Parties directly resulting from such Asset
Disposition (including the amount, if any, estimated by such Credit Party in
good faith at the time of such Asset Disposition for Taxes payable by the Credit
Parties on or measured by net income or gain resulting from such Asset
Disposition, taking into account any Tax losses or credits available or to be
available to the Credit Parties at the time such Taxes are payable that are not
used to offset other income or gains), and (ii) the reasonable out-of-pocket
costs and expenses incurred by the Credit Parties in connection with such Asset
Disposition (including reasonable brokerage commissions and customary fees and
expenses of counsel, investment bankers and other advisors paid to a Person
other than an Affiliate of the Credit Parties, but excluding any fees or
expenses paid to an Affiliate of the Credit Parties), (b) with respect to any
issuance of Equity Securities issued to a Person which is not another Credit
Party, the gross amount received by the Credit Parties from such issuance of
Equity Securities, minus the reasonable out-of-pocket costs and expenses
incurred by the Credit Parties in connection with such issuance of Equity
Securities (including reasonable legal, underwriting and brokerage fees and
expenses paid to a Person other than an Affiliate of the Credit Parties, but
excluding any fees or expenses paid to an Affiliate of the Credit Parties) and
(c) with respect to any issuance of Subordinated Debt issued to a Person which
is not another Credit Party, the gross amount received by the Credit Parties
from such issuance of Subordinated Debt, minus the reasonable out-of-pocket
costs and expenses incurred by the Credit Parties in connection with such
issuance of Subordinated Debt (including reasonable legal, underwriting and
brokerage fees and expenses paid to a Person other than an Affiliate of the
Credit Parties). For greater certainty, the Net Proceeds in respect of the
issuance of Equity Securities or Subordinated Debt to a Credit Party shall be
nil.

      "Notes" means the First Notes and the Second Notes.

<PAGE>
                                      -15-

      "Notice of Continuation/ Conversion" has the meaning set forth in Section
2.2(b).

      "Original Tranche B Credit Agreement" has the meaning set out in
Introductory Statement A.

      "Parent" means Microcell Telecommunications Inc. (formerly 4130910 Canada
Inc.) (incorporated on April 28, 2003), a CBCA corporation, and its successors
and permitted assigns.

      "Parent Articles of Incorporation" means the restated articles of
incorporation of the Parent as attached to the restated certificate of
incorporation of the Parent dated May 20, 2003 and issued pursuant to the CBCA.

      "Participant" has the meaning set forth in Section 9.4 (d).

      "Payment Office" means the Administrative Agent's office located at Suite
1800, South Tower, Royal Bank Plaza, Toronto, Ontario, Attention: Corporate
Banking Officers, (or such other office or individual as the Administrative
Agent may hereafter designate in writing to the other parties hereto).

      "PCS Network" means the digital mobile PCS network owned and operated by
the Borrower.

      "Pension Plan" means any pension benefit plan in respect of which any
Credit Party makes or has made contributions in respect of its employees.

      "Perfection Certificate" means a certificate in the form of Exhibit A to
the general security agreements provided by the Credit Parties referred to under
paragraph (ii) of the definition of "Security Documents", or in any other form
approved by the Collateral Agent.

      "Permitted Investments" means:

      (i)   direct obligations of, or obligations the principal of and interest
            on which are unconditionally guaranteed by, the Government of Canada
            or of any Canadian province (or by any agency thereof to the extent
            such obligations are backed by the full faith and credit of the
            Government of Canada or of any Canadian province), in each case
            maturing within one year from the date of acquisition thereof;

      (ii)  direct obligations of, or obligations the principal of and interest
            on which are unconditionally guaranteed by, the Government of the
            United States of America (or by any agency thereof to the extent
            such obligations are backed by the full faith and credit of the
            Government of the United States of America), in each case maturing
            within one year from the date of acquisition thereof;

      (iii) investments in commercial paper maturing within 365 days from the
            date of acquisition thereof and having, at such date of acquisition,
            a rating from Dominion Bond Rating Service of R-1 (Low) or better,
            from Moody's of P-1 or better, or from Standard and Poor's
            Corporation of A-1 or better;

<PAGE>
                                      -16-

      (iv)  investments in certificates of deposit, banker's acceptances and
            time deposits maturing within 270 days from the date of acquisition
            thereof issued or guaranteed by or placed with, and money market
            deposit accounts issued or offered by, any Lender, any Schedule I
            chartered bank under the Bank Act (Canada), any domestic office of
            any chartered bank organized under the Laws of Canada which has a
            combined capital surplus and undivided profits of not less than
            Cdn.$500,000,000 or by any Affiliate of any such chartered bank
            provided that the obligations of such Affiliate are unconditionally
            guaranteed by such chartered bank or any financial institution
            subject to regulation by the Federal Reserve Board which has a
            combined capital surplus and undivided profits of not less than
            U.S.$500,000,000 or by any Affiliate of any such financial
            institution provided that the obligations of such Affiliate are
            unconditionally guaranteed by such financial institution;

      (v)   fully collateralized repurchase agreements with a term of not more
            than 270 days for securities described in clauses (i), (ii) and
            (iii) above and (vi) below (but without regard to the maturity dates
            described therein) and entered into with a financial institution
            satisfying the criteria described in clause (iv) above; provided
            that any repurchase agreement relating to securities with a maturity
            date of more than 270 days includes a "mark to market" provision
            which is satisfactory to the Administrative Agent;

      (vi)  investments in commercial paper maturing within 365 days from the
            date of acquisition thereof and having, at such date of acquisition,
            a rating from Dominion Bond Rating Service of R-1 (Low) or better,
            from Moody's of P-1 or better, or from Standard and Poor's
            Corporation of A-1 or better; and

      (vii) investments in certificates of deposit maturing no more than 365
            days from the date of acquisition thereof, issued by any chartered
            bank organized under the Laws of Canada for purposes of pledges of
            cash or cash equivalents to secure the issuance of letters of credit
            as permitted by Section 6.1(h).

      "Permitted Liens" means:

      (i)   Liens in favour of the Tranche A Lenders (or an agent, trustee or
            "fonde de pouvoir" on their behalf) pursuant to the Tranche A Exit
            Facility Agreement, and Liens in favour of the Tranche B-Term Loan A
            Lenders (or an agent, trustee or "fonde de pouvoir" on their behalf)
            pursuant to the Tranche B-Term Loan A Credit Agreement and Liens in
            favour of the Tranche C Lenders (or an agent, trustee or "fonde de
            pouvoir" on their behalf) pursuant to the Tranche C Credit
            Agreement;

      (ii)  Liens in favour of the Lenders (or an agent, trustee or "fonde de
            pouvoir" on their behalf) for the obligations of the Borrower and
            other Credit Parties under or pursuant to the Financing Documents,
            and Liens granted pursuant to the Pre-Filing Credit Agreement and
            the Original Tranche B Credit Agreement;

<PAGE>
                                      -17-

      (iii) Liens granted by a Credit Party in favour of another Credit Party in
            order to secure any of its Indebtedness to the other Credit Party,
            provided that such Liens are subject to assignment, payment
            subordination and Lien subordination arrangements satisfactory to
            the Administrative Agent;

      (iv)  Purchase Money Liens and Liens securing Capital Lease Obligations
            securing Indebtedness to the extent permitted by Section 6.1(g);

      (v)   Liens imposed by any Governmental Authority for Taxes not yet due
            and delinquent or which are being contested in good faith in
            accordance with Section 5.3, and, during such period during which
            such Liens are being so contested, such Liens shall not be executed
            on any of the assets of the Credit Parties;

      (vi)  carrier's, warehousemen's, mechanics', materialmen's, repairmen's,
            construction and other like Liens arising by operation of Law,
            arising in the ordinary course of business, which are not overdue
            for a period of more than 30 days or which are being contested in
            good faith and by appropriate proceedings, and, during such period
            during which such Liens are being so contested, such Liens shall not
            be executed on any of the assets of the Credit Parties, provided
            that the Credit Parties shall have set aside on their books reserves
            deemed adequate therefor and not resulting in qualification by
            auditors;

      (vii) statutory Liens incurred or pledges or deposits made under worker's
            compensation, unemployment insurance and other social security
            legislation;

      (viii) deposits to secure the performance of bids, tenders, trade
            contracts, leases, statutory obligations, surety and appeal bonds,
            performance bonds and other obligations of a like nature (other than
            for borrowed money) incurred in the ordinary course of business, and
            Liens in respect of cash collateral to secure reimbursement
            obligations in respect of letters of credit (other than letters of
            credit issued pursuant to the Tranche A Exit Facility Agreement),
            provided that, in each such case, such deposits or Liens existed on
            the Effective Date (and have not been extended or renewed after the
            Effective Date) and the amount of all such deposits and cash
            collateral shall not exceed Cdn.$4,500,000 in the aggregate at any
            time;

      (ix)  servitudes, easements, rights-of-way, restrictions and other similar
            encumbrances on real property imposed by Law or incurred in the
            ordinary course of business and encumbrances consisting of zoning or
            building restrictions, easements, licenses, restrictions on the use
            of property or minor imperfections in title thereto which, in the
            aggregate, are not material, and which do not in any case materially
            detract from the value of the property subject thereto or interfere
            with the ordinary conduct of the business of the Credit Parties;

      (x)   Liens of or resulting from any judgement or award, the time for the
            appeal or petition for rehearing of which shall not have expired, or
            in respect of which the Credit Parties shall at any time in good
            faith be prosecuting an appeal or

<PAGE>
                                      -18-

            proceeding for review and in respect of which a stay of execution
            pending such appeal or proceeding for review shall have been
            secured;

      (xi)  undetermined or inchoate Liens and charges arising or potentially
            arising under statutory provisions which have not at the time been
            filed or registered in accordance with applicable Law or of which
            written notice has not been duly given in accordance with applicable
            Law or which although filed or registered, relate to obligations not
            due or delinquent;

      (xii) the rights reserved to or vested in Governmental Authorities by
            statutory provisions or by the terms of leases, licenses,
            franchises, grants or permits, which affect any land, to terminate
            the leases, licenses, franchises, grants or permits or to require
            annual or other periodic payments as a condition of the continuance
            thereof;

      (xiii) securities to public utilities or to any municipalities or
            Governmental Authorities or other public authority when required by
            the utility, municipality or Governmental Authorities or other
            public authority in connection with the supply of services or
            utilities to the Credit Parties;

      (xiv) Liens or covenants restricting or prohibiting access to or from
            lands abutting on controlled access highways or covenants affecting
            the use to which lands may be put; provided that such Liens or
            covenants do not materially and adversely affect the use of the
            lands by the Credit Parties;

      (xv)  Liens consisting of royalties payable with respect to any asset or
            property of the Credit Parties existing as of the Effective Date,
            provided that the existence of any such Lien on any material
            property or asset of the Credit Parties shall have been disclosed in
            writing to the Lenders prior to the Effective Date;

      (xvi) statutory Liens incurred or pledges or deposits made in favour of a
            Governmental Authority to secure the performance of obligations of
            the Credit Parties under Environmental Laws to which any assets of
            the Credit Parties are subject;

      (xvii) a Lien granted by a Credit Party to a landlord to secure the
            payment of arrears of rent in respect of leased property in the
            Province of Quebec leased from such landlord, provided that such
            Lien is limited to the assets located at or about such leased
            property;

      (xviii) Liens granted by a Credit Party to secure Indebtedness permitted
            pursuant to Section 6.1(n); and

any extension, renewal or replacement of any of the foregoing; provided that the
Liens permitted hereunder shall not be extended to cover any additional
Indebtedness of the Credit Parties or their property (other than a substitution
of like property), except Liens in respect of Purchase Money Liens and Capital
Lease Obligations as permitted by (iv) above.

<PAGE>
                                      -19-

      "Permitted Subordinated Refinancing Debt" means Indebtedness of the Parent
that is used to refinance, replace, defease or refund, in whole or in part, the
Indebtedness hereunder, provided that if, after the incurrence and application
of such Indebtedness to refinance, replace, defease or refund, in whole or in
part, the Indebtedness hereunder, there will still be Indebtedness outstanding
hereunder, then (i) the principal amount of such Indebtedness will not exceed
the principal amount of the Indebtedness so refinanced, replaced, defeased or
refunded, plus any other amounts required to be paid in connection therewith and
the reasonable and customary fees and expenses incurred in connection therewith,
(ii) no material terms applicable to such Indebtedness (including the covenants
and events of default) will be materially less favourable to the Parent, the
Borrower or the Lenders than the terms that are applicable hereunder, (iii) the
covenants contained therein will be less restrictive than the covenants
contained herein, (iv) there will be no principal amortization payments
(including any sinking fund therefor) on such Indebtedness before the date which
is six months after the Maturity Date, (v) such Indebtedness will mature at
least six months after the Maturity Date, (vi) such Indebtedness will be
Indebtedness of the Parent only, and will not be Guaranteed by the Borrower,
(vii) such Indebtedness will be unsecured, (viii) such Indebtedness will accrue
interest at a rate determined in good faith by the board of directors of the
Parent to be a market rate of interest for such Indebtedness at the time of
issuance thereof, and (ix) such Indebtedness will be otherwise on terms and
conditions satisfactory to the Administrative Agent; provided, however, that the
restrictions in subparagraphs (ii) and (ix) above shall not apply to pricing of
such Indebtedness.

      "Person" includes any natural person, corporation, company, limited
liability company, trust, joint venture, association, incorporated organization,
partnership, Governmental Authority or other entity.

      "Plan of Arrangement" means the plan of reorganization and of compromise
and arrangement (as such plan of reorganization and of compromise and
arrangement may have been amended, modified or supplemented in accordance with
its terms) filed with the Canadian Court on February 20, 2003 and sanctioned and
approved by the Canadian Court on March 18, 2003 in the proceedings under the
CCAA and CBCA commenced by the Pre-Filing Parent, the Pre-Filing Borrowers, and
certain other direct and indirect subsidiaries of the Pre-Filing Parent on
January 3, 2003.

      "PPSA" means the Personal Property Security Act (Ontario), as amended from
time to time, or the analogous legislation in any other relevant jurisdiction.

      "Pre-Filing Borrowers" means Microcell Connexions Inc. and Microcell
Solutions Inc. as borrowers under the Pre-Filing Credit Agreement.

      "Pre-Filing Credit Agreement" means the Amended and Restated Credit
Agreement, dated as of May 7, 1999 (as amended, supplemented or otherwise
modified or restated from time to time), among the Pre-Filing Borrowers, the
Pre-Filing Parent, the lenders from time to time party thereto (collectively,
the "Pre-Filing Lenders"), J.P. Morgan Bank Canada, as administrative agent and
collateral agent for the Pre-Filing Lenders, and National Bank of Canada, as
letter of credit issuing bank.

<PAGE>
                                      -20-

      "Pre-Filing Lenders" has the meaning set out in the definition of
"Pre-Filing Credit Agreement".

      "Pre-Filing Parent" means 2861399 Canada Inc., formerly known as Microcell
Telecommunications Inc.

      "Purchase Money Lien" means a Lien taken or reserved in personal property
to secure payment of all or part of its purchase price, provided that such Lien
(i) secures an amount not exceeding the lesser of the purchase price of such
personal property and the Fair Market Value of such personal property, (ii)
extends only to such personal property and its proceeds, and (iii) is granted
prior to or within 30 days after the purchase of such personal property.

      "Quarterly Date" means the last day of each of March, June, September, and
December in each calendar year.

      "Radiocom Licences" means all Authorizations issued to any Credit Party to
operate wireless PCS communication systems in Canada pursuant to the provisions
of the Radiocommunication Act (Canada).

      "Register" has the meaning set forth in Section 9.4(b).

      "Related Parties" means, with respect to any Person, such Person's
Affiliates and the respective directors, officers, employees, agents and
advisors of such Person and of such Person's Affiliates.

      "Required Lenders" means, at any time, Lenders with Loans representing
more than 50% of the aggregate amount of Loans outstanding.

      "Responsible Officer" means, with respect to any Person (other than a
natural person), the chairman, the president, any vice president, the chief
executive officer or the chief operating officer, and, in respect of financial
or accounting matters, any Financial Officer of such Person; unless otherwise
specified, all references herein to a Responsible Officer mean a Responsible
Officer of the Borrower.

      "Restricted Payment" shall mean, with respect to any Person, any payment
by such Person (i) of any dividends on any of its Equity Securities, (ii) on
account of, or for the purpose of setting apart any property for a sinking or
other analogous fund for, the purchase, redemption, retirement or other
acquisition of any of its Equity Securities or any warrants, options or rights
to acquire any such shares, or the making by such Person of any other
distribution in respect of any of its Equity Securities, (iii) of any principal
of or interest or premium on, or of any amount in respect of, a sinking or
analogous fund or defeasance fund for any Indebtedness of such Person ranking in
right of payment subordinate to any liability of such Person under the Financing
Documents, (iv) of any principal of or of any amount in respect of a sinking or
analogous fund or defeasance fund for any Indebtedness of such Person to a
shareholder of such Person or to an Affiliate of a shareholder of such Person,
(v) in respect of an Investment (other than a Permitted Investment), or (vi) of
any management, consulting or similar fee or any bonus payment or

<PAGE>
                                      -21-

comparable payment, or by way of gift or other gratuity, to any Affiliate of
such Person or to any director or officer thereof.

      "Rolling Period" means each Fiscal Quarter taken together with the three
immediately preceding Fiscal Quarters.

      "Sale/Leaseback Transaction" means any arrangement between a Credit Party
and another Person (other than another Credit Party) providing for the leasing
by the Credit Party of property which has been or is to be sold or transferred
by the Credit Party to such other Person.

      "Second Notes" means the second subordinated convertible 9% notes issuable
by the Parent pursuant to a certain Second Unit Indenture dated May 1, 2003
between Computershare Trust Company of Canada and the Parent.

      "Second Preferred Shares" means the second preferred shares in the capital
of the Parent having the terms and conditions contemplated in the Parent
Articles of Incorporation and includes the Second Units following any conversion
of such Second Preferred Shares into the Second Units.

      "Second Units" has the meaning set out in the Parent Articles of
Incorporation.

      "Security Documents" means the following:

      (i)   a guarantee executed by each Credit Party other than the Borrower in
            favour of the Administrative Agent, as agent for the Lenders, dated
            as of the date hereof and in form and substance satisfactory to the
            Administrative Agent;

      (ii)  a general security agreement executed by each Credit Party in favour
            of the Collateral Agent, as agent for the Lenders and the
            Administrative Agent, dated as of the date hereof and in form and
            substance satisfactory to the Administrative Agent, constituting a
            first-priority Lien on all property from time to time of each Credit
            Party, subject only to Permitted Liens;

      (iii) a hypothec executed by each Credit Party in favour of the Collateral
            Agent, in its capacity as "fonde de pouvoir" for the Lenders
            appointed pursuant to Section 8.11 hereof (together with a bond
            issued pursuant to such hypothec and a pledge agreement pledging
            such bond), each dated as of the date hereof and in form and
            substance satisfactory to the Administrative Agent, constituting a
            first-priority hypothecation of all property from time to time of
            each Credit Party, subject only to Permitted Liens; and

      (iv)  mortgages executed by each Credit Party in favour of the Collateral
            Agent, in its capacity as agent for the Lenders and the
            Administrative Agent, dated as of the date hereof and in form and
            substance satisfactory to the

<PAGE>
                                      -22-

            Administrative Agent, constituting a first-priority Lien on all real
            property from time to time of such Credit Party, subject only to
            Permitted Liens.

      "Senior Leverage Ratio" means, on any day, the ratio of (a) the
outstanding Indebtedness of the Credit Parties on a consolidated basis, as of
the date of determination, which is secured by Liens ranking in priority to the
Liens securing the Loans, to (b) EBITDA of the Credit Parties on a consolidated
basis for the previous two Fiscal Quarters ended on the most recent Quarterly
Date, multiplied by 2.

      "Subordinated Debt" means Indebtedness of the Parent or the Borrower that
has the following attributes: (i) no material terms applicable to such
Indebtedness (including the covenants and events of default) will be materially
less favourable to the Parent, the Borrower or the Lenders than the terms that
are applicable hereunder, (ii) the covenants contained therein will be less
restrictive than the covenants contained herein, (iii) there will be no
principal amortization payments (including any sinking fund therefor) on such
Indebtedness before the date which is six months after the Maturity Date, (iv)
such Indebtedness will mature at least six months after the Maturity Date, (v)
such Indebtedness will be unsecured, (vi) such Indebtedness will accrue interest
at a rate determined in good faith by the board of directors of the Parent or
the Borrower to be a market rate of interest for such Indebtedness at the time
of issuance thereof, and (vii) such Indebtedness will be otherwise on terms and
conditions satisfactory to the Administrative Agent; provided, however, that the
restrictions in subparagraphs (i) and (vii) above shall not apply to pricing of
such Indebtedness.

      "Subscriber" means an end user of the Borrower's Fido wireless
communication services that has been assigned a mobile identification number by
the Borrower and whose mobile identification number has been activated on the
Borrower's billing system or platform such that the Borrower can record and bill
the airtime used by that end user.

      "subsidiary" means, with respect to any Person (the "parent") at any date,
any corporation, limited liability company, partnership, limited partnership,
association or other entity the accounts of which would be consolidated with
those of the parent in the parent's consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, limited liability company, partnership, limited
partnership, association or other entity (a) of which securities or other
ownership interests representing more than 50% of the equity or more than 50% of
the ordinary voting power or, in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, controlled or held,
or (b) that is, as of such date, otherwise Controlled, by the parent or one or
more subsidiaries of the parent or by the parent and one or more subsidiaries of
the parent.

      "Subsidiary" means any subsidiary of the Parent (other than the Borrower
and any Unrestricted Subsidiary).

      "Swap Agreement" means any agreement with respect to any swap, forward,
future or derivative transaction or option or similar agreement involving, or
settled by reference to, one or more rates, currencies, commodities, equity or
debt instruments or securities, or economic, financial or pricing indices or
measures of economic, financial or pricing risk or value or any similar
transaction or any combination of these transactions; provided that no phantom
stock or

<PAGE>
                                      -23-

similar plan providing for payments only on account of services provided by
current or former directors, officers, employees or consultants of the Credit
Parties shall be a Swap Agreement.

      "Taxes" means all taxes, charges, fees, levies, imposts and other
assessments, including all income, sales, use, goods and services, value added,
capital, capital gains, alternative, net worth, transfer, profits, withholding,
payroll, employer health, excise, real property and personal property taxes, and
any other taxes, customs duties, fees, assessments, or similar charges in the
nature of a tax, including Canada Pension Plan and provincial pension plan
contributions, employment insurance payments and workers' compensation premiums,
together with any instalments with respect thereto, and any interest, fines and
penalties with respect thereto, imposed by any Governmental Authority (including
federal, state, provincial, municipal and foreign Governmental Authorities), and
whether disputed or not.

      "Tranche A Exit Facility" has the meaning set out in the Parent Articles
of Incorporation.

      "Tranche A Exit Facility Agreement" means the credit facility agreement,
dated as of May 1, 2003 and amended and restated as of the date hereof,
establishing the terms and conditions of the Tranche A Exit Facility, as such
agreement may be amended, supplemented or otherwise modified or restated from
time to time.

      "Tranche A Exit Facility Loans" means the revolving loans owing by the
Borrower to the Tranche A Lenders pursuant to the Tranche A Exit Facility
Agreement.

      "Tranche A Lenders" means the lenders under the Tranche A Exit Facility
Agreement.

      "Tranche B Debt" has the meaning set out in the Parent Articles of
Incorporation.

      "Tranche B-Term Loan A Credit Agreement" means the credit agreement, dated
as of the date hereof, among the Parent, the Borrower, the financial
institutions from time to time parties thereto as lenders, JPMorgan Chase Bank,
Toronto Branch, as administrative agent and collateral agent, J.P. Morgan
Securities Inc., as sole bookrunner and joint lead arranger, and Credit Suisse
First Boston, as syndication agent and joint lead arranger which, together with
this Agreement and the Amendment and Restatement Agreement amends and restates
the Tranche B Debt and establishes the terms and conditions of the Tranche
B-Term Loan A Loans, as such agreement may be amended, supplemented or otherwise
modified or restated from time to time.

      "Tranche B-Term Loan A Lenders" means the lenders under the Tranche B-Term
Loan A Credit Agreement.

      "Tranche B-Term Loan A Loans" means the secured non-revolving term loans
in the aggregate principal amount of Cdn.$200,000,000 (or the U.S.$ Equivalent
thereof) owing by the Borrower to the Tranche B-Term Loan A Lenders under the
Tranche B-Term Loan A Credit Agreement.

      "Tranche B Threshold Amount" has the meaning set out in Section 2.4.

<PAGE>
                                      -24-

      "Tranche C Credit Agreement" means the credit agreement, dated as of May
1, 2003, establishing the terms and conditions of the Tranche C Loans, as such
agreement may be amended, supplemented or otherwise modified or restated from
time to time.

      "Tranche C Lenders" means the lenders under the Tranche C Credit
Agreement.

      "Tranche C Loans" means the secured non-revolving term loans in the
aggregate principal amount of Cdn.$50,000,000 owing by the Borrower to the
Tranche C Lenders under the Tranche C Credit Agreement.

      "Transactions" means the execution, delivery and performance by the
Borrower and the other Credit Parties of this Agreement and the other Financing
Documents.

      "Type", when used in reference to any Loan, refers to whether the rate of
interest on such Loan is determined by reference to the Base Rate or the
Eurodollar Rate.

      "Units" means the First Units and the Second Units.

      "Unrestricted Subsidiary" means Inukshuk Internet Inc. and Telcom
Investments Inc. (but in the case of Telcom Investments Inc., only for so long
as its sole activity is serving as general partner of GSM Capital Partners), and
their respective successors and permitted assigns.

      "U.S. Dollars" and "U.S.$" refer to lawful money of the United States of
America.

      "U.S.$ Equivalent" means, at the date of determination, the amount of U.S.
Dollars that the Administrative Agent could purchase, in accordance with its
normal practice, with a specified amount of Canadian Dollars based on the Bank
of Canada noon spot rate on such date.

      "U.S.$ Loans" means the Loans denominated in U.S. Dollars.

      "wholly-owned subsidiary" of a Person means any subsidiary of such Person
of which securities (except for directors' qualifying shares) or other ownership
interests representing 100% of the equity or 100% of the ordinary voting power
or 100% of the general partnership or membership interests are, at the time any
determination is being made, owned, controlled or held by such Person or one or
more subsidiaries of such Person or by such Person and one or more subsidiaries
of such Person.

1.2         TERMS GENERALLY. The definitions of terms herein shall apply equally
to the singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and
neuter forms. The words "include", "includes" and "including" shall be deemed to
be followed by the phrase "without limitation". The word "will" shall be
construed to have the same meaning and effect as the word "shall". The word "or"
is disjunctive; the word "and" is conjunctive. The word "shall" is mandatory;
the word "may" is permissive. The words "to the knowledge of" means, when
modifying a representation, warranty or other statement of any Person, that the
fact or situation described therein is known by the Person (or, in the case of a
Person other than a natural Person, known by the Responsible Officer of that
Person) making the representation, warranty or other statement, or with the
exercise of reasonable due diligence under the circumstances (in accordance with
the

<PAGE>
                                      -25-

standard of what a reasonable Person in similar circumstances would have done)
would have been known by the Person (or, in the case of a Person other than a
natural Person, would have been known by such Responsible Officer of that
Person). Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any statute or any section thereof shall, unless
otherwise expressly stated, be deemed to be a reference to such statute or
section as amended, restated or re-enacted from time to time, (c) any reference
herein to any Person shall be construed to include such Person's successors and
permitted assigns, (d) the words "this Agreement", "this Credit Agreement",
"herein", "hereof" and "hereunder", and words of similar import, shall be
construed to refer to this Agreement (as the same may be amended, supplemented
or otherwise modified or restated from time to time) in its entirety and not to
any particular provision hereof, (e) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement, and (f) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.

1.3         ACCOUNTING TERMS; GAAP. Except as otherwise expressly provided
herein, all terms of an accounting or financial nature shall be construed in
accordance with GAAP, as in effect from time to time. All calculations for the
purposes of determining compliance with the financial ratios and financial
covenants contained herein shall be made on a basis consistent with GAAP in
existence as at the date of this Agreement and used in the preparation of the
financial statements of the Borrower and the Credit Parties referred to in
Section 5.1. For greater certainty, should the classification given to the First
Notes and Second Notes or the First Units and Second Units change under GAAP,
such that the Notes or Units would be treated as debt instead of equity, the
parties hereto acknowledge and agree that, for the purposes of calculating, and
compliance with, the financial ratios and financial covenants set forth
hereunder, the classification given to the said Notes and Units as at the date
of this Agreement shall be the classification used until the termination of this
Agreement. Notwithstanding any provisions of GAAP, the First Preferred Shares
and the Second Preferred Shares shall not be treated as Indebtedness for the
purposes of calculating, and compliance with, the financial ratios and financial
covenants set forth hereunder. Any financial ratios required to be maintained by
the Borrower and the Credit Parties pursuant to this Agreement shall be
calculated by dividing the appropriate component by the other component,
carrying the result to one place more than the number of places by which such
ratio is expressed in this Agreement and rounding the result up or down to the
nearest number (with a round-up if there is no nearest number) to the number of
places by which such ratio is expressed in this Agreement. In the event of a
change in GAAP, the Borrower and the Administrative Agent shall negotiate in
good faith to revise (if appropriate) such ratios and covenants to reflect GAAP
as then in effect, and any new ratio or covenant shall be subject to approval by
the Required Lenders. In the event that such negotiation is successful, all
calculations thereafter made for the purpose of determining compliance with the
financial ratios and financial covenants contained herein shall be made on a
basis consistent with GAAP in existence as at the date of such revision.

<PAGE>
                                      -26-

1.4         TIME. All time references herein shall, unless otherwise specified,
be references to local time in Toronto, Ontario. Time is of the essence of this
Agreement and the other Financing Documents.

1.5         PERMITTED LIENS. Any reference in any of the Financing Documents to
Permitted Liens is not intended to subordinate or postpone, and shall not be
interpreted as subordinating or postponing, or as any agreement to subordinate
or postpone, any Lien created by any of the Financing Documents to any Permitted
Liens.

1.6         SCHEDULES AND EXHIBITS. The following Schedules and Exhibits are
attached to and form part of this Agreement:

SCHEDULES:

Schedule A          -        Lenders' Loans
Schedule B          -        Disclosed Matters

EXHIBITS:

Exhibit A           -        Form of Assignment and Assumption
Exhibit B           -        Form of Intercreditor Agreement
Exhibit C           -        Form of Notice of Continuation/Conversion
Exhibit D           -        Form of Lien Priority Agreement

ARTICLE 2

                                      LOANS

2.1         LOANS. Subject to the terms and conditions and relying upon the
representations, warranties and covenants herein set forth, each Lender agrees
to make available and the Borrower agrees to avail itself of the loans set out
in Schedule A (the "Loans") in a single advance on the Effective Date. The
initial amount of each Lender's Loans as at the Effective Date will be as set
forth in Schedule A; provided that each advance of a Loan shall be denominated
in U.S. Dollars and the aggregate initial principal amount of Loans shall not
exceed the U.S.$ Equivalent of Cdn.$200,000,000. Loans shall consist entirely,
subject to Section 2.8, of Base Rate Loans and Eurodollar Loans, in each case as
the Borrower may request in accordance herewith. The Loans shall initially be
Base Rate Loans unless the Borrower has provided a notice pursuant to Section
2.2(b) within such time period set out therein, electing a Eurodollar Loan.
Without limitation of any of the foregoing, the Borrower hereby acknowledges and
agrees that its liability in respect of the Loans shall be absolute and
unconditional. Nothing in this Agreement or in any other Financing Document
shall be construed as a commitment by any Lender to make any additional loan or
other credit available under this Agreement or in any other Financing Document.
At the commencement of each Interest Period for any Eurodollar Loan, such Loan
shall be in an aggregate amount that is an integral multiple of U.S.$500,000
(the "Minimum Denomination") and not less than U.S.$5,000,000. Loans of more
than one Type may be outstanding at the same time; provided that there shall not
at any time be more than

<PAGE>
                                      -27-

a total of 5 Eurodollar Loans outstanding by each Lender. The Lenders
acknowledge that the Loans and the Liens granted as security therefor are
subject to the terms of the Lien Priority Agreement.

2.2         CONTINUATION, CONVERSION AND ROLL-OVER ELECTIONS.

      (a)   The Borrower may:

            (i)         elect, as of any Business Day, in the case of Base Rate
                        Loans, to convert any Base Rate Loans (or any part
                        thereof in an amount not less than U.S.$5,000,000, or
                        that is in an integral multiple of the Minimum
                        Denomination in excess thereof) into Eurodollar Loans;
                        or

            (ii)        elect, as of the last day of the applicable Interest
                        Period, to continue any Eurodollar Loans which have
                        Interest Periods expiring on such day (or any part
                        thereof in an amount not less than U.S.$5,000,000, or
                        that is in an integral multiple of the Minimum
                        Denomination in excess thereof), or to convert such
                        Eurodollar Loans into Base Rate Loans;

            provided that if at any time the aggregate amount of Eurodollar
            Loans with respect to any Interest Period is reduced, by payment,
            prepayment or conversion, to less than U.S.$5,000,000, such
            Eurodollar Loans shall automatically convert into Base Rate Loans
            upon the expiration of the then current Interest Period; provided
            further that if the Notice of Continuation/Conversion shall fail to
            specify the duration of the Interest Period with respect to any
            Eurodollar Loan, such Interest Period, as applicable, shall be one
            month.

      (b)   The Borrower shall deliver a notice of continuation/conversion
            ("Notice of Continuation/Conversion"), in the form attached hereto
            as Exhibit C, to the Administrative Agent not later than 12:00 noon
            (Toronto, Ontario time) at least three (3) Business Days in advance
            of the continuation/conversion date, if the Loans are to be
            converted into or continued as Eurodollar Loans, and specifying (i)
            the proposed continuation/conversion date; (ii) the aggregate amount
            of Loans to be converted or renewed; (iii) the Type of Loans
            resulting from the proposed conversion or continuation; and (iv) the
            duration of the requested Interest Period; provided that the
            Borrower may not select an Interest Period that ends after the
            Maturity Date, and provided further that the Borrower may notify the
            Administrative Agent by telephone by such time, provided that any
            such telephone notice is promptly confirmed by a Notice of
            Confirmation/Conversion. If, upon the expiration of any Interest
            Period applicable to Eurodollar Loans, the Borrower has failed to
            deliver timely a Notice of Continuation/Conversion to be applicable
            to such Eurodollar Loans, or if any Default or Event of Default then
            exists, the Borrower shall be deemed to have elected to convert such
            Eurodollar Loans into Base Rate Loans, effective as of the
            expiration date of such Interest Period.

<PAGE>
                                      -28-

      (c)   The Administrative Agent will promptly notify each Lender of its
            receipt of a Notice of Continuation/Conversion. All conversions and
            continuations shall be made rateably according to the respective
            outstanding principal amounts of the Loans with respect to which the
            notice was given held by each Lender.

      (d)   Although this Agreement refers to multiple advances/loans as well as
            to rollovers, extensions and conversions of advances/loans, subject
            to Section 2.17, there is only one advance of funds under this
            Agreement. The intention of the parties is that reference to
            multiple loans as well as to rollovers, extensions and conversions
            is merely to provide a mechanism for calculating interest on the
            Loans, and should not be construed as referring to more than one
            loan under this Agreement.

2.3         INTEREST.

      (a)   Each Base Rate Loan shall bear interest (computed in arrears on the
            basis of the actual number of days elapsed over a year of 365 days
            or 366 days, as the case may be) at a rate per annum equal to the
            Base Rate plus the Applicable Margin. Each Eurodollar Loan shall
            bear interest (computed in arrears on the basis of the actual number
            of days in the relevant Interest Period over a year of 360 days) at
            the Eurodollar Rate for the Interest Period in effect for such
            Eurodollar Loan plus the Applicable Margin.

      (b)   Notwithstanding the foregoing, if any principal of any Loan payable
            by the Borrower hereunder is not paid when due, whether at stated
            maturity, upon acceleration or otherwise, such overdue amount shall
            bear interest, after as well as before judgment, at a rate per annum
            equal to 2% plus the rate otherwise applicable to such Loan. If any
            interest on any Loan or any fee or other amount payable by the
            Borrower hereunder is not paid when due, whether at stated maturity,
            upon acceleration or otherwise, such overdue amount shall bear
            interest, after as well as before judgment, at a rate per annum
            equal to 2% plus the rate otherwise applicable to Base Rate Loans.

      (c)   Accrued interest on each Loan shall be payable in arrears on each
            Interest Payment Date and, in the event of any repayment or
            prepayment of any Loan, accrued interest on the principal amount
            repaid or prepaid shall be payable on the date of such repayment or
            prepayment.

      (d)   All interest hereunder shall be payable for the actual number of
            days elapsed (including the first day but excluding the last day).
            The applicable Base Rate or Eurodollar Rate shall be determined by
            the Administrative Agent, and such determination shall be conclusive
            absent manifest error.

      (e)   For the purposes of the Interest Act (Canada) and disclosure
            thereunder, whenever any interest or any fee to be paid hereunder or
            in connection herewith is to be calculated on the basis of a 360-day
            year, the yearly rate of interest to which the rate used in such
            calculation is equivalent is the rate so used multiplied by the
            actual number of days in the calendar year in which the same is to
            be ascertained

<PAGE>
                                      -29-

            and divided by 360. The rates of interest under this Agreement are
            nominal rates, and not effective rates or yields. The principle of
            deemed reinvestment of interest does not apply to any interest
            calculation under this Agreement.

      (f)   If any provision of this Agreement would oblige the Borrower to make
            any payment of interest or other amount payable to any Lender in an
            amount or calculated at a rate which would be prohibited by Law or
            would result in a receipt by that Lender of "interest" at a
            "criminal rate" (as such terms are construed under the Criminal Code
            (Canada)), then, notwithstanding such provision, such amount or rate
            shall be deemed to have been adjusted with retroactive effect to the
            maximum amount or rate of interest, as the case may be, as would not
            be so prohibited by Law or so result in a receipt by that Lender of
            "interest" at a "criminal rate", such adjustment to be effected, to
            the extent necessary (but only to the extent necessary), as follows:

            (i)         first, by reducing the amount or rate of interest
                        required to be paid to the affected Lender under this
                        Section 2.3; and

            (ii)        thereafter, by reducing any fees, commissions, premiums
                        and other amounts required to be paid to the affected
                        Lender which would constitute interest for purposes of
                        Section 347 of the Criminal Code (Canada).

2.4         REPAYMENT OF LOANS. The Borrower hereby unconditionally promises to
pay to the Administrative Agent, for the account of the Lenders, the unpaid
principal amount of all of the Loans on the Maturity Date. In addition, the
Borrower shall pay to the Administrative Agent, for the account of the Lenders,
quarterly instalments in respect of the Loans on each March 31, June 30,
September 30 and December 31 (the "Amortization Dates"), commencing on June 30,
2004, (i) in the amount of 0.25% of the original principal amount of the Loans
on each Amortization Date up to and including March 31, 2011, and (ii) in the
amount of 46.50% of the original principal amount of the Loans on each of June
30, 2011 and the Maturity Date (in each case as reduced by the application of
any prepayments made pursuant to Section 2.6 or the Intercreditor Agreement).
Repayments shall be applied pro rata against all Loans outstanding hereunder,
and shall be made in the currency of the applicable Loan being repaid. No
payment on account of any Loan (including any prepayment) may be reborrowed.
Notwithstanding the Parent Articles of Incorporation and any agreement to the
contrary and for greater certainty, if a repayment required by this Section 2.4
would result in the repayment of an amount exceeding 25% of the aggregate
original principal amount of the Loans (the "Tranche B Threshold Amount") on or
before the fifth anniversary of the Effective Date, taking into account all
scheduled repayments and mandatory prepayments made hereunder and pursuant to
the Excess Cash Flow payments and payments of Net Proceeds of the issuance of
Equity Securities set out in Section 2.2 of the Intercreditor Agreement or
payments of call premiums under Section 2.7, then that repayment shall not be
paid to the Lenders until the date which is five years and one day after the
Effective Date, to the extent that such amount would cause the Tranche B
Threshold Amount to be exceeded.

<PAGE>
                                      -30-

2.5         EVIDENCE OF DEBT.

      (a)   Each Lender shall maintain in accordance with its usual practice an
            account or accounts evidencing the Indebtedness of the Borrower to
            such Lender resulting from each Loan made by such Lender hereunder,
            including the amounts of principal and interest payable and paid to
            such Lender from time to time hereunder.

      (b)   The Administrative Agent shall maintain accounts in which it shall
            record (i) the amount of each Loan made hereunder, the Type thereof
            and, in the case of Eurodollar Loans, the relevant Interest Period
            applicable thereto, (ii) the amount of any principal or interest due
            and payable or to become due and payable from the Borrower to each
            Lender hereunder, and (iii) the amount of any sum received by the
            Administrative Agent hereunder for the account of the Lenders and
            each Lender's share thereof.

      (c)   The entries made in the accounts maintained pursuant to Sections
            2.5(a) and (b) shall be conclusive evidence (absent manifest error)
            of the existence and amounts of the obligations recorded therein;
            provided that the failure of any Lender or the Administrative Agent
            to maintain such accounts or any error therein shall not in any
            manner affect the obligation of the Borrower to repay the Loans in
            accordance with the terms of this Agreement. In the event of a
            conflict between the records maintained by the Administrative Agent
            and any Lender, the records maintained by the Administrative Agent
            shall govern.

      (d)   Any Lender may request that Loans made by it be evidenced by a
            promissory note. In such event, the Borrower shall prepare, execute
            and deliver to such Lender a promissory note payable to the order of
            such Lender (or, if requested by such Lender, to such Lender and its
            registered assigns) and in a form approved by the Administrative
            Agent. Thereafter, the Loans evidenced by such promissory note and
            interest thereon shall at all times (including after assignment
            pursuant to Section 9.4) be represented by one or more promissory
            notes in such form payable to the order of the payee named therein
            (or, if such promissory note is a registered note, to such payee and
            its registered assigns).

      (e)   If any Amortization Payment is required to be made on a day which is
            not a Business Day, such Amortization Payment shall be payable on
            the next Business Day.

2.6         PREPAYMENTS OF LOANS; PAYMENTS PURSUANT TO OTHER NEW INSTRUMENTS.

      (a)   Excess Cash Flow Sweep; Asset Sales; Equity Securities.

            (i)         The Credit Parties shall comply with the mandatory
                        prepayment provisions set out in Section 2.2 of the
                        Intercreditor Agreement.

<PAGE>
                                      -31-

            (ii)        The Borrower shall provide to the Administrative Agent
                        written notice of any payment made pursuant to Section
                        2.2 of the Intercreditor Agreement at least three
                        Business Days prior to the date such payment is to be
                        made. If any such notice is given, the amount specified
                        in such notice shall be due and payable on the date
                        required by Section 2.2 of the Intercreditor Agreement,
                        together with any amounts payable pursuant to Section
                        2.10 (it being agreed that the full amount of any
                        mandatory payment to be made in respect of a Eurodollar
                        Loan will be deposited in a cash collateral account
                        maintained by the Administrative Agent and will be
                        applied by the Administrative Agent against the amount
                        of such Eurodollar Loan on the earlier of the maturity
                        of the relevant Eurodollar Loan, or upon the occurrence
                        of an Event of Default, as applicable). Upon receipt of
                        any notice given pursuant to this Section, the
                        Administrative Agent shall promptly notify each affected
                        party of the contents thereof and of such party's
                        Applicable Percentage of such payment. No prepayment of
                        any Loan may be reborrowed.

            (iii)       If a repayment required by this Section 2.6 or the
                        Intercreditor Agreement would result in the repayment of
                        an amount exceeding the Tranche B Threshold Amount on or
                        before the fifth anniversary of the Effective Date
                        taking into account all scheduled repayments pursuant to
                        Section 2.4 and all mandatory prepayments made under
                        Section 2.2 of the Intercreditor Agreement and all other
                        mandatory repayments including the payment of call
                        premiums under Section 2.7, then, notwithstanding the
                        provisions of the Parent Articles of Incorporation, that
                        repayment shall not be paid to the Lenders until the
                        date which is five years and one day after the Effective
                        Date, to the extent that such amount would cause the
                        Tranche B Threshold Amount to be exceeded.

      (b)   Voluntary Prepayments. The Borrower may, at its option, at any time
            and from time to time, prepay the Loans, in whole or in part,
            without premium or penalty, upon giving three Business Days' prior
            written notice to the Administrative Agent. Such notice shall
            specify the date and amount of prepayment and whether the prepayment
            is of Base Rate Loans or Eurodollar Loans or any combination
            thereof, and, in each case if a combination thereof, the principal
            amount allocable to each. Upon receipt of such notice, the
            Administrative Agent shall promptly notify each Lender of the
            contents thereof and of such Lender's Applicable Percentage of such
            prepayment. If any such notice is given, the amount specified in
            such notice shall be due and payable on the date specified therein,
            together with any amounts payable pursuant to Section 2.10 and
            accrued interest to such date on the amount prepaid in accordance
            with Section 2.3. Each voluntary prepayment of

<PAGE>
                                      -32-

            any Loan shall be in a minimum principal amount of U.S.$1,000,000
            and in an integral multiple of U.S.$100,000. Each voluntary
            prepayment of any Loan shall be permanent.

      (c)   Notice by Borrower. Each notice provided by the Borrower hereunder
            in respect of any payment hereunder shall be irrevocable and shall
            specify the payment date and the principal amount of each Loan or
            portion thereof to be prepaid.

      (d)   Notice by Administrative Agent. Upon receipt of a notice of payment
            pursuant to this Section 2.6 or the Intercreditor Agreement, the
            Administrative Agent shall promptly notify each affected party of
            the contents thereof and of such party's rateable share of such
            payment.

2.7         CALL PREMIUMS. Any prepayment made prior to the first anniversary of
the Effective Date shall be accompanied by a call premium fee equal to 3% of the
amount of such prepayment, any prepayment made on or after the first anniversary
of the Effective Date but prior to the second anniversary of the Effective Date
shall be accompanied by a call premium fee equal to 2% of the amount of such
prepayment, and any prepayment made on or after the second anniversary of the
Effective Date but prior to the third anniversary of the Effective Date shall be
accompanied by a call premium fee equal to 1% of the amount of such prepayment;
provided that if a Credit Party issues Equity Securities or Subordinated Debt
during the first six months following the Effective Date, then to the extent
that any prepayment is made during such six month period from the proceeds of
such issuance, then such prepayment shall be accompanied by a call premium fee
equal to 1.5% of the amount of such prepayment. For greater certainty, the call
premiums contemplated by this Section 2.7 shall apply to both voluntary and
mandatory prepayments.

2.8         ALTERNATE RATE OF INTEREST. If prior to the commencement of any
Interest Period for a Eurodollar Loan:

      (a)   the Administrative Agent determines (which determination shall be
            conclusive absent manifest error) that adequate and reasonable means
            do not exist for ascertaining the Eurodollar Rate for such Interest
            Period; or

      (b)   the Administrative Agent is advised by the Required Lenders that the
            Eurodollar Rate for such Interest Period will not adequately and
            fairly reflect the cost to such Lenders of making or maintaining
            their Eurodollar Loans for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Notice of
Conversion/Continuation that requests the conversion of any Loan to, or
continuation of any Loan as, a Eurodollar Loan shall be ineffective, and (ii) if
any Notice of Conversion/Continuation requests a Eurodollar Loan, such Loan
shall be made as a Base Rate Loan.

<PAGE>
                                      -33-

2.9         INCREASED COSTS; ILLEGALITY.

      (a)   If any Change in Law shall:

            (i)         impose, modify or deem applicable any reserve, special
                        deposit or similar requirement against assets of,
                        deposits with or for the account of, or credit extended
                        by, any Lender; or

            (ii)        impose on any Lender or the London interbank market any
                        other condition affecting this Agreement (including the
                        imposition on any Lender of, or any change to, any
                        Indemnified Tax or other charge with respect to its
                        Eurodollar Loans or participation therein, or its
                        obligation to make Eurodollar Loans);

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Loan or to increase the cost to such Lender
of participating in any Loan or to reduce the amount of any sum received or
receivable by such Lender hereunder (whether of principal, interest or
otherwise), then the Borrower will pay to such Lender such additional amount or
amounts as will compensate such Lender for such additional costs incurred or
reduction suffered.

      (b)   If any Lender determines that any Change in Law regarding capital
            requirements has or would have the effect of reducing the rate of
            return on such Lender's capital or on the capital of such Lender's
            holding company, if any, as a consequence of this Agreement or the
            Loans made by such Lender, to a level below that which such Lender
            or such Lender's holding company could have achieved but for such
            Change in Law (taking into consideration such Lender's policies and
            the policies of such Lender's holding company with respect to
            capital adequacy and such Lender's desired return on capital), then
            from time to time the Borrower will pay to such Lender such
            additional amount or amounts as will compensate such Lender or such
            Lender's holding company for any such reduction suffered.

      (c)   A certificate of a Lender setting forth the amount or amounts
            necessary to compensate such Lender as specified in Sections 2.9(a)
            or (b), together with a brief description of the Change in Law,
            shall be delivered to the Borrower, and shall be conclusive absent
            manifest error. In preparing any such certificate, a Lender shall be
            entitled to use averages and to make reasonable estimates, and shall
            not be required to "match contracts" or to isolate particular
            transactions. The Borrower shall pay such Lender the amount shown as
            due on any such certificate within 30 days after receipt thereof.

      (d)   Failure or delay on the part of any Lender to demand compensation
            pursuant to this Section 2.9 shall not constitute a waiver of such
            Lender's right to demand such compensation.

<PAGE>
                                      -34-

      (e)   In the event that any Lender shall have determined (which
            determination shall be reasonably exercised and shall, absent
            manifest error, be final, conclusive and binding upon all parties)
            at any time that the making or continuance of any Eurodollar Loan
            has become unlawful or materially restricted as a result of
            compliance by such Lender in good faith with any Change in Law, or
            by any applicable guideline or order (whether or not having the
            force of Law and whether or not failure to comply therewith would be
            unlawful), then, in any such event, such Lender shall give prompt
            notice (by telephone and confirmed in writing) to the Borrower and
            to the Administrative Agent of such determination (which notice the
            Administrative Agent shall promptly transmit to the other Lenders).
            Upon the giving of the notice to the Borrower referred to in this
            Section 2.9(e), the Borrower's right to request (by continuation,
            conversion or otherwise), and such Lender's obligation to make,
            Eurodollar Loans shall be immediately suspended, and thereafter any
            requested conversion into, or continuation of, Eurodollar Loans
            shall, as to such Lender only, be deemed to be a request for a Base
            Rate Loan, and if the affected Eurodollar Loan or Loans are then
            outstanding, the Borrower shall immediately, or if permitted by
            applicable Law, no later than the date permitted thereby, upon at
            least one Business Day prior written notice to the Administrative
            Agent and the affected Lender, convert each such Eurodollar Loan
            into a Base Rate Loan, provided that if more than one Lender is
            affected at any time, then all affected Lenders must be treated the
            same pursuant to this Section 2.9(e).

2.10        BREAK FUNDING PAYMENTS. In the event of (a) the failure by the
Borrower to convert, continue or prepay any Loan on the date specified in any
notice delivered by the Borrower pursuant hereto, (b) the payment or conversion
of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), or (c) the assignment of any Eurodollar Loan other than on the last
day of the Interest Period applicable thereto as a result of a request by the
Borrower pursuant to Section 2.14, then, in any such event, the Borrower shall
compensate each Lender for the loss, cost and expense attributable to such
event. In the case of a Eurodollar Loan, such loss, cost or expense to any
Lender shall be deemed to include an amount determined by such Lender to be the
excess, if any, of (i) the amount of interest which would have accrued on the
principal amount of such Loan had such event not occurred, at the Eurodollar
Rate that would have been applicable to such Loan, for the period from the date
of such event to the last day of the then current Interest Period therefor (or,
in the case of a failure to convert or continue, for the period that would have
been the Interest Period for such Eurodollar Loan), over (ii) the amount of
interest which would accrue on such principal amount for such period at the
interest rate which such Lender would bid were it to bid, at the commencement of
such period, for dollar deposits of a comparable amount and period from other
banks in the eurodollar market. A certificate of any Lender setting forth any
amount or amounts that such Lender is entitled to receive pursuant to this
Section 2.10 shall be delivered to the Borrower and shall be conclusive absent
manifest error. The Borrower shall pay such Lender the amount shown as due on
any such certificate within 30 days after receipt thereof.

<PAGE>
                                      -35-

2.11        TAXES.

      (a)   Any and all payments by or on account of any obligation of the
            Borrower hereunder shall be made free and clear of and without
            deduction for any Indemnified Taxes; provided that if the Borrower
            shall be required to deduct any Indemnified Taxes from such
            payments, then (i) the sum payable shall be increased as necessary
            so that, after making all required deductions (including deductions
            applicable to additional sums payable under this Section 2.11), the
            Administrative Agent or relevant Lender (as the case may be)
            receives an amount equal to the sum it would have received had no
            such deduction been made, (ii) the Borrower shall make such
            deduction, and (iii) the Borrower shall pay the full amount deducted
            to the relevant Governmental Authority in accordance with applicable
            Law.

      (b)   In addition to the payments by the Borrower required by Section
            2.11(a), the Borrower shall pay any and all present or future stamp
            or documentary Taxes or any other excise or property Taxes, charges
            or similar levies arising from any payment made hereunder or from
            the execution, delivery or enforcement of, or otherwise with respect
            to, this Agreement to the relevant Governmental Authority in
            accordance with applicable Law.

      (c)   The Borrower shall indemnify the Administrative Agent and each
            Lender, within 30 days after written demand therefor, for the full
            amount of any Indemnified Taxes paid by the Administrative Agent or
            such Lender, as the case may be, on or with respect to any payment
            by or on account of any obligation of the Borrower hereunder
            (including Indemnified Taxes imposed or asserted on or attributable
            to amounts payable under this Section 2.11) and any penalties,
            interest and reasonable expenses arising therefrom or with respect
            thereto, whether or not such Indemnified Taxes were correctly or
            legally imposed or asserted by the relevant Governmental Authority.
            A certificate as to the amount of such payment or liability
            delivered to the Borrower by a Lender, or by the Administrative
            Agent on its own behalf or on behalf of a Lender, shall be
            conclusive absent manifest error.

      (d)   As soon as practicable after any payment of Indemnified Taxes by the
            Borrower to a Governmental Authority, the Borrower shall deliver to
            the Administrative Agent the original or a certified copy of a
            receipt issued by such Governmental Authority evidencing such
            payment, a copy of the return reporting such payment or other
            evidence of such payment reasonably satisfactory to the
            Administrative Agent.

      (e)   In the event that the Borrower is required by applicable Law to
            deduct any Indemnified Taxes from any payment hereunder, any Foreign
            Lender that is entitled to an exemption from or reduction of
            withholding Tax under the Law of the jurisdiction in which the
            Borrower is located, or any treaty to which such jurisdiction is a
            party, with respect to payments under this Agreement shall deliver
            to the Borrower (with a copy to the Administrative Agent), if
            requested to do so by the Borrower, at the time or times prescribed
            by applicable Law, such

<PAGE>
                                      -36-

            properly completed and executed documentation prescribed by
            applicable Law or reasonably requested by the Borrower as will
            permit such payments to be made without withholding or at a reduced
            rate.

2.12        PAYMENTS GENERALLY; PRO RATA TREATMENT; SHARING OF SET-OFFS.

      (a)   The Borrower shall make each payment required to be made by it
            hereunder (whether of principal, interest, fees, amounts payable
            under any of Sections 2.9, 2.10 or 2.11, or otherwise) prior to
            12:00 noon, Toronto time, on the date when due, in immediately
            available funds, without set-off or counterclaim. Any amounts
            received after such time on any date may, in the discretion of the
            Administrative Agent, be deemed to have been received on the next
            succeeding Business Day for purposes of calculating interest
            thereon. All such payments shall be made to the Administrative Agent
            at the Payment Office. The Administrative Agent shall distribute any
            such payments received by it for the account of any other Person to
            the appropriate recipient promptly following receipt thereof. If any
            payment hereunder shall be due on a day that is not a Business Day,
            the date for payment shall be extended to the next Business Day,
            and, in the case of any payment accruing interest, interest thereon
            shall be payable for the period of such extension, provided that, in
            the case of any payment with respect to a Eurodollar Loan, the date
            for payment shall be advanced to the next preceding Business Day if
            the next succeeding Business Day is in a subsequent calendar month.
            All payments under this Section 2.12 in respect of Eurodollar Loans
            and Base Rate Loans shall be made in U.S. Dollars.

      (b)   If at any time insufficient funds are received by and available to
            the Administrative Agent to pay fully all amounts of principal,
            interest and fees then due hereunder, such funds shall be applied
            (i) first, towards payment of any amounts payable to the
            Administrative Agent pursuant to Section 9.3, (ii) second, towards
            payment of interest and fees then due hereunder, rateably among the
            parties entitled thereto in accordance with the amounts of interest
            and fees then due to such parties, and (iii) third, towards payment
            of principal then due hereunder, rateably among the parties entitled
            thereto in accordance with the amounts of principal then due to such
            parties.

      (c)   If any Lender shall, by exercising any right of set-off or
            counterclaim or otherwise, obtain payment in respect of any
            principal of or interest on any of its Loans resulting in such
            Lender receiving payment of a greater proportion of the aggregate
            amount of its Loans and accrued interest thereon than the proportion
            received by any other Lender, then the Lender receiving such greater
            proportion shall purchase (for cash at face value) participations in
            the Loans of other Lenders to the extent necessary so that the
            benefit of all such payments shall be shared by the Lenders rateably
            in accordance with the aggregate amount of principal of and accrued
            interest on their respective Loans; provided that (i) if any such
            participations are purchased and all or any portion of the payment
            giving rise thereto is recovered, such participations shall be
            rescinded and the purchase price restored to the extent of such
            recovery, without interest, and (ii) this Section

<PAGE>
                                      -37-

            2.12(c) shall not apply to any payment made by the Borrower pursuant
            to and in accordance with the express terms of this Agreement or any
            payment obtained by a Lender as consideration for the assignment of
            or sale of a participation in any of its Loans to any assignee or
            participant, other than to any Credit Party (as to which the
            provisions of this paragraph shall apply). The Borrower consents to
            the foregoing and agrees, to the extent it may effectively do so
            under applicable Law, that any Lender acquiring a participation
            pursuant to the foregoing arrangements may exercise against the
            Borrower rights of set-off and counterclaim with respect to such
            participation as fully as if such Lender were a direct creditor of
            the Borrower in the amount of such participation.

      (d)   Unless the Administrative Agent shall have received written notice
            from the Borrower prior to the date on which any payment is due to
            the Administrative Agent for the account of the Lenders hereunder
            that the Borrower will not make such payment, the Administrative
            Agent may assume that the Borrower has made such payment on such
            date in accordance herewith and may, in reliance upon such
            assumption, distribute to the Lenders the amount due. In such event,
            if the Borrower has not in fact made such payment, then each of the
            Lenders severally agrees to repay to the Administrative Agent
            forthwith on demand the amount so distributed to such Lender with
            interest thereon, for each day from and including the date such
            amount is distributed to it to but excluding the date of payment to
            the Administrative Agent, at the Federal Funds Effective Rate.

      (e)   If any Lender shall fail to make any payment required to be made by
            it pursuant to Section 2.12(d), then the Administrative Agent may,
            in its discretion (notwithstanding any contrary provision hereof),
            apply any amounts thereafter received by the Administrative Agent
            for the account of such Lender to satisfy such Lender's obligations
            under such Section 2.12(d) until all such unsatisfied obligations
            are fully paid.

2.13        CURRENCY INDEMNITY. If, for the purposes of obtaining judgment in
any court in any jurisdiction with respect to this Agreement or any other
Financing Document, it becomes necessary to convert into the currency of such
jurisdiction (the "Judgment Currency") any amount due under this Agreement or
under any other Financing Document in any currency other than the Judgment
Currency (the "Currency Due"), then conversion shall be made at the rate of
exchange prevailing on the Business Day before the day on which judgment is
given. For this purpose "rate of exchange" means the rate at which the
Administrative Agent is able, on the relevant date, to purchase the Currency Due
with the Judgment Currency in accordance with its normal practice at its head
office in Toronto, Ontario. In the event that there is a change in the rate of
exchange prevailing between the Business Day before the day on which the
judgment is given and the date of receipt by the Administrative Agent of the
amount due, the Borrower will, on the date of receipt by the Administrative
Agent, pay such additional amounts, if any, or be entitled to receive
reimbursement of such amount, if any, as may be necessary to ensure that the
amount received by the Administrative Agent on such date is the amount in the
Judgment Currency which when converted at the rate of exchange prevailing on the
date of receipt by the Administrative Agent is the amount then due under this
Agreement or such other Financing

<PAGE>
                                      -38-

Document in the Currency Due. If the amount of the Currency Due which the
Administrative Agent is so able to purchase is less than the amount of the
Currency Due originally due to it, the Borrower shall indemnify and save the
Administrative Agent and the Lenders harmless from and against all loss or
damage arising as a result of such deficiency. This indemnity shall constitute
an obligation separate and independent from the other obligations contained in
this Agreement and the other Financing Documents, shall give rise to a separate
and independent cause of action, shall apply irrespective of any indulgence
granted by the Administrative Agent from time to time and shall continue in full
force and effect notwithstanding any judgment or order for a liquidated sum in
respect of an amount due under this Agreement or any other Financing Document or
under any judgment or order.

2.14        MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.

      (a)   If any Lender requests compensation under Section 2.9, or if the
            Borrower is required to pay any additional amount to any Lender or
            any Governmental Authority for the account of any Lender pursuant to
            Section 2.11, then such Lender shall use reasonable efforts to
            designate a different lending office for booking its Loans hereunder
            or to assign its rights and obligations hereunder to another of its
            offices, branches or affiliates, if, in the judgment of such Lender,
            such designation or assignment (i) would eliminate or reduce amounts
            payable pursuant to Section 2.9 or 2.11, as the case may be, in the
            future, and (ii) would not subject such Lender to any unreimbursed
            cost or expense and would not otherwise be disadvantageous to such
            Lender. The Borrower hereby agrees to pay all reasonable costs and
            expenses incurred by any Lender in connection with any such
            designation or assignment.

      (b)   If any Lender requests compensation under Section 2.9, or if the
            Borrower is required to pay any additional amount to any Lender or
            any Governmental Authority for the account of any Lender pursuant to
            Section 2.11, then the Borrower may, at its sole expense and effort,
            upon notice to such Lender and the Administrative Agent, require
            such Lender to assign and delegate, without recourse (in accordance
            with and subject to the restrictions contained in Section 9.4), all
            its interests, rights and obligations under this Agreement to an
            assignee that shall assume such obligations (which assignee may be
            another Lender, if a Lender accepts such assignment); provided that
            (i) the Borrower shall have received the prior written consent of
            the Administrative Agent, which consent shall not unreasonably be
            withheld, (ii) such Lender shall have received payment of an amount
            equal to the outstanding principal of its Loans, accrued interest
            thereon, accrued fees and all other amounts payable to it hereunder,
            from the assignee (to the extent of such outstanding principal and
            accrued interest and fees) or the Borrower (in the case of all other
            amounts), and (iii) in the case of any such assignment resulting
            from a claim for compensation under Section 2.9 or payments required
            to be made pursuant to Section 2.11, such assignment will result in
            a reduction in such compensation or payments. A Lender shall not be
            required to make any such assignment and delegation if an Event of
            Default has occurred and is continuing or if, prior thereto, as a
            result of a waiver by such

<PAGE>
                                      -39-

            Lender or otherwise, the circumstances entitling the Borrower to
            require such assignment and delegation cease to apply.

2.15        INDEMNITY FOR RETURNED PAYMENTS. If after receipt of any payment
which is applied to the payment of all or any part of the Loans, the
Administrative Agent or any Lender is for any reason compelled to surrender such
payment or proceeds to any Person because such payment or application of
proceeds is invalidated, declared fraudulent, set aside, determined to be void
or voidable as a preference, impermissible setoff, or a diversion of trust
funds, or for any other reason, then the Loans or part thereof intended to be
satisfied shall be revived and continued and this Agreement shall continue in
full force as if such payment or proceeds had not been received by the
Administrative Agent or such Lender and the Borrower shall be liable to pay to
the Administrative Agent and the Lenders, and hereby does indemnify the
Administrative Agent and the Lenders and holds the Administrative Agent and the
Lenders harmless for the amount of such payment or proceeds surrendered. The
provisions of this Section 2.15 shall be and remain effective notwithstanding
any contrary action which may have been taken by the Administrative Agent or any
Lender in reliance upon such payment or application of proceeds, and any such
contrary action so taken shall be without prejudice to the Administrative
Agent's and the Lenders' rights under this Agreement and shall be deemed to have
been conditioned upon such payment or application of proceeds having become
final and irrevocable. The provisions of this Section 2.15 shall survive the
termination of this Agreement.

2.16        EXISTING SECURITY. The Borrower and the Parent confirm that the
Liens granted pursuant to the Pre-Filing Credit Agreement and the Existing
Security shall remain in full force and effect as security for the obligations
of the Borrower and the Parent hereunder, in addition to the Security Documents.

2.17        ADDITIONAL LOANS.

      (a)   Subject to the terms and conditions hereof, at any time after the
            Effective Date, the Borrower may request that the Lenders or any
            other Persons establish in favour of the Borrower one or more
            additional Loans in an aggregate principal amount, for all such
            additional Loans, not exceeding Cdn.$50,000,000 (each such
            additional loan, an "Additional Loan"), provided that no Default has
            occurred and is continuing and that the Credit Parties would remain
            in pro forma compliance with the financial covenants in Section 5.13
            immediately after giving effect to the Additional Loans,

      (b)   Notwithstanding anything to the contrary in this Agreement, (i) no
            Additional Loan shall require the consent of any Lender other than
            any Lender providing all or part of the Additional Loan, but each
            Additional Loan shall require the approval of the Administrative
            Agent, (ii) no Lender shall have any obligation to participate in
            any Additional Loan unless it agrees to do so in its sole
            discretion, (iii) the aggregate amount of all Additional Loans shall
            not exceed Cdn.$50,000,000, (iv) no Additional Loans shall mature
            prior to the Maturity Date, and (v) no Additional Loan shall have
            the benefit of any representations, warranties, covenants, events of
            default or other material provisions (other than

<PAGE>
                                      -40-

            pricing, which shall be determined by the Borrower and the lenders
            providing the Additional Loans) which are not also extended to the
            Lenders.

      (c)   Any Additional Loan shall be documented pursuant to an amendment
            agreement, or an amended and restated version of this Agreement
            satisfactory to the Administrative Agent and executed by the Credit
            Parties, the lenders providing the Additional Loans and the
            Administrative Agent. For greater certainty, any Person providing
            any such Additional Loan shall be entitled to share pro rata in any
            prepayments made by the Borrower to the Lenders and the obligations
            of the Borrower and the other Credit Parties under any such
            Additional Loan shall be secured pari passu with the other Loans
            hereunder.

                                   ARTICLE 3
                         REPRESENTATIONS AND WARRANTIES

Each of the Borrower and the Parent represents and warrants to the
Administrative Agent and the Lenders that:

3.1         ORGANIZATION; POWERS. The Borrower and each other Credit Party is
duly organized, validly existing and in good standing under the Laws of the
jurisdiction of its organization, has all requisite power and authority to carry
on its business as now and formerly conducted and, except where the failure to
do so, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect, is qualified to do business in, and is in
good standing in, every jurisdiction where such qualification is required.

3.2         AUTHORIZATION; ENFORCEABILITY. The Transactions are within the
Borrower's corporate powers and have been duly authorized by all necessary
corporate and, if required, shareholder action. This Agreement and the other
Financing Documents have been duly executed and delivered by the Borrower and
each other Credit Party (as applicable) and constitute legal, valid and binding
obligations of the Borrower and each other Credit Party (as applicable),
enforceable in accordance with their terms, subject to applicable bankruptcy,
insolvency, reorganisation, moratorium or other Laws affecting creditors' rights
generally and subject to general principles of equity, regardless of whether
considered in a proceeding in equity or at law.

3.3         GOVERNMENTAL APPROVALS; NO CONFLICTS. The Transactions (a) do not
require any consent or approval of, registration or filing with, or any other
action by, any Governmental Authority, except such as have been obtained or made
and are in full force and effect and except those disclosed in Schedule B, (b)
will not violate any applicable Law or the charter, by-laws or other
organizational documents of the Borrower or any Credit Party or any order of any
Governmental Authority, (c) will not violate or result in a default under any
indenture, agreement or other instrument binding upon the Borrower or any Credit
Party or their respective assets, or give rise to a right thereunder to require
any payment to be made by the Borrower or any Credit Party, and (d) will not
result in the creation or imposition of any Lien on any asset of the Borrower or
any Credit Party, except for any Lien arising in favour of the Collateral Agent,
for the benefit of the Lenders, under the Financing Documents.

<PAGE>
                                      -41-

3.4         FINANCIAL CONDITION; NO MATERIAL ADVERSE EFFECT

      (a)   The Parent has furnished to the Lenders its consolidated balance
            sheets and statements of income, retained earnings and changes in
            financial position as of and for the Fiscal Year ended December 31,
            2003, certified by a Responsible Officer. Such financial statements
            present fairly, in all material respects, the consolidated financial
            position and results of operations and cash flows of the Parent as
            of such dates and for such periods in accordance with GAAP, subject
            to year end audit adjustments and the absence of footnotes. The
            Parent, the Borrower and the Subsidiaries do not have any material
            liabilities (contingent or otherwise) that are not reflected in such
            financial statements.

      (b)   Since December 31, 2003, there has been no event, development or
            circumstance that has had or could reasonably be expected to have a
            Material Adverse Effect.

      (c)   All information (including the information contained in all
            financial statements) pertaining to the Parent, its Subsidiaries and
            any Unrestricted Subsidiary (other than projections) that has been
            or will be made available to the Lenders or the Administrative Agent
            by the Parent or any representative of the Parent and its
            Subsidiaries, taken as a whole, is or will be, when furnished,
            complete and correct in all material respects and does not or will
            not, when furnished, contain any untrue statement of a material fact
            or omit to state a material fact necessary in order to make the
            statements contained therein not materially misleading in light of
            the circumstances under which such statements are made. The
            projections that have been or will be made available to the Lenders
            or the Administrative Agent by the Parent or the Borrower or any
            representative of the Parent or the Borrower have been or will be
            prepared in good faith based upon assumptions that were reasonable
            when made.

3.5         LITIGATION.

      (a)   There are no actions, suits or proceedings (including any
            Tax-related matter) by or before any arbitrator or Governmental
            Authority pending against or, to the knowledge of the Borrower,
            threatened against or affecting the Borrower or any other Credit
            Party (i) as to which there is a reasonable possibility of an
            adverse determination and that, if adversely determined, could
            reasonably be expected, individually or in the aggregate, to result
            in a Material Adverse Effect other than the matters disclosed in
            Schedule B, or (ii) that involve this Agreement, any other Financing
            Document, or the Transactions.

      (b)   Except for the matters disclosed in Schedule B and except with
            respect to any other matters that, individually or in the aggregate,
            could not reasonably be expected to result in a Material Adverse
            Effect, neither the Borrower nor any other Credit Party (i) has
            failed to comply with any Environmental Law or to obtain, maintain
            or comply with any permit, license or other approval required under
            any Environmental Law, (ii) has become subject to any Environmental

<PAGE>
                                      -42-

            Liability, (iii) has received notice of any claim with respect to
            any Environmental Liability, or (iv) knows of any basis for any
            Environmental Liability.

3.6         COMPLIANCE WITH LAWS AND AGREEMENTS. The Borrower and each other
Credit Party is in compliance with all Laws applicable to it or its property and
all indentures, agreements and other instruments binding upon it or its
property, except where the failure to do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect. Neither
the Borrower nor any other Credit Party has violated or failed to obtain any
Authorization necessary to the ownership of any of its property or assets or the
conduct of its business, which violation or failure could reasonably be expected
to have (in the event that such a violation or failure were asserted by any
Person through appropriate action) a Material Adverse Effect.

3.7         TAXES. The Borrower and each other Credit Party has timely filed or
caused to be filed all Tax returns and reports required to have been filed and
has paid or caused to be paid all Taxes required to have been paid by it
(including all instalments with respect to the current period) and has made
adequate provisions for Taxes for the current period, except Taxes that are
being contested in good faith by appropriate proceedings and for which the
Borrower or such other Credit Party, as applicable, has set aside on its books
adequate reserves.

3.8         TITLES TO REAL PROPERTY. Each Credit Party has indefeasible fee
simple title to its respective owned real properties, and with respect to leased
real properties, indefeasible title to the leasehold estate with respect
thereto, pursuant to valid and enforceable leases, free and clear of all Liens
except Permitted Liens. All real property owned by each Credit Party as at the
Effective Date is described in Schedule B. All real property lease agreements
pursuant to which any Credit Party leases any office space or switch room
premises as at the Effective Date are described in Schedule B.

3.9         TITLES TO PERSONAL PROPERTY. Each Credit Party has valid
indefeasible title to all of its respective personal property, free and clear of
all Liens except Permitted Liens.

3.10        PENSION PLANS. No Credit Party has established or maintains a
Pension Plan.

3.11        DISCLOSURE. Each Credit Party has made available to the Lenders all
agreements, instruments and corporate or other restrictions to which it is
subject, and all other matters known to it, that, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect.

3.12        DEFAULTS. No Credit Party is in default nor has any event or
circumstance occurred which, but for the passage of time or the giving of
notice, or both, would constitute a default (in either case in any respect that
would have a Material Adverse Effect) under any loan or credit agreement,
indenture, mortgage, deed of trust, security agreement or other instrument or
agreement evidencing or pertaining to any Indebtedness of any Credit Party, or
under any Material Contract.

3.13        CASUALTIES; TAKING OF PROPERTIES. Since December 31, 2003, neither
the Business nor the properties of the Borrower or any other Credit Party have
been affected in a

<PAGE>
                                      -43-

manner that has had, or could reasonably be expected to have, a Material Adverse
Effect as a result of any fire, explosion, earthquake, flood, drought,
windstorm, accident, strike or other labor disturbance, embargo, requisition or
taking of property or cancellation of contracts, permits or concessions by any
domestic or foreign Governmental Authority, riot, activities of armed forces, or
acts of God or of any public enemy.

3.14        SUBSIDIARIES. As of the Effective Date, the Borrower has no
subsidiaries other than those listed in Schedule B. As of the Effective Date,
the Parent has no subsidiaries except the Borrower and the subsidiaries of the
Parent listed in Schedule B. The Pre-Filing Parent has no assets and is in the
process of liquidation and dissolution pursuant to Part XVIII of the CBCA.

3.15        INSURANCE. All policies of fire, liability, workers' compensation,
casualty, flood, business interruption and other forms of insurance owned or
held by each of the Credit Parties are: sufficient for compliance with all
requirements of applicable Law and of all Material Contracts; are valid,
outstanding and enforceable policies; provide adequate insurance coverage in at
least such amounts and against at least such risks (but including in any event
public liability) as are usually insured against in the same general area by
companies engaged in the same or a similar business for the assets and
operations of each Credit Party; and will not in any way be affected by, or
terminate or lapse by reason of, the Transactions. All such material policies
are in full force and effect, all premiums with respect thereto have been paid
in accordance with their respective terms, and no notice of cancellation or
termination has been received with respect to any such policy. No Credit Party
maintains any self-insurance program or deductible limits with respect to its
assets or operations or material risks with respect thereto in excess of
Cdn.$1,000,000 (or U.S.$1,000,000 in the case of directors and officers
liability coverage). The certificate of insurance delivered to the Lenders
pursuant to Section 4.1(i) contains an accurate and complete description of all
material policies of insurance owned or held by each Credit Party on the
Effective Date.

3.16        MATERIAL CONTRACTS. Schedule B sets out each Material Contract in
effect as at the Effective Date. A copy of each such Material Contract (each of
which copies is true and complete except for provisions thereof which by the
express terms thereof may only be disclosed to authorized representatives of the
parties thereto) has been delivered to the Administrative Agent. Each Material
Contract is in full force and effect. No Credit Party is in default under or in
breach of any term or condition of any Material Contract that would have, either
individually or in the aggregate, a Material Adverse Effect, nor is any Credit
Party aware of any default under or breach of any term or condition of any
Material Contract by any other party thereto that would have a Material Adverse
Effect. No Material Contract contains any material provisions which impose
burdensome or onerous obligations on any Credit Party which are inconsistent
with prudent commercial activity by each Credit Party.

3.17        ENVIRONMENTAL MATTERS. Except as disclosed to the Lenders in
Schedule B:

      (a)   Environmental Laws, etc. Neither any property of any Credit Party
            nor the operations conducted thereon violate any applicable order of
            any court or Governmental Authority or Environmental Laws, which
            violation could reasonably be expected to result in remedial
            obligations having a Material Adverse Effect, assuming disclosure to
            the applicable Governmental Authority of

<PAGE>
                                      -44-

            all relevant facts, conditions and circumstances, if any, pertaining
            to the relevant property.

      (b)   Notices, Permits, etc. All notices, permits, licenses or similar
            authorizations, if any, required to be obtained or filed by any
            Credit Party in connection with the operation or use of any and all
            property of any Credit Party, including but not limited to past or
            present treatment, transportation, storage, disposal or release of
            Hazardous Materials into the environment, have been duly obtained or
            filed, except to the extent the failure to obtain or file such
            notices, permits, licenses or similar authorizations could not
            reasonably be expected to have a Material Adverse Effect, or which
            could not reasonably be expected to result in remedial obligations
            having a Material Adverse Effect, assuming disclosure to the
            applicable Governmental Authority of all relevant facts, conditions
            and circumstances, if any, pertaining to the relevant property.

      (c)   Hazardous Substances Carriers. To the knowledge of each of the
            Credit Parties, all Hazardous Materials generated at any and all
            property of any Credit Party have been treated, transported, stored
            and disposed of only in accordance with Environmental Law applicable
            to them, except to the extent the failure to have such Hazardous
            Materials transported, treated or disposed by such carriers could
            not reasonably be expected to have a Material Adverse Effect, and
            only at treatment, storage and disposal facilities maintaining valid
            permits under applicable Environmental Law, which carriers and
            facilities have been and are operating in compliance with such
            permits, except to the extent the failure to have such Hazardous
            Materials treated, transported, stored or disposed at such
            facilities, or the failure of such carriers or facilities to so
            operate, could not reasonably be expected to have a Material Adverse
            Effect or which could not reasonably be expected to result in
            remedial obligations having a Material Adverse Effect, assuming
            disclosure to the applicable Governmental Authority of all relevant
            facts, conditions and circumstances, if any, pertaining to the
            relevant property.

      (d)   Hazardous Materials Disposal. Each Credit Party has taken all
            reasonable steps necessary to determine and has determined that no
            Hazardous Materials have been disposed of or otherwise released and
            there has been no threatened release of any Hazardous Materials on
            or to any property of any Credit Party other than in compliance with
            Environmental Laws, except to the extent the failure to do so could
            not reasonably be expected to have a Material Adverse Effect or
            which could not reasonably be expected to result in remedial
            obligations having a Material Adverse Effect, assuming disclosure to
            the applicable Governmental Authority of all relevant facts,
            conditions and circumstances, if any, pertaining to the relevant
            property.

      (e)   No Contingent Liability. The Credit Parties have no material
            contingent liability in connection with any release or threatened
            release of any Hazardous Materials into the environment other than
            such contingent liabilities at any one time and from time to time
            which could not reasonably be expected to exceed the

<PAGE>
                                      -45-

            applicable insurance coverage and for which adequate reserves for
            the payment thereof as required by GAAP have been provided, or which
            could reasonably be expected to result in remedial obligations
            having a Material Adverse Effect, assuming disclosure to the
            applicable Governmental Authority of all relevant facts, conditions
            and circumstances, if any, pertaining to such release or threatened
            release.

The representations and warranties in this Section 3.17 do not extend to
transmitter sites or other real property in which any Credit Party has a
leasehold interest, except to the extent that anything referred to in this
Section 3.17 results from the act or omission of a Credit Party.

3.18        EMPLOYEE MATTERS. As at the Effective Date, no Credit Party, nor any
of their respective employees, is subject to any collective bargaining
agreement. There are no strikes, slowdowns, work stoppages or controversies
pending or, to the best knowledge of the Borrower, threatened against any Credit
Party, or their respective employees, which could reasonably be expected to
have, either individually or in the aggregate, a Material Adverse Effect. As at
the Effective Date, except as set forth in Schedule B, no Credit Party is
subject to an employment contract providing for a fixed term of employment
exceeding one year or providing for special payments on termination of
employment exceeding one year's salary.

3.19        FISCAL YEAR. The Fiscal Year of the Borrower ends on December 31 of
each calendar year, and the Borrower's Fiscal Quarters end on the last day of
each of March, June, September and December of each calendar year.

3.20        INTELLECTUAL PROPERTY RIGHTS. Each Credit Party is the registered
and beneficial owner of, with good and marketable title, free of all licences,
franchises and Liens other than Permitted Liens, to, or, alternatively, is a
permitted licencee of, all patents, patent applications, trade marks, trade mark
applications, trade names, service marks, copyrights, industrial designs, or
other rights with respect to the foregoing and other similar property, used in
or necessary for the present and planned future conduct of its business, without
any conflict with the rights of any other Person other than as listed on
Schedule B or other than for such conflicts as would not reasonably be expected
to have a Material Adverse Effect. All material patents, trade marks, trade
names, service marks, copyrights, industrial designs and other similar rights
owned or licenced by any Credit Party, and all rights of any Credit Party to the
use of any patents, trade marks, trade names, service marks, copyrights,
industrial designs or other similar rights, are described in Schedule B (it
being agreed that Schedule B excludes all such agreements which, if terminated,
could be promptly replaced on comparable terms). Except as set forth in Schedule
B, no material claim has been asserted and is pending by any Person with respect
to the use by any Credit Party of any intellectual property or challenging or
questioning the validity, enforceability or effectiveness of any intellectual
property necessary for the conduct of the business of any Credit Party. Except
as disclosed in Schedule B or except as would not reasonably be expected to have
a Material Adverse Effect, (i) each Credit Party has the exclusive right to use
the intellectual property which each Credit Party owns, and (ii) all
applications and registrations for such intellectual property are current.

3.21        INVESTMENT AND HOLDING COMPANY STATUS. No Credit Party is (a) an
"investment company" subject to regulation under the United States Investment
Company Act of

<PAGE>
                                      -46-

1940 or (b) a "holding company" as defined in, or subject to regulation under,
the United States Public Utility Holding Company Act of 1935. No Credit Party is
subject to the United States Employee Retirement Income Security Act of 1974, as
amended from time to time. No Credit Party is engaged in the business of
extending credit for the purpose of purchasing or carrying "margin stock".

3.22        PCS NETWORK OWNERSHIP. The Borrower owns or leases all material
assets (and is the holder of all Radiocom Licences) necessary in connection with
the operation of the PCS Network.

3.23        NO INDEBTEDNESS FOR BORROWED MONEY. As at the Effective Date, no
Credit Party has incurred any Indebtedness for borrowed money except
Indebtedness in favour of the Lenders as expressly provided for in this
Agreement and Indebtedness for borrowed money listed in Schedule B.

3.24        PERMITS, LICENCES, ETC. Each Credit Party possesses all
Authorizations as may be necessary to properly conduct the Business and operate
the Borrower's PCS Network. All of the material Authorizations as at the
Effective Date are set forth in Schedule B, are all in full force and effect,
and each Credit Party is in compliance therewith. All franchise, licence or
other fees and charges which have become due pursuant to any material
Authorization have been paid by the relevant Credit Party, and each Credit Party
has made appropriate provisions as is required by GAAP for any such fees and
charges which have accrued. The Radiocom Licences are valid and in full force
and effect without conditions except for the conditions contained in or referred
to in the Radiocom Licences. No event has occurred and is continuing which could
reasonably be expected to (i) result in the revocation, termination or adverse
modification of any Radiocom Licence or other material Authorization other than
at the request of the Parent or the Borrower and in respect of Radiocom Licences
which are not material to the Business, or (ii) materially and adversely affect
any right of any Credit Party under any Radiocom Licence or other material
Authorization other than at the request of the Parent or the Borrower and in
respect of Radiocom Licences which are not material to the Business. No Credit
Party has any reason to believe or has any knowledge that the Radiocom Licences
will not be renewed in the ordinary course, other than at the request of the
Parent or the Borrower and in respect of Radiocom Licences which are not
material to the Business.

3.25        SECURITY INTERESTS. Each of the Security Documents creates (or
continues the creation, as the case may be), as security for the obligations
purported to be secured thereby, subject to the provisions hereof and thereof, a
legal, valid and enforceable hypothec and/or security interest in all the
Collateral subject to such Security Document and each such Security Document
shall constitute, to the fullest extent possible under applicable Law and upon
completion of all required filings or actions, either (a) a fully published
and/or perfected Lien on, and security interest in, all of the Collateral
subject to such Security Document or (b) a floating charge, fixed charge,
hypothecation or security interest, as specified in the applicable Security
Document, with respect to all of the Collateral subject to such Security
Document, in each case in favour of the Collateral Agent or the "fonde de
pouvoir" (person holding an irrevocable power of attorney) appointed for the
benefit of the Lenders, and subject to no other Liens except Permitted Liens and
such additional Liens as may be expressly permitted under Section 6.2. The
grantor, pledgor or assignor, as the case may be, under each Security Document
has good title to

<PAGE>
                                      -47-

all Collateral subject thereto free and clear of all Liens other than Permitted
Liens and such additional Liens as may be expressly permitted under Section 6.2.

3.26        REGULATORY COMPLIANCE. The Parent, the Borrower and each other
Credit Party are in compliance with the Telecommunications Act (Canada) except
where the failure to do so could not reasonably be expected to result in a
Material Adverse Effect. To the knowledge of the Parent and the Borrower, there
is no investigation, notice of apparent liability, violation, forfeiture or
other order or complaint issued by or before the CRTC or Industry Canada, or of
any other proceedings of or before the CRTC or Industry Canada, affecting any
Credit Party which could reasonably be expected to have a Material Adverse
Effect. No event has occurred which (i) results in or reasonably could be
expected to result in, or after notice or lapse of time or both would result in
or reasonably could be expected to result in, revocation, suspension, adverse
modifications, non-renewal, impairment, restriction or termination of, or order
of forfeiture with respect to, any license in any respect which could reasonably
be expected to have a Material Adverse Effect or (ii) affects or could
reasonably be expected in the future to affect any of the rights of any Credit
Party under any license in any respect which could reasonably be expected to
have a Material Adverse Effect. The Parent, the Borrower and each other Credit
Party have duly filed in a timely manner all material filings, reports,
applications, documents, instruments and information required to be filed by it
under the Telecommunications Act (Canada), and all such filings were when made
true, correct and complete in all respects except where the failure to do so
could not reasonably be expected to result in a Material Adverse Effect.

3.27        BUDGET UPDATE. The updated budget provided by the Parent to the
Administrative Agent on January 26, 2004 has been reviewed and approved by the
board of directors of the Parent and, as of the Effective Date, continues to
represent the Parent's good faith estimate with respect to the matters
contemplated therein.

                                   ARTICLE 4
                                   CONDITIONS

4.1         CONDITIONS PRECEDENT TO EFFECTIVENESS OF AGREEMENT. This Agreement
shall not become effective until the date on which each of the following
conditions is satisfied (or waived in accordance with Section 9.2), which date
must be on or before March 31, 2004:

      (a)   Credit Agreement. The Administrative Agent (or its counsel) shall
            have received from each of the Parent and the Borrower a counterpart
            of this Agreement signed on behalf of each of the Parent and the
            Borrower and the Administrative Agent shall have delivered to the
            Borrower (or its counsel) a counterpart of this Agreement signed on
            behalf of the Administrative Agent and the Lenders.

      (b)   Representations and Warranties. All representations and warranties
            made hereunder and in the other Financing Documents shall be true
            and correct as if made on the Effective Date.

      (c)   No Default or Event of Default. No Default or Event of Default shall
            have occurred and be continuing after giving effect to the Loans to
            be outstanding on the Effective Date.

<PAGE>
                                      -48-

      (d)   Due Authorization. The Administrative Agent shall have received such
            documents and certificates as the Administrative Agent or its
            counsel may reasonably request relating to the organization,
            existence and good standing of each Credit Party, the authorization
            of the Transactions and any other legal matters relating to the
            Credit Parties, the Financing Documents or the Transactions, all in
            form and substance satisfactory to the Administrative Agent and its
            counsel.

      (e)   Fees. The Administrative Agent shall have received all fees and
            other amounts due and payable on or prior to the Effective Date,
            including, to the extent invoiced, reimbursement or payment of all
            reasonable out-of-pocket expenses (including reasonable fees,
            charges and disbursements of counsel) incurred in connection with
            any of the Financing Documents and the Transactions, including
            perfecting Liens on any Collateral.

      (f)   Legal Opinion. The Administrative Agent shall have received a
            favourable written opinion (addressed to the Administrative Agent
            and the Lenders and dated the Effective Date) of Stikeman Elliott
            LLP, Canadian counsel to the Borrower and the Parent covering such
            matters relating to the Credit Parties, this Agreement or the
            Transactions as the Lenders shall reasonably request, and opinions
            of such other special and local counsel as may be required by the
            Administrative Agent and its counsel.

      (g)   Satisfaction of Collateral and Guarantee Requirement. The Collateral
            and Guarantee Requirement shall have been satisfied and the
            Administrative Agent shall have received a completed Perfection
            Certificate dated the date hereof and signed by a Responsible
            Officer of the Parent and its general counsel, together with all
            attachments contemplated thereby.

      (h)   Books and Records. The Administrative Agent shall have had an
            opportunity, if it so chooses, to examine the books of account and
            other records and files of any Credit Party and to make copies
            thereof, and the results of such examination shall have been
            satisfactory to the Administrative Agent in all respects.

      (i)   Insurance. The Administrative Agent shall have received evidence
            satisfactory to the Administrative Agent that the insurance required
            by Section 5.10 and each of the Security Documents is in effect.

      (j)   Business Plan. The Lenders shall have received an eight year
            business plan of the Borrower, satisfactory in form, scope and
            substance to the Administrative Agent.

      (k)   Consents and Approvals. All consents and approvals required to be
            obtained from any Governmental Authority or other Person in
            connection with the Transactions shall have been obtained, and all
            applicable waiting periods and appeal periods shall have expired, in
            each case without the imposition of any burdensome conditions.

<PAGE>
                                      -49-

      (l)   Satisfaction of Administrative Agent. All proceedings taken in
            connection with the execution of this Agreement, all other Financing
            Documents and all documents and papers relating thereto shall be
            satisfactory in form, scope, and substance to the Administrative
            Agent.

      (m)   Indebtedness. After giving effect to the Transactions, no Credit
            Party shall have outstanding any shares of preferred stock or any
            Indebtedness, other than (i) the obligations created hereunder and
            (ii) the Indebtedness and preferred stock described in Schedule B.

      (n)   Initial Credit Rating. The Loans shall have received an indicative
            credit rating of at least "CCC" by Standard & Poor's Corporation,
            and "Caa2" from Moody's, in each case without a negative outlook.

      (o)   Execution of Financing Documents. The other Financing Documents and
            all instruments and documents hereunder and thereunder shall have
            been duly executed and delivered to the Administrative Agent, in
            form and substance satisfactory to the Administrative Agent,
            together with any and all other documents and instruments as may
            have been reasonably requested by the Administrative Agent.

      (p)   Execution and Delivery of Documentation. Without limiting the
            generality of the items described above, each of the Credit Parties
            shall have delivered or caused to be delivered to the Administrative
            Agent (in form and substance reasonably satisfactory to the
            Administrative Agent), the financial statements, instruments,
            resolutions, documents, agreements, mortgages, title reports,
            certificates, opinions and other items as may have been requested by
            the Administrative Agent.

      (q)   Other Financing. The Tranche A Exit Facility Agreement, as amended
            and restated, and the Tranche B-Term Loan A Credit Agreement shall
            have been executed and delivered by the parties thereto, in form and
            substance satisfactory to the Administrative Agent, and all
            conditions thereunder shall have been satisfied or waived.

      (r)   Refinancing. The Amendment and Restatement Agreement shall have been
            executed and delivered and the Tranche B Debt outstanding shall have
            been refinanced by the Tranche B Debt represented by the Loans
            hereunder and the Tranche B-Term Loan A Loans. The Tranche C Loans
            shall be repaid in full and the Tranche C Credit Agreement shall be
            terminated concurrently with the effectiveness of this Agreement.

                                   ARTICLE 5
                              AFFIRMATIVE COVENANTS

            The Borrower and the Parent jointly and severally covenant and agree
with the Lenders that from (and including) the Effective Date until the
principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full:

<PAGE>
                                      -50-

5.1         FINANCIAL STATEMENTS AND OTHER INFORMATION. The Parent or the
Borrower (as applicable) will furnish to the Administrative Agent with copies
for each Lender:

                  (i)   within 120 days after the end of each Fiscal Year of the
                        Parent, the Parent's audited consolidated and
                        unconsolidated balance sheets and related statements of
                        income, retained earnings and changes in financial
                        position as of the end of and for such Fiscal Year,
                        setting forth in each case in comparative form the
                        figures for the previous Fiscal Year, all reported on by
                        Ernst & Young LLP or other independent auditors of
                        recognized national standing (without a "going concern"
                        or like qualification or exception and without any
                        qualification or exception as to the scope of such
                        audit) to the effect that such consolidated and
                        unconsolidated financial statements present fairly in
                        all material respects the financial condition and
                        results of operations of the Parent and its consolidated
                        subsidiaries on a consolidated and unconsolidated basis
                        in accordance with GAAP consistently applied;

                  (ii)  within 120 days after the end of each Fiscal Year of the
                        Borrower, the Borrower's audited consolidated and
                        unconsolidated balance sheet and related statements of
                        income, retained earnings and changes in financial
                        position as of the end of and for such Fiscal Year,
                        setting forth in each case in comparative form the
                        figures for the previous Fiscal Year, all reported on by
                        Ernst & Young LLP or other independent auditors of
                        recognized national standing (without any qualification
                        or exception as to the scope of such audit) to the
                        effect that such consolidated and unconsolidated
                        financial statements present fairly in all material
                        respects the financial condition and results of
                        operations of the Borrower and its consolidated
                        subsidiaries, if any, on a consolidated and
                        unconsolidated basis in accordance with GAAP
                        consistently applied;

                  (iii) within 120 days after the end of each Fiscal Year of
                        each Unrestricted Subsidiary and each Credit Party other
                        than the Parent and the Borrower, each such Unrestricted
                        Subsidiary's or Credit Party's audited unconsolidated
                        balance sheet and related statements of income, retained
                        earnings and changes in financial position as of the end
                        of and for such Fiscal Year, setting forth in each case
                        in comparative form the figures for the previous Fiscal
                        Year, all reported on by Ernst & Young LLP or other
                        independent auditors of recognized national standing
                        (without any qualification or exception as to the scope
                        of such audit) to the effect that such unconsolidated
                        financial statements present

<PAGE>
                                      -51-

                        fairly in all material respects the financial condition
                        and results of operations of such Unrestricted
                        Subsidiary or Credit Party, as applicable, on an
                        unconsolidated basis in accordance with GAAP
                        consistently applied;

                  (iv)  if requested by the Administrative Agent, within 120
                        days after the end of each Fiscal Year of the Parent,
                        the Credit Parties' audited combined and consolidated
                        balance sheet and related statements of income, retained
                        earnings and changes in financial position as of the end
                        of and for such Fiscal Year, setting forth in each case
                        in comparative form the figures for the previous Fiscal
                        Year, all reported on by Ernst & Young LLP or other
                        independent auditors of recognized national standing
                        (without a "going concern" or like qualification or
                        exception and without any qualification or exception as
                        to the scope of such audit) to the effect that such
                        combined and consolidated financial statements present
                        fairly in all material respects the financial condition
                        and results of operations of the Credit Parties on a
                        combined and consolidated basis in accordance with GAAP
                        consistently applied;

                  (v)   within 60 days after the end of each of the first three
                        Fiscal Quarters of each Fiscal Year of the Parent, the
                        Parent's unaudited consolidated balance sheet and
                        related statements of income, retained earnings and
                        changes in financial position as of the end of and for
                        such Fiscal Quarter and the then elapsed portion of the
                        Fiscal Year which includes such Fiscal Quarter, setting
                        forth in each case in comparative form (a) the figures
                        for the corresponding period or periods of (or, in the
                        case of the balance sheet, as of the end of) the
                        previous Fiscal Year, and (b) the actual figures for
                        year-to-date versus the budgeted figures set out in the
                        annual budget delivered pursuant to Section 5.1(xvi),
                        all certified by a Financial Officer of the Parent as
                        presenting fairly in all material respects the financial
                        condition and results of operations of the Parent and
                        its subsidiaries on a consolidated basis in accordance
                        with GAAP consistently applied, subject to the absence
                        of notes and normal year-end audit adjustments;

                  (vi)  within 60 days after the end of each of the first three
                        Fiscal Quarters of each Fiscal Year of the Borrower, the
                        Borrower's unaudited consolidated balance sheet and
                        related statements of income, retained earnings and
                        changes in financial position as of the end of and for
                        such Fiscal Quarter and the then elapsed portion of the
                        Fiscal Year which includes such Fiscal Quarter, setting
                        forth in each case in comparative form (a) the figures
                        for
<PAGE>

                                      -52-

                  the corresponding period or periods of (or, in the case of the
                  balance sheet, as of the end of) the previous Fiscal Year, and
                  (b) the actual figures for year-to-date versus the budgeted
                  figures set out in the annual budget delivered pursuant to
                  Section 5.1(xvi), all certified by a Financial Officer as
                  presenting fairly in all material respects the financial
                  condition and results of operations of the Borrower and its
                  subsidiaries, if any, on a consolidated basis in accordance
                  with GAAP consistently applied, subject to normal year-end
                  audit adjustments;

            (vii) within 60 days after the end of each Fiscal Quarter of each
                  Fiscal Year of the Parent, the Credit Parties' unaudited
                  consolidated balance sheet and related statements of income,
                  retained earnings and changes in financial position as of the
                  end of and for such Fiscal Quarter and the then elapsed
                  portion of the Fiscal Year which includes such Fiscal Quarter,
                  setting forth in each case in comparative form (a) the figures
                  for the corresponding period or periods of (or, in the case of
                  the balance sheet, as of the end of) the previous Fiscal Year,
                  and (b) the actual figures for year-to-date versus the
                  budgeted figures set out in the annual budget delivered
                  pursuant to Section 5.1(xvi), all certified by a Financial
                  Officer as presenting fairly in all material respects the
                  financial condition and results of operations of the Credit
                  Parties on a consolidated basis in accordance with GAAP
                  consistently applied, subject to normal year-end audit
                  adjustments;

            (viii) concurrently with the financial statements required pursuant
                  to Sections 5.1(i), (ii), (iii), (iv), (v), (vi), and (vii)
                  above, a certificate, signed by a Financial Officer, (a)
                  stating that a review of such financial statements during the
                  period covered thereby and of the activities of each Credit
                  Party has been made under such Financial Officer's supervision
                  with a view to determining whether each Credit Party has
                  fulfilled all of its obligations under this Agreement and the
                  other Financing Documents; (b) stating that each Credit Party
                  has fulfilled its obligations under this Agreement and the
                  other Financing Documents and that all representations made in
                  this Agreement continue to be true and correct as if made on
                  the date of such certification (or specifying the nature of
                  any change), except where such representation or warranty
                  refers to a different date, or, if there shall be a Default or
                  Event of Default, specifying the nature and status thereof and
                  the relevant Credit Party's proposed response thereto; (c)
                  demonstrating in reasonable detail compliance (including
                  showing all material calculations)
<PAGE>
                                      -53-

                  as at the end of the most recently completed Fiscal Year or
                  the most recently completed Fiscal Quarter with the financial
                  covenants in Section 5.13 and including a description by
                  category (utilizing the same categories as are used by the
                  Borrower in internal financial reports) of any permitted
                  dispositions and acquisitions and any Capital Expenditures
                  made by the Borrower or any other Credit Party as of the end
                  of the most recently-completed Fiscal Year, and (d) containing
                  or accompanied by such financial or other details, information
                  and material as the Administrative Agent may reasonably
                  request to evidence such compliance;

            (ix)  copies of each management letter issued to each Credit Party
                  by such accountants promptly following consideration or review
                  thereof by the board of directors of each Credit Party, or any
                  committee thereof (together with any response thereto prepared
                  by any Credit Party);

            (x)   promptly after the same become publicly available, copies of
                  all periodic reports, proxy statements and other similar
                  materials filed by any Credit Party with any securities
                  commission, stock exchange or similar entity, and all
                  materials distributed out of the ordinary course by the Parent
                  to its shareholders and which relate to matters in which any
                  Lender or the Administrative Agent, in such capacities, can
                  reasonably be expected to have an interest;

            (xi)  within a reasonable time after a request by the Administrative
                  Agent, additional title information in form and substance
                  acceptable to the Administrative Agent as is reasonably
                  necessary covering the Collateral so that the Lenders shall
                  have received, together with the title information previously
                  received by the Lenders, satisfactory title information
                  covering all of the Collateral;

            (xii) promptly after the Parent or the Borrower learns of the
                  receipt or occurrence of any of the following, a certificate
                  signed by a Responsible Officer, specifying (a) any official
                  notice of any violation, possible violation, non-compliance or
                  possible non-compliance, or claim made by any Governmental
                  Authority pertaining to all or any part of the properties of
                  any Credit Party which could reasonably be expected to have a
                  Material Adverse Effect; (b) any event which constitutes a
                  Default or Event of Default, together with a detailed
                  statement specifying the nature thereof and the steps being
                  taken to cure such Default or Event of Default; (c) the
                  creation, dissolution, merger or acquisition of any
                  Subsidiary; (d) any event or condition not previously
<PAGE>
                                      -54-

                  disclosed to the Administrative Agent, which violates any
                  Environmental Law and which may reasonably be expected to have
                  a Material Adverse Effect; (e) any material amendment to,
                  revocation or termination prior to scheduled expiry of, or
                  material default under, a Material Contract or any execution
                  of, or material amendment to, termination prior to scheduled
                  expiry or revocation of, or material default under, any
                  material collective bargaining agreement; and (f) any event,
                  development or condition which may reasonably be expected to
                  have a Material Adverse Effect;

            (xiii) promptly after the occurrence thereof, notice of the
                  institution of or any material adverse development in any
                  action, suit or proceeding or any governmental investigation
                  or any arbitration, before any court or arbitrator or any
                  governmental or administrative body, agency or official
                  against any Credit Party or any material property of any
                  Credit Party which could reasonably be expected to have a
                  Material Adverse Effect;

            (xiv) promptly after the filing thereof with any Governmental
                  Authority (if requested by the Administrative Agent), copies
                  of each annual and other report (including applicable
                  schedules) with respect to each Pension Plan, if any, of any
                  Credit Party or any trust created thereunder;

            (xv)  upon request by the Administrative Agent, a summary of the
                  insurance coverages of each Credit Party in form and substance
                  reasonably satisfactory to the Administrative Agent; upon
                  renewal of any insurance policy, a copy of an insurance
                  certificate summarizing the terms of such policy; and upon
                  request by the Administrative Agent, copies of the applicable
                  policies;

            (xvi) on or before the 60th day after the end of each Fiscal Year,
                  an annual budget of the Parent, reviewed by the board of
                  directors of the Parent, setting forth in reasonable detail
                  the consolidated projected revenues and expenses of the Parent
                  for the following Fiscal Year, it being recognized by the
                  Lenders that projections as to future results are not to be
                  viewed as fact and that the actual results for the period or
                  periods covered by such projections may differ from the
                  projected results;

            (xvii) on or before the 90th day after the end of each Fiscal Year
                  ending on or after December 31, 2003, the Borrower's
                  calculation of "Excess Cash Flow" (as defined in the
                  Intercreditor Agreement) for the Fiscal Year then ended;
<PAGE>
                                      -55-

            (xviii) promptly following any request therefor, such other
                  information regarding the operations, business affairs and
                  financial condition of each Credit Party and each Unrestricted
                  Subsidiary, or compliance with the terms of this Agreement, as
                  the Administrative Agent or any Lender may reasonably request;

            (xix) within 60 days after the end of each Fiscal Quarter, a
                  certificate of a Financial Officer of the Borrower, certifying
                  as to (a) total number of Subscribers of the Borrower as at
                  the end of such Fiscal Quarter and net additional Subscribers
                  during such Fiscal Quarter, and (b) the Subscriber churn
                  ratios of the Borrower in respect of such Fiscal Quarter;

            (xx)  written notice promptly, and in any event within five Business
                  Days, after any Credit Party becomes aware of the initiation
                  of any proceeding by any Governmental Authority having
                  jurisdiction over any Credit Party which could result in the
                  expiration without renewal, termination, revocation,
                  suspension, modification or impairment of any Radiocom Licence
                  or other Authorization where the same could reasonably be
                  expected to cause a Material Adverse Effect;

            (xxi) written notice promptly, and in any event within five Business
                  Days, after any Credit Party becomes aware of any proceeding
                  or Law affecting the operation of the Business, the Radiocom
                  Licences or any other Authorization which has been enacted or
                  adopted or which will shortly be enacted or adopted and which
                  could reasonably be expected to have a Material Adverse
                  Effect;

            (xxii) prompt written notice of any Swap Agreement entered into by
                  the Borrower or any other Credit Party or any amendment or
                  termination thereof, together with all details relating
                  thereto reasonably requested by the Administrative Agent
                  (including, without limitation, its effective date, notional
                  amount, currency, applicable rate, amortization and maturity
                  date and such other information as may be reasonably requested
                  by the Administrative Agent to verify on a continuing basis
                  the mark-to-market exposure of the Credit Parties under all
                  Swap Agreements);

            (xxiii) prompt written notice of any collective bargaining agreement
                  to which any Credit Party becomes a party;

            (xxiv) all environmental site assessments or other
                  environment-related materials in the possession of any Credit
                  Party relating to properties owned or leased by a Credit Party
                  which have not been previously provided to the Administrative
                  Agent;

<PAGE>
                                      -56-

            (xxv) prompt written notice of any change in the name of any Credit
                  Party and of any change in the location of the chief executive
                  office of any Credit Party and of any material change in any
                  other information on Schedule B necessary to ensure the
                  accuracy at all times of the representations and warranties
                  set out in Section 3.25;

            (xxvi) promptly after the Parent or the Borrower learns of the
                  occurrence thereof, written notice of any material default
                  under any lease (including any sublease) relating to a switch
                  site used in the Business, including any payment default
                  thereunder; and

            (xxvii) prompt written notice of any material event with respect to
                  any Unrestricted Subsidiary, including any Investment by any
                  Person in an Unrestricted Subsidiary.

5.2         EXISTENCE; CONDUCT OF BUSINESS. Each Credit Party will do or cause
to be done all things necessary to preserve, renew and keep in full force and
effect its legal existence (subject only to Section 6.3), and except to the
extent that the failure to do so could not reasonably be expected to result in a
Material Adverse Effect, obtain, preserve, renew and keep in full force and
effect any and all rights, licenses, permits, privileges and franchises material
to the conduct of its business.

5.3         PAYMENT OF OBLIGATIONS. Each Credit Party will pay its obligations,
including Tax liabilities, that, if not paid, could result in a Material Adverse
Effect before the same shall become delinquent or in default, except where (a)
the validity or amount thereof is being contested in good faith by appropriate
proceedings, (b) such Credit Party has set aside on its books adequate reserves
with respect thereto in accordance with GAAP, and (c) the failure to make
payment pending such contest could not reasonably be expected to result in a
Material Adverse Effect.

5.4         MAINTENANCE OF PROPERTIES. Each Credit Party will keep and maintain
all property material to the conduct of its business in good working order and
condition, ordinary wear and tear excepted, except to the extent that the
failure to do so could not reasonably be expected to have a Material Adverse
Effect.

5.5         MAINTENANCE OF AUTHORIZATIONS. Each Credit Party will maintain and
keep in full force and effect all Authorizations necessary to operate the PCS
Network and otherwise carry on the Business.

5.6         BOOKS AND RECORDS; INSPECTION RIGHTS. Each Credit Party will keep
proper books of record and account in which full, true and correct entries are
made of all dealings and transactions in relation to its business and
activities. Each Credit Party will maintain its billing, accounting and software
systems at a level sufficient to enable it to conduct the Business. Each Credit
Party will permit any representatives designated by the Administrative Agent or
any Lender, upon reasonable prior notice and during normal business hours, to
visit and inspect its properties, to examine and make extracts from its books
and records, and to discuss its affairs,
<PAGE>
                                      -57-

finances and condition with its officers and independent accountants, all at
such reasonable times and as often as reasonably requested (it being agreed that
the aforementioned notice requirements and normal business hour restrictions
shall not be applicable after the occurrence and continuation of a Default or an
Event of Default, and after a Default or an Event of Default an individual
Lender may designate its own representative to perform any such tasks); provided
that, prior to a Default or an Event of Default, (i) any representative of a
Lender who is not an employee of that Lender has established to the reasonable
satisfaction of the Borrower and the Lenders that there is no inherent conflict
of interest between the business and clientele of the Credit Parties and the
business and clientele (other than the Lenders) of that representative, and (ii)
the Lenders and their representatives shall not be entitled to take copies of
(but may nevertheless examine) any portion of the books, accounts and records of
the Credit Parties if allowing such copies to be taken would result in any
Credit Party being in breach of any contractual or other legally binding
obligation of confidentiality. All information provided or obtained pursuant to
this Section 5.6 is subject to Section 9.12.

5.7         COMPLIANCE WITH LAWS AND MATERIAL CONTRACTS. Each Credit Party will
comply with all Laws and orders of any Governmental Authority applicable to it
or its property and with all of its material contractual obligations, except
where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

5.8         USE OF PROCEEDS. The proceeds of the Loans shall be used by the
Borrower solely to refinance the existing Tranche B Debt outstanding pursuant to
the Original Tranche B Credit Agreement and to repay the Tranche C Loans, with
the balance to be available to finance the working capital needs of the Borrower
in the ordinary course of business and for general corporate purposes, including
to assist the Borrower in implementing its capital expenditure plan and its
operating plan.

5.9         FURTHER ASSURANCES. The Borrower will, and will cause each other
Credit Party to, cure promptly any defects in the execution and delivery of the
Financing Documents, including this Agreement. Upon request, the Borrower will,
at its expense, as promptly as practical, execute and deliver to the
Administrative Agent, all such other and further documents, agreements and
instruments (and cause each other Credit Party to take such action) in
compliance with or performance of the covenants and agreements of the Borrower
or any other Credit Party in any of the Financing Documents, including this
Agreement, or to further evidence and more fully describe the Collateral, or to
correct any omissions in any of the Financing Documents, or more fully to state
the security obligations set out herein or in any of the Financing Documents, or
to publish, perfect, protect or preserve any Liens created pursuant to any of
the Financing Documents, or to make any recordings, to file any notices, or
obtain any consents, all as may be necessary or appropriate in connection
therewith.

5.10        INSURANCE. The Parent and the Borrower will, and will cause each
other Credit Party to, maintain or cause to be maintained, with financially
sound and reputable insurers, insurance with respect to their respective
properties and business against such liabilities, casualties, risks and
contingencies and in such types (including business interruption insurance) and
amounts as is customary in the case of Persons engaged in the same or similar
businesses and similarly situated and in accordance with any requirement of any
Governmental Authority. In the case of any fire, accident or other casualty
causing loss or damage to any properties of the

<PAGE>
                                      -58-

Borrower used in generating cash flow or required by applicable Law, all
proceeds of such policies shall be used promptly to repair or replace any such
damaged properties, and otherwise shall be used as directed by the
Administrative Agent (i) to repair or replace the damaged property, or (ii) to
prepay the Loans or to make other payments in accordance with the Intercreditor
Agreement. The Borrower will obtain endorsements to the policies pertaining to
all physical properties in which the Collateral Agent or the Lenders shall have
a Lien under the Financing Documents, naming the Collateral Agent as a loss
payee, and containing provisions that such policies will not be cancelled
without 15 days prior written notice having been given by the insurance company
to the Administrative Agent.

5.11        OPERATION AND MAINTENANCE OF PROPERTY. The Parent and the Borrower
will, and will cause each other Credit Party to, manage and operate its business
or cause its business to be managed and operated (i) in accordance with prudent
industry practice in all material respects and in compliance in all material
respects with the terms and provisions of all applicable licenses, leases,
contracts and agreements, and (ii) in compliance with all applicable Laws of the
jurisdiction in which such businesses are carried on, and all applicable Laws of
every other Governmental Authority from time to time constituted to regulate the
ownership, management and operation of such businesses, except where a failure
to so manage and operate could not reasonably be expected to have a Material
Adverse Effect.

5.12        ADDITIONAL SUBSIDIARIES; ADDITIONAL LIENS. If any additional
Subsidiary is formed or acquired after the Effective Date (each such Subsidiary,
an "Additional Subsidiary"), the Parent and the Borrower will, within three
Business Days after such Subsidiary is formed or acquired, notify the
Administrative Agent thereof and promptly cause the Collateral and Guarantee
Requirement to be satisfied with respect to such Subsidiary and with respect to
any Equity Securities in or Indebtedness of such Subsidiary owned by or on
behalf of any Credit Party; provided that (i) any action otherwise necessary to
satisfy the Collateral and Guarantee Requirement that is prohibited by
applicable Law and not legally capable of being taken without the appropriate
consents of Governmental Authorities need not be taken and (ii) in the event any
consent or approval of a Governmental Authority necessary to satisfy the
Collateral and Guarantee Requirement cannot reasonably be obtained within 90
days after such Additional Subsidiary is acquired or formed, the Parent and the
Borrower shall, so long as they exercise commercially reasonable efforts to
obtain such consent or approval from the time such Additional Subsidiary is
acquired or formed, have an additional period of time, not to exceed 30 days
after such acquisition or formation, to obtain such consent or approval.

5.13        FINANCIAL COVENANTS. Commencing September 30, 2004, the Credit
Parties will maintain a Leverage Ratio of 6:1. In addition, if the Parent or the
Borrower issues Subordinated Debt following the Effective Date, then subsequent
to the receipt by the Borrower or Parent of the proceeds of such issuance, the
Credit Parties will maintain a Leverage Ratio of 7:1. Each such ratio shall be
calculated on a consolidated basis, except that such calculations shall not
include amounts in respect of Unrestricted Subsidiaries.

5.14        BANK ACCOUNTS. All bank accounts and other investment accounts of
the Credit Parties shall be maintained in Canada with a Lender, a Tranche A
Lender, a Tranche B-Term Loan A Lender or with a financial institution which has
confirmed in writing to the Administrative Agent that such financial institution
will not have a credit relationship with the

<PAGE>
                                      -59-

Credit Parties and will not exercise any right of set-off or other similar right
against the assets in any such account.

                                   ARTICLE 6
                               NEGATIVE COVENANTS

            From (and including) the Effective Date until the principal of and
interest on each Loan and all fees payable hereunder shall have been paid in
full, the Borrower covenants and agrees with the Lenders that:

6.1         INDEBTEDNESS. The Borrower will not, and will not permit any Credit
Party to, create, incur, assume or permit to exist any Indebtedness, except:

      (a)   any Indebtedness created hereunder;

      (b)   any Indebtedness created under the Tranche A Exit Facility
            Agreement;

      (c)   any Indebtedness created under the Tranche B - Term Loan A Credit
            Agreement, the First Notes or the Second Notes;

      (d)   Indebtedness existing on the date hereof and set forth in Schedule B
            and any extensions, renewals or replacements of any such
            Indebtedness so long as the terms and conditions of any such
            extension, renewal or replacement do not impose on any Credit Party
            any terms or conditions which are more onerous than the terms and
            conditions of the Indebtedness being extended, renewed or replaced
            except for changes in pricing resulting solely from changes in
            market conditions generally;

      (e)   any Indebtedness of the Borrower to any other Credit Party and of
            any other Credit Party to the Borrower or any other Credit Party
            (provided that any Indebtedness of the Parent to any other Credit
            Party is only permitted to the extent that it was incurred to pay
            expenses of the Parent in its ordinary course of business);

      (f)   any Guarantee by any other Credit Party of Indebtedness of the
            Borrower or any other Credit Party;

      (g)   any Indebtedness of any Credit Party incurred to finance the
            acquisition, construction or improvement of any fixed or capital
            assets, including Indebtedness secured by Purchase Money Liens and
            Capital Lease Obligations and any Indebtedness assumed in connection
            with the acquisition of any such assets or secured by a Lien on any
            such assets prior to the acquisition thereof, and extensions,
            renewals and replacements of any such Indebtedness that do not
            increase the outstanding principal amount thereof, provided that (i)
            such Indebtedness is incurred prior to or within 30 days after such
            acquisition or the completion of such construction or improvement
            and (ii) the aggregate principal

<PAGE>
                                      -60-

            amount of Indebtedness permitted by this clause (g) shall not exceed
            Cdn.$10,000,000 at any time outstanding;

      (h)   any Indebtedness in respect of sight trade letters of credit in an
            aggregate amount not exceeding Cdn.$10,000,000;

      (i)   any Indebtedness in respect of judgments against any Credit Party
            that the Borrower has determined in good faith will be (and which
            are) stayed or discharged within 45 days of the rendering thereof;

      (j)   any Indebtedness in respect of Swap Agreements not prohibited by the
            Tranche B-Term Loan A Credit Agreement;

      (k)   other unsecured Indebtedness of the Borrower in an aggregate
            principal amount not exceeding Cdn.$20,000,000 at any time;

      (l)   any Permitted Subordinated Refinancing Debt;

      (m)   any Indebtedness in an aggregate amount not exceeding
            Cdn.$250,000,000 (or the U.S.$ Equivalent thereof) consisting of
            Subordinated Debt (provided that if such Subordinated Debt is issued
            by the Parent, the Net Proceeds thereof shall be immediately
            invested in Equity Securities of the Borrower, and further provided
            that upon the incurrence of such Indebtedness, the Credit Parties
            will remain in compliance with Section 5.13, on a pro forma basis
            giving effect to the issuance of said Indebtedness);

      (n)   any Indebtedness incurred following the repayment or refinancing in
            full of the Tranche B-Term Loan A Loans or the Tranche A Exit
            Facility Loans, provided that upon the incurrence of such
            Indebtedness, the Credit Parties would have a Senior Leverage Ratio
            of not greater than 2.5:1 and an Interest Coverage Ratio of not less
            than 2:1, in each case on a pro forma basis after giving effect to
            the incurrence of new Indebtedness (it being understood that any
            such Indebtedness may, at the discretion of the Borrower, rank in
            priority to the Indebtedness hereunder);

      (o)   any unsecured Indebtedness, provided that upon the incurrence of
            such Indebtedness, the Credit Parties would have an Interest
            Coverage Ratio of not less than 2:1, on a pro forma basis after
            giving effect to the incurrence of new Indebtedness; and

      (p)   any other Indebtedness consented to by the Required Lenders.

6.2         LIENS. The Parent and the Borrower will not, and will not permit any
other Credit Party to, create, incur, assume or permit to exist any Lien on any
property or asset now owned or hereafter acquired by the Parent, the Borrower or
any other Credit Party, or assign or sell any income or revenues (including
accounts receivable) or rights in respect of any thereof, except Permitted Liens
and those Liens set out in Schedule B.

<PAGE>
                                      -61-

6.3         FUNDAMENTAL CHANGES. The Parent and the Borrower will not, and will
not permit any Credit Party to, merge into or amalgamate or consolidate with any
other Person, or permit any other Person to merge into or amalgamate or
consolidate with it, or sell, transfer, lease or otherwise dispose of (in one
transaction or in a series of transactions) all or substantially all of its
assets, or all or any of the Equity Securities of any of the Subsidiaries (in
each case, whether now owned or hereafter acquired), or liquidate or dissolve,
except that, if at the time thereof and immediately after giving effect thereto
no Default shall have occurred and be continuing, (i) any Subsidiary may
amalgamate with the Borrower, (ii) any Subsidiary may amalgamate with any OTHER
Subsidiary, (iii) any Subsidiary may sell, transfer, lease or otherwise dispose
of its assets to the Borrower or to another Subsidiary, (iv) any Subsidiary may
liquidate or dissolve into the Borrower or another Credit Party if the Borrower
determines in good faith that such liquidation or dissolution is in the best
interests of the Borrower and the Administrative Agent determines that such
liquidation or dissolution is not disadvantageous to the Lenders, and (v) the
Pre-Filing Parent may wind-up into the Parent and be dissolved; provided that
any amalgamation or winding-up pursuant to Sections 6.3(i), (ii) or (v) shall
not be permitted unless the amalgamated corporation or the Parent confirms to
the Administrative Agent in writing that the amalgamated corporation or the
Parent is liable, by operation of Law or otherwise, for the obligations of the
Borrower or the relevant amalgamating or wound-up corporation under this
Agreement. The Borrower will not, and will not permit any Credit Party to,
engage to any material extent in any material business other than the Business.

6.4         INVESTMENTS, LOANS, ADVANCES, AND GUARANTEES . The Parent and the
Borrower will not, and will not permit any Credit Party to, purchase, hold or
acquire (including pursuant to any amalgamation with any Person that was not a
wholly-owned subsidiary prior to such amalgamation) any Equity Securities,
evidences of Indebtedness or other securities (including any option, warrant or
other right to acquire any of the foregoing) of, make or permit to exist any
loans or advances to, provide any Guarantee of any obligations of, or make or
permit to exist any Investment or any other interest in, any other Person, or
purchase or otherwise acquire (in one transaction or a series of transactions)
any assets of any other Person, except:

      (a)   Investments by a Credit Party in the Equity Securities of any other
            Credit Party, except the Parent;

      (b)   loans or advances made by the Parent to the Borrower or any
            Subsidiary, by the Borrower to any Subsidiary, or made by any
            Subsidiary to the Borrower or any other Subsidiary;

      (c)   loans or advances made by the Borrower or any Subsidiary to the
            Parent to pay expenses of the Parent incurred in its ordinary course
            of business;

      (d)   Guarantees constituting Indebtedness permitted by Section 6.1;

      (e)   Investments in Unrestricted Subsidiaries held by the Credit Parties
            on the Effective Date and further Investments of up to
            Cdn.$25,000,000 in Inukshuk Internet Inc. which may only be made
            from the Net Proceeds received by the Parent from the issuance of
            Equity Securities by the Parent following the Effective Date ("New
            Equity Proceeds") provided that as at the time of such

<PAGE>
                                      -62-

            Investment (i) no First Preferred Shares or Second Preferred Shares
            remain outstanding, (ii) the Parent has invested at least
            Cdn.$100,000,000 from the New Equity Proceeds in Equity Securities
            of the Borrower and (iii) the Leverage Ratio is less than 4:1 or the
            Investment is made from the New Equity Proceeds in excess of such
            Cdn.$100,000,000 invested pursuant to clause (ii);

      (f)   Permitted Investments;

      (g)   an amount of Cdn.$400,000 in the aggregate of Investments in other
            Persons involved in the same industry as the Business in order to
            allow the Credit Parties to participate in activities related to the
            Business; and

      (h)   the existing Investments made by the Credit Parties and listed in
            Schedule "B" hereto.

For greater certainty, except as set forth in Section 6.4(e), the Credit Parties
will not make any further Investment in any Unrestricted Subsidiary after the
Effective Date.

Notwithstanding the foregoing, the Credit Parties shall be permitted to make
Investments which would otherwise not be permitted under this Section 6.4 if, at
the time the Credit Party makes such Investment (i) no Default shall have
occurred and be continuing (or would result therefrom), (ii) after making the
Investment, the Borrower would be in compliance with its financial covenants in
Section 5.13, on a pro forma basis, and (iii) the aggregate amount of such
Investment, all other Investments made pursuant to this clause and all
Restricted Payments made pursuant to the last clause of Section 6.5 declared or
made subsequent to the Effective Date would not exceed the sum of (A) 50% of
Consolidated Net Income for the period (treated as one accounting period) from
the first day of the Fiscal Quarter in which the Effective Date occurs to the
end of the most recent Fiscal Quarter ending prior to the date of such
Investment for which financial statements have been delivered to the
Administrative Agent pursuant to Section 5.1(vi) (or, in case such Consolidated
Net Income is a negative number, minus 100% of such negative number), (B) 100%
of the aggregate Net Proceeds received by the Parent from the issue or sale of
its Equity Securities or other capital contributions to the Parent subsequent to
the Effective Date (other than the Net Proceeds received from an issuance or
sale of Equity Securities to a Subsidiary of the Parent or an employee stock
ownership plan, option plan or similar trust to the extent such sale to an
employee stock ownership plan or similar trust is financed by loans from or
guaranteed by the Parent or any other Credit Party, unless such loans had been
repaid with cash on or prior to the date of determination), (C) the amount by
which the Indebtedness of the Parent is reduced on the consolidated balance
sheet of the Parent upon the conversion or exchange (other than by a Subsidiary
of the Parent) subsequent to the Effective Date of any Indebtedness of the
Parent or the other Credit Parties convertible or exchangeable for Equity
Securities of the Parent (other than on the conversion or exchange of the First
Preferred Shares or the Second Preferred Shares, and less the amount of any
cash, or the fair market value of any other property, distributed by the Parent
or any other Credit Party upon such conversion or exchange), and (D) an amount
equal to the net reduction in Investments made by the Parent or any other Credit
Party in any Person resulting from repurchases or redemptions of such
Investments by such Person, proceeds realized upon the sale of such Investment
to any Person who is not an Affiliate of the Parent, repayments of loans or
advances or other transfers of assets

<PAGE>
                                      -63-

(including by way of dividend or distribution) by such Person to the Parent or
any other Credit Party, provided, however, that no amount will be included under
this clause (D) to the extent that it is already included in the Consolidated
Net Income.

6.5         RESTRICTED PAYMENTS. The Borrower will not, and will not permit any
Credit Party to, declare, pay or make, or agree to pay or make, directly or
indirectly, any Restricted Payment, provided that (a) the Parent may declare and
pay dividends with respect to First Preferred Shares and Second Preferred Shares
(or redeem First Preferred Shares and Second Preferred Shares), all to the
extent contemplated by the Parent Articles of Incorporation, provided that no
Default has occurred and is continuing and there is sufficient aggregate Excess
Cash Flow, proceeds from Asset Dispositions and proceeds from the issuance of
Equity Securities to fund the payment of all amounts which, by the terms of the
Parent Articles of Incorporation, are to be paid prior to any payment on account
of dividends on the First Preferred Shares and Second Preferred Shares (or the
payment of interest on the First Notes or Second Notes, as applicable), (b) the
Borrower may declare and pay dividends to the Parent, (c) any Subsidiary may
declare and pay dividends to the Parent, the Borrower or any wholly-owned
Subsidiary and any wholly-owned Subsidiary may redeem or repurchase its own
Equity Securities, (d) the Borrower may make Restricted Payments pursuant to and
in accordance with management bonus plans, employee bonus plans, stock option
plans, profit sharing plans and/or other benefit plans for management or
employees of the Parent, the Borrower and the Subsidiaries, provided that the
aggregate amount of cash payments made by the Parent, the Borrower and the
Subsidiaries in any Fiscal Year pursuant to all such management bonus plans,
employee bonus plans, stock option plans, profit sharing plans and other
compensation benefit plans shall not exceed Cdn.$5,000,000, (e) the Parent may
redeem, pursuant to the Parent Articles of Incorporation, First Preferred Shares
and Second Preferred Shares by issuing First Units and Second Units, (f) the
Parent may redeem First Preferred Shares and Second Preferred Shares with the
Net Proceeds of new Equity Securities of the Parent issued after the Effective
Date as permitted in the Intercreditor Agreement, and (g) so long as no Event of
Default has occurred and is outstanding, the Parent may redeem up to
Cdn.$10,000,000 of First Preferred Shares and Second Preferred Shares if those
are the last First Preferred Shares and Second Preferred Shares outstanding and
following such redemption there will not be any remaining First Preferred Shares
or Second Preferred Shares outstanding.

6.6         TRANSACTIONS WITH AFFILIATES. The Borrower will not, and will not
permit any Credit Party to, sell, lease or otherwise transfer any property or
assets to, or purchase, lease or otherwise acquire any property or assets from,
or otherwise engage in any other transactions with, any of its Affiliates,
except (a) in the ordinary course of business at prices and on terms and
conditions not less favourable to the Borrower or such Credit Party than could
be obtained on an arm's-length basis from unrelated third parties, (b)
transactions between or among Credit Parties and not involving any other
Affiliate, (c) any Restricted Payment permitted by Section 6.5, and (d) any
transaction permitted under Section 6.3. The Borrower and other Credit Parties
will not enter into any transaction or series of transactions with Affiliates of
the Parent, which involve an outflow of money or other property from the Parent,
the Borrower or other Credit Parties to an Affiliate of the Parent, including
repayment of Indebtedness, or payment of management fees, affiliation fees,
administration fees, compensation, salaries, asset purchase payments or any
other type of fees or payments similar in nature, other than on terms and
conditions substantially as
<PAGE>
                                      -64-

favourable to the Parent, the Borrower and the other Credit Parties as would be
obtainable by the Parent, the Borrower and the other Credit Parties in a
reasonably comparable arm's-length transaction with a Person other than an
Affiliate of the Parent, the Borrower or the Subsidiaries, provided, however,
that, in any event, the aggregate amount of all management fees, affiliation
fees, administration fees and other similar fees paid by the Parent, the
Borrower or any of the Subsidiaries to an Affiliate of the Parent, the Borrower
or the Subsidiaries in any Fiscal Year shall not exceed Cdn.$2,000,000. The
foregoing restrictions shall not apply to: (i) the payment of reasonable and
customary fees to directors of the Parent or the Borrower who are not employees
of the Parent or the Borrower, (ii) any other transaction with any employee,
officer or director of the Parent, the Borrower or any Subsidiary pursuant to
employee profit sharing and/or benefit plans and compensation and
non-competition arrangements in amounts customary for corporations similarly
situated to the Parent, the Borrower or any such Subsidiary and entered into in
the ordinary course of business and approved by the board of directors of the
Parent, the Borrower or such Subsidiary, or (iii) any reimbursement of
reasonable out-of-pocket costs incurred by an Affiliate of the Parent or the
Borrower on behalf of or for the account of the Parent, the Borrower or any of
the Subsidiaries.

6.7         RESTRICTIVE AGREEMENTS. The Borrower will not, and will not permit
any Credit Party to, directly or indirectly, enter into, incur or permit to
exist any agreement or other arrangement that prohibits, restricts or imposes
any condition upon (a) the ability of any Credit Party to create, incur or
permit to exist any Lien upon any of its property or assets, (b) the ability of
any Credit Party to pay dividends or other distributions with respect to any
Equity Securities or with respect to, or measured by, its profits or to make or
repay loans or advances to any other Credit Party or to provide a Guarantee of
any Indebtedness of any other Credit Party, (c) the ability of any Credit Party
to make any loan or advance to any other Credit Party, or (d) the ability of any
Credit Party to sell, lease or transfer any of its property to the Borrower or
any other Credit Party; provided that (i) the foregoing shall not apply to
restrictions and conditions imposed by Law or by this Agreement, (ii) the
foregoing shall not apply to restrictions and conditions existing on the date
hereof identified on Schedule B (but shall apply to any extension or renewal of,
or any amendment or modification expanding the scope of, any such restriction or
condition), (iii) the foregoing shall not apply to customary restrictions and
conditions contained in agreements relating to the sale of any Credit Party
pending such sale, provided such restrictions and conditions apply only to the
Credit Party that is to be sold and such sale is permitted hereunder, (iv)
clause (a) of the foregoing shall not apply to restrictions or conditions
imposed by any agreement relating to secured Indebtedness permitted by this
Agreement if such restrictions or conditions apply only to the property or
assets securing such Indebtedness, and (v) clause (a) of the foregoing shall not
apply to customary provisions in leases and other ordinary course contracts
restricting the assignment thereof.

6.8         CAPITAL LEASE OBLIGATIONS. The Borrower will not create, incur,
assume or suffer to exist, or permit any Credit Party to create, incur, assume
or suffer to exist, any Capital Lease Obligations, whether directly or as a
guarantor, if, after giving effect thereto, the aggregate amount of all payments
required to be made by the Parent, the Borrower and the other Credit Parties on
a consolidated basis pursuant to such Capital Lease Obligations would exceed
Cdn.$10,000,000 in any Fiscal Year.
<PAGE>
                                      -65-

6.9         SALES AND LEASEBACKS. No Credit Party shall enter into any
arrangement, directly or indirectly, with any Person whereby any Credit Party
shall sell or transfer any property, whether now owned or hereafter acquired,
and whereby such Credit Party shall then or thereafter rent or lease as lessee
such property or any part thereof or other property which such Credit Party
intends to use for substantially the same purpose or purposes as the property
sold or transferred if after giving effect to any such arrangement, the
aggregate Indebtedness of the Credit Parties under all such arrangements would
exceed Cdn.$10,000,000.

6.10        PENSION PLAN COMPLIANCE. If any Credit Party establishes a Pension
Plan, such Credit Party will not (a) terminate such Pension Plan in a manner, or
take any other action with respect to such Pension Plan, which could reasonably
be expected to have a Material Adverse Effect; (b) fail to make full payment
when due of all amounts which, under the provisions of such Pension Plan, any
agreement relating thereto or applicable Law, any Credit Party is required to
pay as contributions thereto, except where the failure to make such payments
could not reasonably be expected to have a Material Adverse Effect; (c) permit
to exist any accumulated funding deficiency, whether or not waived, with respect
to such Pension Plan in an amount which could reasonably be expected to cause a
Material Adverse Effect; (d) contribute to or assume an obligation to contribute
to any "multi-employer pension plan" as such term is defined in the Pension
Benefits Act (Ontario); (e) permit the actuarial present value of the benefit
liabilities (computed on an accumulated benefit obligation basis in accordance
with GAAP) under all Pension Plans in the aggregate to exceed the current value
of the assets of all Pension Plans in the aggregate that are allocable to such
benefit liabilities, in each case only to the extent such liabilities and assets
relate to benefits to be paid to employees of the Credit Parties, by an amount
that could reasonably be expected to cause a Material Adverse Effect.

6.11        UNCONDITIONAL PURCHASE OBLIGATIONS. The Borrower will not, and will
not permit any Credit Party to, enter into or be a party to, any material
contract for the purchase of materials, supplies or other property or services,
if such contract requires that payment be made by it regardless of whether or
not delivery of such materials, supplies or other property or services is ever
made.

6.12        OWNERSHIP OF SHARES. The Borrower will not authorize or issue any
shares in its capital to any Person other than the Parent, and the Borrower will
not permit the transfer of any shares in its capital to any Person other than
the Parent. No Subsidiary will authorize or issue any shares in its capital to
any Person other than another Credit Party, and no Subsidiary will permit the
transfer of any shares in its capital to any Person other than another Credit
Party.

                                   ARTICLE 7
                                EVENTS OF DEFAULT

7.1         EVENTS OF DEFAULT. If any of the following events ("Events of
Default") shall occur:

      (a)   the Borrower shall fail to pay any principal of any Loan when and as
            the same shall become due and payable, whether at the due date
            thereof or at a date fixed for prepayment thereof or otherwise;
<PAGE>
                                      -66-

      (b)   the Borrower shall fail to pay any interest on any Loan or any fee
            or any other amount (other than an amount referred to in clause (a)
            above) payable under this Agreement, when and as the same shall
            become due and payable;

      (c)   any representation or warranty made or deemed made by or on behalf
            of the Borrower or any other Credit Party in or in connection with
            any Financing Document or any amendment or modification thereof or
            waiver thereunder shall prove to have been incorrect in any material
            respect when made or deemed to be made, or any representation or
            warranty made or deemed made by or on behalf of the Borrower or any
            other Credit Party in any report, certificate, financial statement
            or other document furnished pursuant to or in connection with any
            Financing Document or any amendment or modification thereof or
            waiver thereunder, shall prove to have been incorrect in any
            material respect when made or deemed to be made;

      (d)   the Borrower shall fail to observe or perform any covenant,
            condition or agreement contained in Section 5.1(xii)(b) (notices of
            Default or Events of Default), 5.2 (with respect to the Borrower's
            existence), 5.13 (Financial Covenants) or in Article 6 (or in any
            comparable provision of any other Financing Document);

      (e)   the Borrower shall fail to observe or perform any covenant,
            condition or agreement contained in this Agreement (other than those
            specified in clauses (a), (b) or (d) above) or any other Financing
            Document, and such failure shall continue unremedied for a period of
            30 days after notice thereof from the Administrative Agent to the
            Borrower (which notice will be given at the request of any Lender);

      (f)   any Credit Party shall fail to make any payment whether of principal
            or interest, and regardless of amount, in respect of any Material
            Indebtedness, when and as the same shall become due and payable
            (after giving effect to any applicable grace period);

      (g)   any event or condition occurs that results in any Material
            Indebtedness becoming due prior to its scheduled maturity or that
            enables or permits (with or without the giving of notice, the lapse
            of time or both) the holder or holders of any Material Indebtedness
            or any trustee or agent on its or their behalf to cause any Material
            Indebtedness to become due, or to require the prepayment,
            repurchase, redemption or defeasance thereof, prior to its scheduled
            maturity and the holder or holders of such Material Indebtedness or
            any trustee or agent on its or their behalf have accelerated the
            maturity thereof or required such prepayment, repurchase, redemption
            or defeasance; provided that this Section 7.1(g) shall not apply to
            secured Indebtedness that becomes due as a result of the voluntary
            sale or transfer of the property or assets securing such
            Indebtedness so long as the proceeds of such sale or transfer are
            sufficient to, and are applied to, reduce such secured Indebtedness
            to nil; and provided further that this Section 7.1(g) shall not
            apply where the holder of such Material Indebtedness is a Lender or
            a person "related"
<PAGE>
                                      -67-

            to a Lender, as "related" is defined in the Income Tax Act, and the
            event or condition resulting in such Material Indebtedness becoming
            due prior to its scheduled maturity is an event or a condition
            restricting the application of the exemption of sub-paragraph
            212(1)(b)(vii) of the Income Tax Act or that would have restricted
            the application of such exemption should the holder have been a
            non-resident of Canada for the purpose of the Income Tax Act; and
            provided further that this Section 7.1(g) shall not apply if the
            event or condition is limited solely to the occurrence of a "Change
            of Control" that creates an "Event of Default" pursuant to Section
            7.1(q) of the Tranche A Exit Facility Agreement;

      (h)   any Credit Party:

            (i)   becomes insolvent, or generally does not or becomes unable to
                  pay its debts or meet its liabilities as the same become due,
                  or admits in writing its inability to pay its debts generally,
                  or declares any general moratorium on its indebtedness, or
                  proposes a compromise or arrangement between it and any class
                  of its creditors;

            (ii)  commits an act of bankruptcy under the Bankruptcy and
                  Insolvency Act (Canada), or makes an assignment of its
                  property for the general benefit of its creditors under such
                  Act, or makes a proposal (or files a notice of its intention
                  to do so) under such Act;

            (iii) institutes any proceeding seeking to adjudicate it an
                  insolvent, or except as permitted by Section 6.3, seeking
                  liquidation, dissolution, winding-up, reorganization,
                  compromise, arrangement, adjustment, protection, moratorium,
                  relief, stay of proceedings of creditors generally (or any
                  class of creditors), or composition of it or its debts or any
                  other relief, under any federal, provincial or foreign Law now
                  or hereafter in effect relating to bankruptcy, winding-up,
                  insolvency, reorganization, receivership, plans of arrangement
                  or relief or protection of debtors (including the Bankruptcy
                  and Insolvency Act (Canada), the CCAA and any applicable
                  corporations legislation) or at common law or in equity, or
                  files an answer admitting the material allegations of a
                  petition filed against it in any such proceeding;

            (iv)  applies for the appointment of, or the taking of possession
                  by, a receiver, interim receiver, receiver/manager,
                  sequestrator, conservator, custodian, administrator, trustee,
                  liquidator or other similar official for it or any substantial
                  part of its property; or
<PAGE>
                                      -68-

            (v)   threatens to do any of the foregoing, or takes any action,
                  corporate or otherwise, to approve, effect, consent to or
                  authorize any of the actions described in this Section 7.1(h)
                  or in Section 7.1(i), or otherwise acts in furtherance thereof
                  or fails to act in a timely and appropriate manner in defense
                  thereof,

      (i)   any petition is filed, application made or other proceeding
            instituted against or in respect of any Credit Party:

            (i)   seeking to adjudicate it an insolvent;

            (ii)  seeking a receiving order against it under the Bankruptcy and
                  Insolvency Act (Canada);

            (iii) seeking liquidation, dissolution, winding-up, reorganization,
                  compromise, arrangement, adjustment, protection, moratorium,
                  relief, stay of proceedings of creditors generally (or any
                  class of creditors), or composition of it or its debts or any
                  other relief under any federal, provincial or foreign Law now
                  or hereafter in effect relating to bankruptcy, winding-up,
                  insolvency, reorganization, receivership, plans of arrangement
                  or relief or protection of debtors (including the Bankruptcy
                  and Insolvency Act (Canada), the CCAA and any applicable
                  corporations legislation) or at common law or in equity; or

            (iv)  seeking the entry of an order for relief or the appointment
                  of, or the taking of possession by, a receiver, interim
                  receiver, receiver/manager, sequestrator, conservator,
                  custodian, administrator, trustee, liquidator or other similar
                  official for it or any substantial part of its property;

            and such petition, application or proceeding continues undismissed,
            or unstayed and in effect, for a period of 30 days after the
            institution thereof, provided that if an order, decree or judgment
            is granted or entered (whether or not entered or subject to appeal)
            against any Credit Party thereunder in the interim, such grace
            period will cease to apply, and provided further that if any Credit
            Party files an answer admitting the material allegations of a
            petition filed against it in any such proceeding, such grace period
            will cease to apply;

      (j)   any other event occurs which, under the Laws of any applicable
            jurisdiction, has an effect equivalent to any of the events referred
            to in either of Sections 7.1(h) or (i);

      (k)   one or more judgments of a court of competent jurisdiction for the
            payment of money in a cumulative amount in excess of Cdn.$15,000,000
            (or its then equivalent in any other currency) in the aggregate is
            rendered against the
<PAGE>
                                      -69-

            Borrower, any other Credit Party or any combination thereof and the
            Borrower or other Credit Party has not (i) provided for its
            discharge in accordance with its terms within 30 days from the date
            of entry thereof, or (ii) procured a stay of execution thereof
            within 30 days from the date of entry thereof and within such
            period, or such longer period during which execution of such
            judgment has not been stayed, appealed such judgment and caused the
            execution thereof to be stayed during such appeal, provided that if
            enforcement and/or realization proceedings are lawfully commenced in
            respect thereof in the interim, such grace period will cease to
            apply;

      (l)   any property of any Credit Party having a Fair Market Value in
            excess of Cdn.$10,000,000 (or its then equivalent in any other
            currency) in the aggregate is seized (including by way of execution,
            attachment, garnishment, levy or distraint), or any Lien thereon
            securing Indebtedness in excess of Cdn.$10,000,000 (or its then
            equivalent in any other currency) is enforced, or such property has
            become subject to any charging order or equitable execution of a
            Governmental Authority, or any writ of execution or distress warrant
            exists in respect of any Credit Party or the property of any of
            them, or any sheriff or other Person becomes lawfully entitled by
            operation of Law or otherwise to seize or distrain upon such
            property and in any case such seizure, enforcement, execution,
            attachment, garnishment, distraint, charging order or equitable
            execution, or other seizure or right, continues in effect and is not
            released or discharged for more than 30 days or such longer period
            during which entitlement to the use of such property continues with
            the Credit Party, and the Credit Party is contesting the same in
            good faith and by appropriate proceedings, provided that if the
            property is removed from the use of the relevant Credit Party, or is
            sold, in the interim, such grace period will cease to apply, and
            provided further that if the Person seizing the property is a Lender
            or any person "related" to the Lender (as "related" is defined in
            the Income Tax Act), the seizure will not constitute an Event of
            Default;

      (m)   one or more final judgments of a court of competent jurisdiction,
            not involving the payment of money and not otherwise specified in
            this Section 7.1, has been rendered against any Credit Party, the
            result of which could reasonably be expected to result in a Material
            Adverse Effect, so long as the Credit Party has not (i) provided for
            its discharge in accordance with its terms within 30 days from the
            date of entry thereof, or (ii) procured a stay of execution thereof
            within 30 days from the date of entry thereof and within such
            period, or such longer period during which execution of such
            judgment has been stayed, appealed such judgment and caused the
            execution thereof to be stayed during such appeal, provided that if
            enforcement and/or realization proceedings are lawfully commenced in
            respect thereof in the interim, such grace period will cease to
            apply;

      (n)   this Agreement, any other Financing Document or any material
            obligation or other provision hereof or thereof at any time for any
            reason terminates or ceases to be in full force and effect and a
            legally valid, binding and enforceable
<PAGE>
                                      -70-

            obligation of any Credit Party, is declared to be void or voidable
            or is repudiated, or the validity, binding effect, legality or
            enforceability hereof or thereof is at any time contested by any
            Credit Party, or any Credit Party denies that it has any or any
            further liability or obligation hereunder or thereunder or any
            action or proceeding is commenced to enjoin or restrain the
            performance or observance by any Credit Party of any material terms
            hereof or thereof or to question the validity or enforceability
            hereof or thereof, or at any time it is unlawful or impossible for
            the Credit Party to perform any of its material obligations
            hereunder or thereunder, except to the extent that any of the
            foregoing results directly from the gross negligence or wilful
            misconduct of the Administrative Agent or any Lender;

      (o)   any Lien purported to be created by any Security Document shall
            cease to be, or shall be asserted by any Credit Party not to be, a
            valid, perfected, first priority (except as otherwise expressly
            provided in this Agreement, the Lien Priority Agreement or such
            Security Document) Lien in Collateral with a Fair Market Value or
            book value (whichever is greater) in excess, individually or in the
            aggregate, of Cdn.$10,000,000;

      (p)   a Change in Control shall occur; or

      (q)   if the Borrower fails to make any offer to prepay Loans required to
            be made by Section 2.2(b) of the Intercreditor Agreement, or if the
            Borrower fails to make a prepayment of Loans in the full amount
            required as a result of the acceptance of any such offer made
            pursuant to Section 2.2(b) of the Intercreditor Agreement;

then, and in every such event (other than an event with respect to the Borrower
described in clause (h), (i) or (j) above), and at any time thereafter during
the continuance of such event or any other such event, the Administrative Agent
may, and at the request of the Required Lenders shall, by notice to the
Borrower, declare the Loans then outstanding to be due and payable in whole (or
in part, in which case any principal not so declared to be due and payable may
thereafter be declared to be due and payable), and thereupon the principal of
the Loans so declared to be due and payable, together with accrued interest
thereon and all fees and other obligations of the Borrower accrued hereunder,
shall become due and payable immediately, without presentment, demand, protest
or other notice of any kind except as set forth earlier in this paragraph, all
of which are hereby waived by the Borrower; and in the case of any event with
respect to the Borrower described in clause (h), (i) or (j) above, the principal
of the Loans then outstanding, together with accrued interest thereon and all
fees and other obligations of the Borrower accrued hereunder, shall
automatically become due and payable, without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrower.

                                   ARTICLE 8
                            THE ADMINISTRATIVE AGENT

8.1         APPOINTMENT OF AGENT. Each Lender hereby designates JPMorgan Chase
Bank, Toronto Branch, as Administrative Agent to act as herein specified and as
specified in the other Financing Documents and to enter into any of the
Financing Documents on behalf of such
<PAGE>
                                      -71-

Lender. Each Lender hereby irrevocably authorizes the Administrative Agent to
take such action on its behalf under the provisions of the Financing Documents
and to exercise such powers and to perform such duties thereunder as are
specifically delegated to or required of the Administrative Agent by the terms
thereof and such other powers as are reasonably incidental thereto. The
Administrative Agent may perform any of its duties hereunder by or through its
agents or employees.

8.2         LIMITATION OF DUTIES OF AGENT. The Administrative Agent shall have
no duties or responsibilities except those expressly set forth with respect to
the Administrative Agent in this Agreement and as specified in the other
Financing Documents. Neither the Administrative Agent nor any of its Related
Parties shall be liable for any action taken or omitted by it as such hereunder
or in connection herewith, unless caused by its or their gross negligence or
wilful misconduct. The duties of the Administrative Agent shall be mechanical
and administrative in nature; the Administrative Agent shall not have, by reason
of this Agreement or the other Financing Documents, a fiduciary relationship in
respect of any Lender. Nothing in this Agreement or the other Financing
Documents, expressed or implied, is intended to or shall be so construed as to
impose upon the Administrative Agent any obligations in respect of this
Agreement except as expressly set forth herein. The Administrative Agent shall
be under no duty to take any discretionary action permitted to be taken by it
pursuant to this Agreement or the other Financing Documents unless it is
requested in writing to do so by the Required Lenders.

8.3         LACK OF RELIANCE ON THE AGENT.

      (a)   Independent Investigation. Independently, and without reliance upon
            the Administrative Agent, each Lender, to the extent it deems
            appropriate, has made and shall continue to make (i) its own
            independent investigation of the financial condition and affairs of
            the Credit Parties in connection with the taking or not taking of
            any action in connection herewith, and (ii) its own appraisal of the
            creditworthiness of the Credit Parties, and, except as expressly
            provided in this Agreement and the other Financing Documents, the
            Administrative Agent shall have no duty or responsibility, either
            initially or on a continuing basis, to provide any Lender with any
            credit or other information with respect thereto, whether coming
            into its possession before the consummation of the Transactions or
            at any time or times thereafter.

      (b)   Agent Not Responsible. The Administrative Agent shall not be
            responsible to any Lender for any recitals, statements, information,
            representations or warranties contained herein or in any document,
            certificate or other writing delivered in connection herewith or for
            the execution, effectiveness, genuineness, validity, enforceability,
            collectibility, priority or sufficiency of this Agreement or the
            other Financing Documents or the financial condition of any Credit
            Party or be required to make any inquiry concerning either the
            performance or observance of any of the terms, provisions or
            conditions of this Agreement or the other Financing Documents, or
            the financial condition of any Credit Party, or the existence or
            possible existence of any Default or Event of Default.
<PAGE>
                                      -72-

8.4         CERTAIN RIGHTS OF THE ADMINISTRATIVE AGENT. If the Administrative
Agent shall request instructions from the Lenders or the Required Lenders (as
the case may be) with respect to any act or action (including the failure to
act) in connection with this Agreement or the other Financing Documents, the
Administrative Agent shall be entitled to refrain from such act or taking such
action unless and until the Administrative Agent shall have received written
instructions from the Lenders or the Required Lenders, as applicable, and the
Administrative Agent shall not incur liability to any Person by reason of so
refraining. Without limiting the foregoing, no Lender shall have any right of
action whatsoever against the Administrative Agent as a result of the
Administrative Agent acting or refraining from acting under this Agreement and
the other Financing Documents in accordance with the instructions of the
Required Lenders, or, to the extent required by Section 9.2, all of the Lenders.

8.5         RELIANCE BY ADMINISTRATIVE AGENT. The Administrative Agent shall be
entitled to rely, and shall be fully protected in relying, upon any note,
writing, resolution, notice, statement, certificate, telex, teletype or
facsimile message, electronic mail, cablegram, radiogram, order or other
documentary teletransmission or telephone message believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person. The
Administrative Agent may consult with legal counsel (including counsel for the
Borrower), independent public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken by it in good
faith in accordance with the advice of such counsel, accountants or experts.

8.6         INDEMNIFICATION OF AGENT. To the extent the Administrative Agent is
not reimbursed and indemnified by the Borrower, each Lender will reimburse and
indemnify the Administrative Agent, in proportion to its aggregate Applicable
Percentage, for and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses (including
reasonable counsel fees and disbursements) or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by or asserted against the
Administrative Agent in performing its duties hereunder, in any way relating to
or arising out of this Agreement or any other Financing Document, including all
applicable Taxes to which the Administrative Agent may be subject in so
performing or that are in any way so related; provided that no Lender shall be
liable to the Administrative Agent for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the Administrative Agent's gross
negligence (it being acknowledged that ordinary negligence does not necessarily
constitute gross negligence) or wilful misconduct.

8.7         THE AGENT IN ITS INDIVIDUAL CAPACITIES. With respect to its
obligations under this Agreement and the Loans made by it, JPMorgan Chase Bank,
Toronto Branch, in its capacity as a Lender hereunder, shall have the same
rights and powers hereunder as any other Lender and may exercise the same as
though it were not performing the duties, if any, specified herein; and the
terms "Lenders" and "Required Lenders" and any similar terms shall, unless the
context clearly otherwise indicates, include JPMorgan Chase Bank, Toronto Branch
in its capacity as a Lender hereunder. The Administrative Agent may accept
deposits from, lend money to, and generally engage in any kind of banking,
trust, financial advisory or other business with the Borrower or any affiliate
of the Borrower as if it were not performing the duties, if any, specified
herein, and may accept fees and other consideration from the Borrower
<PAGE>
                                      -73-

for services in connection with this Agreement and otherwise without having to
account for the same to the Lenders. Furthermore, each Lender, the Borrower and
the Parent (i) acknowledges that JPMorgan Chase Bank, Toronto Branch, is
administrative agent and collateral agent under each of this Agreement, the
Tranche A Exit Facility Agreement and the Tranche B-Term Loan A Credit
Agreement, and that conflicts may arise as a result of such multiple roles, and
(ii) waives and releases JPMorgan Chase Bank, Toronto Branch, from all liability
whatsoever resulting from any such conflict.

8.8         MAY TREAT LENDER AS OWNER. The Borrower and the Administrative Agent
may deem and treat each Lender as the owner of the Loans recorded on the
Register maintained pursuant to Section 9.4(b) for all purposes hereof until a
written notice of the assignment or transfer thereof shall have been filed with
the Administrative Agent. Any request, authority or consent of any Person who at
the time of making such request or giving such authority or consent is the owner
of a Loan shall be conclusive and binding on any subsequent owner, transferee or
assignee of such Loan.

8.9         SUCCESSOR ADMINISTRATIVE AGENT.

      (a)   Administrative Agent Resignation. The Administrative Agent may
            resign at any time by giving written notice thereof to the Lenders
            and the Borrower. Upon any such resignation, the Required Lenders
            shall have the right, upon five Business Days' notice to the
            Borrower, to appoint a successor Administrative Agent (who shall not
            be a non-resident of Canada within the meaning of the Income Tax
            Act), subject to the approval of the Borrower, such approval not to
            be unreasonably withheld. Any such approval of the Borrower shall
            not be required during the existence of an Event of Default. If no
            successor Administrative Agent shall have been so appointed by the
            Required Lenders, and shall have accepted such appointment, within
            30 days after the retiring Administrative Agent's giving of notice
            of resignation then, upon five Business Days' notice to the
            Borrower, the retiring Administrative Agent may, on behalf of the
            Lenders, appoint a successor Administrative Agent (subject to
            approval of the Borrower, such approval not to be unreasonably
            withheld), which shall be a financial institution organized under
            the Laws of Canada having a combined capital and surplus of at least
            Cdn.$500,000,000 or having a parent company with combined capital
            and surplus of at least Cdn.$500,000,000.

      (b)   Rights, Powers, etc. Upon the acceptance of any appointment as
            Administrative Agent hereunder by a successor Administrative Agent,
            such successor Administrative Agent shall thereupon succeed to and
            become vested with all the rights, powers, privileges and duties of
            the retiring Administrative Agent, and the retiring Administrative
            Agent shall be discharged from its duties and obligations under this
            Agreement. After any retiring Administrative Agent's resignation or
            removal hereunder as Administrative Agent, the provisions of this
            Article 8 shall inure to its benefit as to any actions taken or
            omitted to be taken by it while it was Administrative Agent under
            this Agreement.
<PAGE>
                                      -74-

8.10        LENDERS TO ENFORCE THROUGH ADMINISTRATIVE AGENT. Each Lender hereby
acknowledges that, to the extent permitted by applicable Law, the Security
Documents and the remedies provided thereunder to the Lenders are for the
benefit of the Lenders collectively and acting together and not severally, and
further acknowledges that each Lender's rights hereunder and under the Security
Documents are to be exercised collectively, not severally, by the Administrative
Agent upon the decision of the Required Lenders. Accordingly, notwithstanding
any of the provisions contained herein or in the Security Documents, each of the
Lenders hereby covenants and agrees that it shall not be entitled to take any
action hereunder or thereunder, including any declaration of default hereunder
or thereunder, but that any such action shall be taken only by the
Administrative Agent with the prior written agreement of the Required Lenders,
provided that, notwithstanding the foregoing, in the absence of instructions
from the Lenders (or the Required Lenders) and where in the sole opinion of the
Administrative Agent the exigencies of the situation so warrant such action, the
Administrative Agent may without notice to or consent of the Lenders (or the
Required Lenders) take such action on behalf of the Lenders as it deems
appropriate or desirable in the interests of the Lenders. Each Lender hereby
further covenants and agrees that upon any such written consent being given by
the Required Lenders, it shall co-operate fully with the Administrative Agent to
the extent requested by the Administrative Agent, and each Lender further
covenants and agrees that all proceeds from the realization of the Security
Documents, to the extent permitted by applicable Law, are held for the benefit
of all of the Lenders and shall be shared among the Lenders rateably in
accordance with this Agreement, and each Lender acknowledges that all costs of
any such realization (including all amounts for which the Administrative Agent
is required to be indemnified under the provisions hereof) shall be shared among
the Lenders rateably in accordance with this Agreement. Each Lender covenants
and agrees to do all acts and things and to make, execute and deliver all
agreements and other instruments, so as to fully carry out the intent and
purpose of this Section and each Lender hereby covenants and agrees that it
shall not seek, take, accept or receive any security for any of the obligations
and liabilities of the Borrower hereunder or under the other Financing
Documents, or any other document, instrument, writing or agreement ancillary
hereto or thereto, other than such security as is provided hereunder or
thereunder, unless all of the Lenders shall at the same time obtain the benefit
of any such security or agreement, as the case may be.

8.11        QUEBEC SECURITY. For greater certainty, and without limiting the
powers of the Administrative Agent or the Collateral Agent, or any other Person
acting as an agent or mandatary for such agents hereunder or under any of the
other Financing Documents, the Borrower and the Parent hereby acknowledge that,
for purposes of holding any security granted by any Credit Party on property
pursuant to the Laws of the Province of Quebec to secure obligations of the
Borrower or any other Credit Party under any bond issued by the Borrower or any
other Credit Party, the Collateral Agent shall be the holder of an irrevocable
power of attorney (fonde de pouvoir within the meaning of Article 2692 of the
Civil Code of Quebec) for all present and future Lenders, and in particular for
all present and future holders of any such bond. Each Lender hereby: (i)
irrevocably constitutes, to the extent necessary, the Collateral Agent as the
holder of an irrevocable power of attorney (fonde de pouvoir within the meaning
of Article 2692 of the Civil Code of Quebec) in order to hold hypothecs and
security granted by the Borrower or any other Credit Party on property pursuant
to the Laws of the Province of Quebec to secure obligations of Borrower or any
other Credit Party under any bond issued by the
<PAGE>
                                      -75-

Borrower or any other Credit Party; and (ii) appoints and agrees that the
Administrative Agent may act as the bondholder and mandatary with respect to any
bond that may be issued by the Borrower or any Credit Party and pledged in their
favour from time to time. Each assignee of a Lender shall be deemed to have
confirmed and ratified the constitution of the Collateral Agent as the holder of
such irrevocable power of attorney (fonde de pouvoir) and shall be deemed to
have confirmed and ratified the constitution of the Administrative Agent as
bondholder and mandatary with respect to any bond that may be issued by the
Borrower or any Credit Party and pledged from time to time in favour of the
Administrative Agent by the execution of an Assignment and Assumption.

Each Person (who is not then a Lender) providing any Additional Loan which is a
Loan hereunder shall be deemed to have confirmed and ratified the constitution
of the Collateral Agent as the holder of such irrevocable power of attorney
(fonde de pouvoir) and shall be deemed to have confirmed and ratified the
constitution of the Administrative Agent as bondholder and mandatary with
respect to any bond that may be issued by the Borrower or any Credit Party and
pledged from time to time in favour of the Administrative Agent by the execution
of the agreement pursuant to which such Additional Loan is made available.

Notwithstanding the provisions of Section 32 of the An Act respecting the
special powers of legal persons (Quebec), the Administrative Agent may acquire
and be the holder of any bond issued by the Borrower or any other Credit Party
(i.e. the fonde de pouvoir may acquire and hold the first bond issued under any
deed of hypothec by the Borrower or any Credit Party). The Borrower and each
Credit Party hereby acknowledge that such bond constitutes a title of
indebtedness, as such term is used in Article 2692 of the Civil Code of Quebec.

The Collateral Agent herein appointed as fonde de pouvoir shall have the same
rights, powers and immunities as provided under the Intercreditor Agreement and
the Lien Priority Agreement. Without limitation, the provisions of Section 8.9
shall apply mutatis mutandis to the resignation and appointment of a successor
Collateral Agent acting as fonde de pouvoir.

                                   ARTICLE 9
                                  MISCELLANEOUS

9.1         NOTICES.

      (a)   Except in the case of notices and other communications expressly
            permitted to be given by telephone (and subject to paragraph (b)
            below), all notices and other communications provided for herein
            shall be in writing and shall be delivered by hand or overnight
            courier service, mailed by certified or registered mail or sent by
            facsimile in each case to the addressee, as follows:
<PAGE>
                                      -76-

            (i)   if to the Borrower:

                  MICROCELL SOLUTIONS INC.
                  800 de La Gauchetiere Street West
                  Suite 4000
                  Montreal, Quebec
                  H5A 1K3
                  Attention: Chief Financial Officer
                  Facsimile: 514.846.6959

            (ii)  if to the Administrative Agent or the Collateral Agent:

                  JPMORGAN CHASE BANK, TORONTO BRANCH
                  Suite 1800, South Tower
                  Royal Bank Plaza
                  200 Bay Street, P.O. Box 80
                  Toronto, ON M5J 2J2
                  Attention: Vice President, Corporate Banking
                  Facsimile: 416.981.9128

            (iii) if to any Lender, to it at its address (or facsimile number)
                  set forth opposite its name in the execution page(s) of this
                  Agreement.

      (b)   Notices and other communications to the Lenders hereunder may be
            delivered or furnished by electronic communications pursuant to
            procedures approved by the Administrative Agent; provided that the
            foregoing shall not apply to notices pursuant to Article 2 unless
            otherwise agreed by the Administrative Agent and the applicable
            Lender. The Administrative Agent or the Borrower may, in its
            discretion, agree to accept notices and other communication to it
            hereunder by electronic communications pursuant to procedures
            approved by it; provided that approval of such procedures may be
            limited to particular notices or communications.

      (c)   Any party hereto may change its address or facsimile number for
            notices and other communications hereunder by notice to the other
            parties hereto. All notices and other communications given to any
            party hereto in accordance with the provisions of this Agreement
            shall be deemed to have been given on the date of receipt.

9.2         WAIVERS; AMENDMENTS.

      (a)   No failure or delay by the Administrative Agent or any Lender in
            exercising any right or power hereunder shall operate as a waiver
            thereof, nor shall any single or partial exercise of any such right
            or power, or any abandonment or discontinuance of steps to enforce
            such a right or power, preclude any other or further exercise
            thereof or the exercise of any other right or power. The rights and
            remedies of the
<PAGE>
                                      -77-

            Administrative Agent and the Lenders hereunder are cumulative and
            are not exclusive of any rights or remedies that they would
            otherwise have. No waiver of any provision of this Agreement or
            consent to any departure by the Borrower therefrom shall in any
            event be effective unless the same shall be permitted by Section
            9.2(b), and then such waiver or consent shall be effective only in
            the specific instance and for the purpose for which given. Without
            limiting the generality of the foregoing, the continuation,
            conversion or rolling over of a Loan shall not be construed as a
            waiver of any Default, regardless of whether the Administrative
            Agent or any Lender may have had notice or knowledge of such Default
            at the time.

      (b)   Neither this Agreement nor any other Financing Document (or any
            provision hereof or thereof) may be waived, amended or modified
            except pursuant to an agreement or agreements in writing entered
            into by the Borrower and the Required Lenders or by the Borrower and
            the Administrative Agent with the consent of the Required Lenders;
            provided that no such agreement shall (i) increase the amount or
            extend the expiry date of any Loan of any Lender without the prior
            written consent of each Lender directly affected thereby, (ii)
            reduce the principal amount of any Loan or reduce the rate of
            interest or any fee applicable to any Loan without the prior written
            consent of each Lender directly affected thereby, (iii) postpone the
            scheduled date of payment of the principal amount of any Loan, or
            any interest thereon, or any fees payable in respect thereof, or
            reduce the amount of, waive or excuse any such payment or permit an
            Interest Period with a duration in excess of six months, without the
            prior written consent of each Lender directly affected thereby, (iv)
            change Section 2.12(b) or (c) in a manner that would alter the pro
            rata sharing of payments required thereby, without the prior written
            consent of each Lender directly affected thereby, (v) change any of
            the provisions of this Section 9.2 or the definition of "Required
            Lenders" or any other provision hereof specifying the number or
            percentage of Lenders required to waive, amend or modify any rights
            hereunder or make any determination or grant any consent hereunder,
            without the prior written consent of each Lender, or (vi) waive any
            Event of Default under Section 7.1 (h), (i) or (j) without the prior
            written consent of each Lender, or (vii) release any Credit Party
            from any material obligations under the Security Documents and other
            instruments contemplated by this Agreement or release or discharge
            any of the Liens arising under the Security Documents, in each case
            without the prior written consent of each Lender; and provided
            further that no such agreement shall amend, modify or otherwise
            affect the rights or duties of the Administrative Agent without the
            prior written consent of the Administrative Agent. For greater
            certainty, the Administrative Agent may release and discharge the
            Liens constituted by the Security Documents to the extent necessary
            to enable the Borrower or any other Credit Party to complete any
            asset sale which is not prohibited by this Agreement or the other
            Financing Documents, and the Administrative Agent may agree to amend
            or waive Section 2.2 of the Intercreditor Agreement with the consent
            of the Required Lenders. Each Lender hereby approves the terms of
            the Amendment and Restatement Agreement and
<PAGE>
                                      -78-

            the Lien Priority Agreement and approves, authorizes, ratifies,
            confirms and consents to the Administrative Agent entering into each
            such agreement on behalf of such Lender and agrees to be bound by
            the terms of each such agreement as if such Lender had entered into
            each such agreement on its own behalf.

9.3         EXPENSES; INDEMNITY; DAMAGE WAIVER.

      (a)   The Borrower shall pay (i) all reasonable out-of-pocket expenses
            incurred by the Administrative Agent and its Affiliates, including
            the reasonable fees, charges and disbursements of counsel for the
            Administrative Agent and all applicable Taxes, in connection with
            the syndication of the credit facilities provided for herein and the
            preparation and administration of this Agreement and the other
            Financing Documents, (ii) all reasonable out-of-pocket expenses
            incurred by the Administrative Agent and its Affiliates, including
            the reasonable fees, charges and disbursements of counsel for the
            Administrative Agent and applicable Taxes, in connection with any
            amendments, modifications or waivers of the provisions hereof or of
            any of the other Financing Documents, (whether or not the
            transactions contemplated hereby or thereby shall be consummated),
            and (iii) all out-of-pocket expenses incurred by the Administrative
            Agent, the Collateral Agent or any Lender, including the fees,
            charges and disbursements of any counsel for the Administrative
            Agent, the Collateral Agent or any Lender and all applicable Taxes,
            in connection with the enforcement or protection of their rights in
            connection with this Agreement, including its rights under this
            Section, or in connection with the Loans made hereunder, including
            all such out-of-pocket expenses incurred during any workout,
            restructuring or negotiations in respect of such Loans.

      (b)   The Borrower shall indemnify the Administrative Agent, the
            Collateral Agent and each Lender, as well as each Related Party and
            each assignee of any of the foregoing Persons (each such Person and
            each such assignee being called an "Indemnitee") against, and hold
            each Indemnitee harmless from, any and all losses, claims, cost
            recovery actions, damages, expenses and liabilities of whatsoever
            nature or kind and all reasonable out-of-pocket expenses (including
            due diligence expenses, syndication expenses, travel expenses and
            reasonable fees, charges and disbursements of counsel) and all
            applicable Taxes to which any Indemnitee may become subject arising
            out of or in connection with (i) the execution or delivery of the
            Financing Documents or any agreement or instrument contemplated
            thereby, the performance by the parties thereto of their respective
            obligations thereunder, and the consummation of the Transactions or
            any other transactions thereunder, (ii) any Loan or any actual or
            proposed use of the proceeds therefrom, (iii) any actual or alleged
            presence or release of Hazardous Materials on or from any property
            owned or operated by any Credit Party, or any Environmental
            Liability related in any way to any Credit Party, (iv) any actual or
            prospective claim, litigation, investigation or proceeding relating
            to any of the foregoing, whether based on contract, tort or any
            other theory and regardless of whether any Indemnitee is a party
            thereto, (v) any other aspect of this Agreement
<PAGE>
                                      -79-

            and the other Financing Documents, or (vi) the enforcement of any
            Indemnitee's rights hereunder and any related investigation,
            defence, preparation of defence, litigation and enquiries, in each
            case regardless of whether or not the Transactions are consummated;
            provided that such indemnity shall not, as to any Indemnitee, be
            available to the extent that such losses, claims, damages,
            liabilities or related expenses are determined by a court of
            competent jurisdiction by final and nonappealable judgment to have
            resulted from the gross negligence (it being acknowledged that
            ordinary negligence does not necessarily constitute gross
            negligence) or wilful misconduct of or material breach of this
            Agreement by such Indemnitee. No Indemnitee shall be liable for any
            indirect or consequential damages in connection with its activities
            related to the Loans nor shall any Credit Party be liable for any
            indirect or consequential damages in connection with its activities
            related to the Loans.

      (c)   To the extent that the Borrower fails to pay any amount required to
            be paid under Sections 9.3 (a) or (b), each Lender severally agrees
            to pay to the Administrative Agent or the Collateral Agent (as
            applicable) such Lender's Applicable Percentage (determined as of
            the time that the applicable unreimbursed expense or indemnity
            payment is sought) of such unpaid amount; provided that the
            unreimbursed expense or indemnified loss, claim, damage, liability
            or related expense, as the case may be, was incurred by or asserted
            against the Administrative Agent or the Collateral Agent, in its
            capacity as such.

      (d)   The Borrower shall not assert, and hereby waives (to the fullest
            extent permitted by applicable Law), any claim against any
            Indemnitee, on any theory of liability, for special, indirect,
            consequential or punitive damages (as opposed to direct or actual
            damages) arising out of, in connection with, or as a result of, any
            Financing Document, or any agreement or instrument contemplated
            thereby, the Transactions, any Loan or the use of the proceeds
            thereof.

      (e)   Any inspection of any property of any Credit Party made by or
            through the Administrative Agent or any Lender is for purposes of
            administration of this Agreement and the Financing Documents only,
            and neither the Borrower nor any other Credit Party is entitled to
            rely upon the same (whether or not such inspections are at the
            expense of the Borrower).

      (f)   By accepting or approving anything required to be observed,
            performed, fulfilled or given to the Administrative Agent or the
            Lenders pursuant to the Financing Documents, neither the
            Administrative Agent nor the Lenders shall be deemed to have
            warranted or represented the sufficiency, legality, effectiveness or
            legal effect of the same, or of any term, provision or condition
            thereof, and such acceptance or approval thereof shall not
            constitute a warranty or representation to anyone with respect
            thereto by the Administrative Agent or the Lenders.

      (g)   The relationship between the Borrower and the Administrative Agent
            and the Lenders is, and shall at all times remain, solely that of
            borrower and lenders. Neither the Administrative Agent nor the
            Lenders shall under any circumstance
<PAGE>
                                      -80-

            be construed to be partners or joint venturers of the Borrower or
            its Affiliates. Neither the Administrative Agent nor the Lenders
            shall under any circumstance be deemed to be in a relationship of
            confidence or trust or a fiduciary relationship with the Borrower or
            its Affiliates, or to owe any fiduciary duty to the Borrower or its
            Affiliates. Neither the Administrative Agent nor the Lenders
            undertake or assume any responsibility or duty to the Borrower or
            its Affiliates to select, review, inspect, supervise, pass judgment
            upon or inform the Borrower or its Affiliates of any matter in
            connection with their property or the operations of the Borrower or
            its Affiliates. The Borrower and its Affiliates shall rely entirely
            upon their own judgment with respect to such matters, and any
            review, inspection, supervision, exercise of judgment or supply of
            information undertaken or assumed by the Administrative Agent or the
            Lenders in connection with such matters is solely for the protection
            of the Administrative Agent and the Lenders, and neither the
            Borrower nor any other Person is entitled to rely thereon.

      (h)   The Administrative Agent and the Lenders shall not be responsible or
            liable to any Person for any loss, damage, liability or claim of any
            kind relating to injury or death to Persons or damage to Property
            caused by the actions, inaction or negligence of any Credit Party or
            their Affiliates and the Borrower hereby indemnifies and holds the
            Administrative Agent and the Lenders harmless on the terms set forth
            in Section 9.3(b) from any such loss, damage, liability or claim.

      (i)   This Agreement is made for the purpose of defining and setting forth
            certain obligations, rights and duties of the Borrower, the
            Administrative Agent and the Lenders in connection with the Loans,
            and is made for the sole benefit of the Borrower, the Administrative
            Agent and the Lenders, and their respective successors and permitted
            assigns. Except as provided in Sections 9.3(b) and 9.4, no other
            Person shall have any rights of any nature hereunder or by reason
            hereof.

      (j)   All amounts due under this Section 9.3 shall be payable not later
            than three Business Days after written demand therefor.

9.4         SUCCESSORS AND ASSIGNS.

      (a)   The provisions of this Agreement shall be binding upon and inure to
            the benefit of the parties hereto and their respective successors
            and assigns permitted hereby, except that (i) the Borrower may not
            assign or otherwise transfer any of its rights or obligations
            hereunder without the prior written consent of each Lender (and any
            attempted assignment or transfer by the Borrower without such
            consent shall be null and void), and (ii) no Lender may assign or
            otherwise transfer its rights or obligations hereunder except in
            accordance with this Section. Nothing in this Agreement, expressed
            or implied, shall be construed to confer upon any Person (other than
            the parties hereto, their respective successors and assigns
            permitted hereby and, to the extent expressly contemplated hereby,
            the Related Parties of each of the Administrative Agent and the
            Lenders) any legal or equitable right, remedy or claim under or by
            reason of this Agreement.
<PAGE>
                                      -81-

      (b)   Any Lender may assign to one or more assignees all or a portion of
            its rights and obligations under this Agreement and the other
            Financing Documents (including all or a portion of the Loans at the
            time owing to it); provided that (i) except in the case of an
            assignment to a Lender or any Lender Affiliate, the Borrower and the
            Administrative Agent must give their prior written consent to such
            assignment (which consent shall not be unreasonably withheld or
            delayed); provided further that the Borrower's consent shall not be
            required with respect to any assignment made at any time after the
            occurrence and during the continuance of an Event of Default, (ii)
            except in the case of an assignment to a Lender or any Lender
            Affiliate, the aggregate amount of the Loans of the assigning Lender
            subject to each such assignment (determined as of the date on which
            the Assignment and Assumption relating to such assignment is
            delivered to the Administrative Agent) shall not be less than
            U.S.$1,000,000 (if in U.S.$) or Cdn.$1,000,000 (if in Cdn.$), unless
            both the Borrower and the Administrative Agent otherwise consent in
            writing; provided that any Borrower consents hereunder shall not be
            required during the continuance of an Event of Default and Lender
            Affiliates shall be combined for the purposes of determining
            compliance with such minimum assignments and minimum hold amounts;
            and the amount held by each Lender after each such assignment shall
            not be less than U.S.$3,500,000 (if in U.S.$) or Cdn.$5,000,000 (if
            in Cdn.$), unless both the Borrower and the Administrative Agent
            otherwise consent in writing, (iii) each partial assignment in
            respect of any assigned Loans shall be made as an assignment of a
            proportionate part of all the assigning Lender's rights and
            obligations under this Agreement in respect of such Loans, (iv) the
            parties to each assignment shall execute and deliver to the
            Administrative Agent an Assignment and Assumption, together with
            (except in the case of an assignment by a Lender to an Affiliate of
            such Lender) a processing and recordation fee of U.S.$3,500 (with
            only one such fee payable in connection with simultaneous
            assignments to or by two or more Lender Affiliates), payable by the
            assigning Lender, (v) the assignee, if it shall not be a Lender,
            shall deliver to the Administrative Agent an Administrative
            Questionnaire, and (vi) the Borrower shall not incur any increased
            costs merely due to any such assignment including any obligation to
            make any payment under Section 2.11 that would exceed the amount
            payable to the assigning Lender. The Administrative Agent shall
            provide the Borrower and each Lender with written notice of any
            change in (or new) address of a Lender disclosed in an
            Administrative Questionnaire. Subject to acceptance and recording
            thereof pursuant to Section 9.4(c), from and after the effective
            date specified in each Assignment and Assumption, the assignee
            thereunder shall be a party hereto and, to the extent of the
            interest assigned by such Assignment and Assumption, shall have all
            of the rights and obligations of a Lender under this Agreement, and
            the assigning Lender thereunder shall, to the extent of the interest
            assigned by such Assignment and Assumption, be released from its
            obligations under this Agreement (and, in the case of an Assignment
            and Assumption covering all of the assigning Lender's rights and
            obligations under this Agreement, such Lender shall cease to be a
            party hereto but shall continue to be entitled to the benefits of
            Sections 2.9, 2.10 and 2.11 and 9.3). Any assignment or transfer by
            a Lender of rights or obligations
<PAGE>
                                      -82-

            under this Agreement that does not comply with this Section 9.4
            shall be treated for purposes of this Agreement as a sale by such
            Lender of a participation in such rights and obligations in
            accordance with Section 9.4(d). The Administrative Agent, acting for
            this purpose as an agent of the Borrower, shall maintain at one of
            its offices in Toronto, Ontario a copy of each Assignment and
            Assumption delivered to it and a register for the recordation of the
            names and addresses of the Lenders and the principal amount of the
            Loans owing to each Lender pursuant to the terms hereof from time to
            time (the "Register"). The entries in the Register shall be
            conclusive, absent manifest error, and the Borrower, the
            Administrative Agent and the Lenders may treat each Person whose
            name is recorded in the Register pursuant to the terms hereof as a
            Lender hereunder for all purposes of this Agreement. The Register
            shall be available for inspection by the Borrower and any Lender at
            any reasonable time and from time to time upon reasonable prior
            notice.

      (c)   Upon its receipt of a duly completed Assignment and Assumption
            executed by an assigning Lender and an assignee, the assignee's
            completed Administrative Questionnaire (unless the assignee shall
            already be a Lender hereunder), the processing and recordation fee
            referred to in Section 9.4(b) and any written consent to such
            assignment required by Section 9.4(b), the Administrative Agent
            shall accept such Assignment and Assumption and record the
            information contained therein in the Register. No assignment shall
            be effective for purposes of this Agreement unless it has been
            recorded in the Register as provided in Section 9.4(b).

      (d)   Any Lender may, without notice to the Borrower or the consent of the
            Borrower or the Administrative Agent, sell participations to one or
            more Persons (a "Participant") in all or a portion of such Lender's
            rights and obligations under this Agreement and the other Financing
            Documents (including all or a portion of the Loans owing to it);
            provided that (i) such Lender's obligations under this Agreement
            shall remain unchanged, (ii) such Lender shall remain solely
            responsible to the other parties hereto for the performance of such
            obligations, and (iii) the Borrower, the Administrative Agent and
            the other Lenders shall continue to deal solely and directly with
            such Lender in connection with such Lender's rights and obligations
            under this Agreement. Any agreement or instrument pursuant to which
            a Lender sells such a participation shall provide that such Lender
            shall retain the sole right to enforce this Agreement and to approve
            any amendment, modification or waiver of any provision of this
            Agreement; provided that such agreement or instrument may provide
            that such Lender will not, without the consent of the Participant,
            agree to any amendment, modification or waiver described in the
            first proviso to Section 9.2(b) that affects such Participant.
            Subject to Section 9.4(e), the Borrower agrees that each Participant
            shall be entitled to the benefits of Sections 2.9, 2.10 and 2.11 to
            the same extent as if it were a Lender and had acquired its interest
            by assignment pursuant to this Section 9.4(d). To the extent
            permitted by Law, each Participant also shall be entitled to the
            benefits of Section 9.8 as though it were a Lender, provided that
<PAGE>
                                      -83-

            such Participant agrees to be subject to Section 2.12(c) as though
            it were a Lender.

      (e)   A Participant shall not be entitled to receive any greater payment
            under Section 2.9 or 2.10 than the applicable Lender would have been
            entitled to receive with respect to the participation sold to such
            Participant, unless the sale of the participation to such
            Participant is made with the Borrower's prior written consent. A
            Participant that would be a Foreign Lender if it were a Lender shall
            not be entitled to the benefits of Section 2.11 unless the Borrower
            is notified of the participation sold to such Participant and such
            Participant agrees, for the benefit of the Borrower, to comply with
            Section 2.11(e) as though it were a Lender.

      (f)   Any Lender may at any time pledge or assign a security interest in
            all or any portion of its rights under this Agreement to secure
            obligations of such Lender, including any pledge or assignment to
            secure obligations to a Federal Reserve Bank, and Section 9.4 shall
            not apply to any such pledge or assignment of a security interest;
            provided that no such pledge or assignment of a security interest
            shall release a Lender from any of its obligations hereunder or
            substitute any such pledgee or assignee for such Lender as a party
            hereto.

      (g)   Any assignment or grant of a participation pursuant to Section 9.4
            shall constitute neither a repayment by the Borrower to the
            assigning or granting Lender of any Loan included therein, nor a new
            advance of any such Loan to the Borrower by such Lender or by the
            assignee or Participant, as the case may be. The parties acknowledge
            that the Borrower's obligations hereunder with respect to any such
            Loans will continue and will not constitute new obligations as a
            result of such assignment or participation.

9.5         SURVIVAL. All covenants, agreements, representations and warranties
made by the Borrower herein and in the certificates or other instruments
delivered in connection with or pursuant to this Agreement shall be considered
to have been relied upon by the other parties hereto and shall survive the
execution and delivery of this Agreement and the making of any Loans, regardless
of any investigation made by any such other party or on its behalf and
notwithstanding that the Administrative Agent or any Lender may have had notice
or knowledge of any Default or incorrect representation or warranty at the time
any credit is extended hereunder, and shall continue in full force and effect as
long as the principal of or any accrued interest on any Loan or any fee or any
other amount payable under this Agreement is outstanding and unpaid. Sections
2.9, 2.10 or 2.11 and 9.3 and Article 8 shall survive and remain in full force
and effect, regardless of the consummation of the Transactions, the repayment of
the Loans or the termination of this Agreement or any provision hereof.

9.6         COUNTERPARTS; INTEGRATION; EFFECTIVENESS. This Agreement may be
executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement and the other
Financing Documents and any separate letter agreements with respect to fees
payable to the Administrative Agent, constitute the entire contract among the
<PAGE>
                                      -84-

parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof. Except as provided in Section 4.1, this Agreement shall become effective
when it shall have been executed by the Administrative Agent and when the
Administrative Agent shall have received counterparts hereof which, when taken
together, bear the signatures of each of the other parties hereto, and
thereafter shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Delivery of an executed original or
faxed counterpart of a signature page of this Agreement by facsimile shall be as
effective as delivery of a manually executed original counterpart of this
Agreement.

9.7         SEVERABILITY. Any provision of this Agreement held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity, illegality or unenforceability
without affecting the validity, legality and enforceability of the remaining
provisions hereof, and the invalidity of a particular provision in a particular
jurisdiction shall not invalidate such provision in any other jurisdiction.

9.8         RIGHT OF SET OFF. If an Event of Default shall have occurred and be
continuing, each Lender and each of its Affiliates is hereby authorized at any
time and from time to time, to the fullest extent permitted by Law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other obligations at any time owing by such
Lender or Affiliate to or for the credit or the account of the Borrower or any
other Credit Party against any and all of the obligations of the Borrower now or
hereafter existing under this Agreement held by such Lender, irrespective of
whether or not such Lender shall have made any demand under this Agreement and
although such obligations may be unmatured. The rights of each Lender under this
Section are in addition to other rights and remedies (including other rights of
set off) which such Lender may have.

9.9         GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.

      (a)   This Agreement shall be construed in accordance with and governed by
            the Laws of the Province of Ontario.

      (b)   The Borrower hereby irrevocably and unconditionally submits, for
            itself and its property, to the non-exclusive jurisdiction of the
            Courts of the Province of Ontario, and any appellate court thereof,
            in any action or proceeding arising out of or relating to this
            Agreement, or any other Financing Document or for recognition or
            enforcement of any judgment, and each of the parties hereto hereby
            irrevocably and unconditionally agrees that all claims in respect of
            any such action or proceeding may be heard and determined in
            Ontario. Each of the parties hereto agrees that a final judgment in
            any such action or proceeding shall be conclusive and may be
            enforced in other jurisdictions by suit on the judgment or in any
            other manner provided by Law. Nothing in this Agreement shall affect
            any right that the Administrative Agent or any Lender may otherwise
            have to bring any action or proceeding relating to this Agreement or
            any other Financing Document against the Borrower or its properties
            in the courts of any other jurisdiction.
<PAGE>
                                      -85-

      (c)   The Borrower hereby irrevocably and unconditionally waives, to the
            fullest extent it may legally and effectively do so, any objection
            which it may now or hereafter have to the laying of venue of any
            suit, action or proceeding arising out of or relating to this
            Agreement in any court referred to in Section 9.9(b). Each of the
            parties hereto hereby irrevocably waives, to the fullest extent
            permitted by Law, any forum non conveniens defence to the
            maintenance of such action or proceeding in any such court.

      (d)   Each party to this Agreement irrevocably consents to service of
            process in the manner provided for notices in Section 9.1. Nothing
            in this Agreement will affect the right of any party to this
            Agreement to serve process in any other manner permitted by Law.

9.10        WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT, ANY OTHER FINANCING DOCUMENT, OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION.

9.11        HEADINGS. Article and Section headings and the Table of Contents
used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

9.12        CONFIDENTIALITY. The Administrative Agent, the Collateral Agent and
each Lender agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to each of their
Affiliates, directors, officers, employees, agents and advisors, including
accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority or other
Governmental Authority, (c) to the extent required by applicable Laws or
regulations or by any subpoena or similar legal process, (d) to any other party
to this Agreement, (e) in connection with the exercise of any remedies under any
Financing Document or any suit, action or proceeding relating to any Financing
Document or the enforcement of rights thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i)
any actual or prospective assignee of or Participant in any of its rights or
obligations under this Agreement, or (ii) any actual or prospective counterparty
(or its advisors) to any swap or derivative transaction relating to the Borrower
and its obligations, (g) with the consent of the Borrower, or (h) to the extent
such Information (i) becomes publicly available other than as a result of a
breach of this Section, or (ii) becomes available to the
<PAGE>
                                      -86-

Administrative Agent, the Collateral Agent or any Lender on a non-confidential
basis from a source other than the Borrower. For the purposes of this Section,
"Information" means all information received from the Borrower relating to the
Borrower, any of its subsidiaries, or their respective business, other than any
such information that is available to the Administrative Agent, the Collateral
Agent or any Lender on a non-confidential basis prior to disclosure by the
Borrower; provided that, in the case of information received from the Borrower
after the date hereof, such information is clearly identified as confidential in
writing at the time of delivery. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

 [THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW.]

<PAGE>
                                      S-1

                                                           TRANCHE B-TERM LOAN B
                                                                CREDIT AGREEMENT

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

BORROWER                                    PARENT

MICROCELL SOLUTIONS INC.                    MICROCELL TELECOMMUNICATIONS INC.

                                            By: ________________________________
By: _________________________________       Name:  Jocelyn Cote
Name:  Jocelyn Cote                         Title: Vice-President, Legal Affairs
Title: Vice-President, Legal Affairs               and Assistant Secretary
       and Assistant Secretary

AGENTS

JPMORGAN CHASE BANK, TORONTO BRANCH, as Administrative CREDIT SUISSE FIRST
BOSTON, as Syndication Agent and Agent and as Collateral Agent Joint Lead
Arranger

By: _________________________________
Name:  Christine Chan                       By: ________________________________
Title: Vice-President

                                            By: _____________________________

<PAGE>
                                      S-2

                                                           TRANCHE B-TERM LOAN B
                                                                CREDIT AGREEMENT

TRANCHE B-TERM LOAN B LENDERS

                                            ADDRESS: (Please complete)

_____________________________________
(Type or print name of Lender)              Street Address: ____________________

By: _________________________________
Name: _______________________________       City:           ____________________
Title: ______________________________
                                            Province/State: ____________________
By: _________________________________
Name: _______________________________       Postal/Zip Code: ___________________
Title: ______________________________
                                            Country:        ____________________

                                            Contact:        ____________________

                                            Phone:          ____________________

                                            Fax:            ____________________

                                            E-mail:         ____________________

<PAGE>

                                   SCHEDULE A

                                 LENDERS' LOANS

J.P. Morgan Securities Inc.                 U.S.$8,470,000

Credit Suisse First Boston, acting          U.S.$25,000,000
through its Cayman Islands Branch

Oppenheimer Senior Floating Rate Fund       U.S.$8,000,000

The Alphagen Credit Fund Limited            U.S.$1,500,000

JPMorgan Chase Bank, Toronto Branch         U.S.$ amount which when added to
                                            U.S.$42,970,000 equals the U.S.$
                                            Equivalent of Cdn.$200,000,000

<PAGE>

                                   SCHEDULE B

                                DISCLOSED MATTERS

 [NOTE: THE NUMBERS IN PARENTHESES DENOTE THE PROVISION OF THE CREDIT AGREEMENT
                       WHICH REFERS TO THIS SCHEDULE B.]

GOVERNMENTAL APPROVALS (3.3)

1.    None

LITIGATION (3.5)

1.    On April 10, 2002, ASP WirelessNet Inc. ("ASP"), a former service provider
      of the Borrower, filed a notice of arbitration pursuant to an agreement
      that ASP had with the Borrower. ASP claims in the notice of arbitration
      that the Borrower has breached its agreements with ASP and that it
      therefore suffered damages in the amount of $18.5 million, which ASP is
      claiming from the Borrower. The Borrower considers ASP's claim frivolous
      and unfounded in fact and in Law, and intends to vigorously contest it.

REAL PROPERTY AND OFFICE AND SWITCHROOM LEASES (3.8)

1.    Owned Real Properties

IMMOVABLE PROPERTIES

Quebec Property

            Le lot UN MILLION DEUX CENT CINQUANTE SEPT MILLE CINQ CENT TREIZE (1
            257 513) du Cadastre du Quebec, circonscription fonciere de Quebec.

Nicolet Property

            Un immeuble situe dans le secteur St-Gregoire de la ville de
            Becancour, connu et designe comme etant le lot numero SEIZE de la
            subdivision officielle du lot originaire numero CINQUANTE-NEUF
            (59-16) du Cadastre de la Paroisse de Saint-Gregoire,
            circonscription fonciere de Nicolet (Nicolet 2).

Hull Property

            Un immeuble situe dans la ville de Gatineau, connu et designe comme
            etant le lot numero UN MILLION TROIS CENT SOIXANTE-TREIZE MILLE
            TROIS CENT SOIXANTE-DOUZE (1 373 372) du Cadastre du Quebec,
            circonscription fonciere de Hull.

Trois-Rivieres Property

            Un immeuble situe dans la ville de Trois-Rivieres (autrefois
            municipalite de Pointe--du--Lac) connu et designe comme etant le lot
            DEUX MILLIONS TROIS CENT TRENTE ET UN MILLE SEPT CENT TRENTE-NEUF (2
            331 739) du Cadastre du Quebec, circonscription fonciere de
            Trois-Rivieres.

<PAGE>
                                      -2-

L'Assomption Property

            Un emplacement situe dans la ville de Mascouche, connu et designe
            comme etant compose des lots suivants :

            (a)   Le lot numero TRENTE-DEUX de la subdivision officielle du lot
                  originaire numero TROIS CENT QUARANTE-HUIT (348-32) du
                  Cadastre de la Paroisse de Saint-Henri-de-Mascouche,
                  circonscription fonciere de l'Assomption.

            (b)   Le lot numero DIX-NEUF de la subdivision officielle du lot
                  originaire numero TROIS CENT QUARANTE-NEUF (349-19) du
                  Cadastre de la Paroisse de Saint-Henri-de-Mascouche,
                  circonscription fonciere de l'Assomption.

Champlain Property

            Un immeuble situe dans la ville de Trois-Rivieres (autrefois
            municipalite de Saint--Louis--de--France), connu et designe comme
            etant une partie du lot SOIXANTE-CINQ (Ptie 65) du Cadastre de la
            Paroisse de Saint--Maurice, circonscription fonciere de Champlain,
            de figure irreguliere, dont les tenants et aboutissants sont:

            -     vers le nord-est, par la rue Courteau (montre a l'originaire)
                  et par une partie du lot 65, rue Courteau; vers le sud-est,
                  par une partie du lot 65; vers le sud-ouest, par le lot 67-1
                  et par une partie du lot 67; vers le nord-ouest, par le rang
                  St-Alexis (montre a l'originaire);

            Rattachement :

            Le coin nord de ce lot correspond au coin nord du lot 65;

            Dimensions :

<TABLE>
<CAPTION>
                         DIRECTION             LONGUEUR
   LIGNE                GEODESIQUE              METRES             LIMITE
   -----                ----------              ------             ------
<S>                     <C>                    <C>                <C>
10261-23847             136050'20"              286,61            nord-est
23847-10257             146027'10"               30,91            nord-est
10257-10258             136057'15"               49,76            nord-est
10258-10223             220050'30"              147,36            sud-est
10223-10124             316033'25"              375,25            sud-ouest
10124-10261              44013'53"              153,82            nord-ouest
</TABLE>

            Superficie de : 56 305,1 metres carres.

            Le tout tel que montre par un lisere rouge sur le plan prepare par
            Pierre Roy, arpenteur-geometre, le 13 octobre 2000, sous le numero
            50408 de ses dossiers et sous le numero 3488 de ses minutes.
<PAGE>
                                      -3-

Terrebonne Property

            Un immeuble situe dans la ville de Blainville, connu et designe
            comme etant le lot UN MILLION NEUF CENT SEPT MILLE SEPT CENT
            SOIXANTE-SEPT (1 907 767) du Cadastre du Quebec, circonscription
            fonciere de Terrebonne.

With all the buildings thereon erected, and as the said seven (7) immovable
properties hereinabove described now subsist with all of their respective
rights, members and appurtenances, without exception or reserve of any kind, and
together with and subject to all servitudes, continued or discontinued, apparent
or non apparent, attached thereto.

SERVITUDES

      All of the Grantor's rights, title and interest in, to and pursuant to the
      following servitudes affecting the immovable properties hereinafter
      described:

Sainte-Agathe-des-Monts Servitude

            << Une servitude de droit de passage aux termes d'un acte publie
            sous le numero 1 244 541 pour le benefice de la tour, des
            constructions et ouvrages appartenant a Microcell Connexions Inc.,
            identifies comme etant le Fonds Dominant, sur la lisiere ci-apres
            designee, etant le Fonds Servant, a savoir :

                                  FONDS SERVANT

            (a)   Le lot QUARANTE-DEUX de la subdivision officielle du lot
                  originaire QUATRE (4-42), Rang 3, Canton Beresford, du
                  Cadastre de la Paroisse de Sainte-Agathe-des-Monts,
                  circonscription fonciere de Terrebonne, (ledit lot connu comme
                  etant la rue Panorama);

            (b)   Une partie du lot CENT QUARANTE-QUATRE de la subdivision
                  officielle du lot originaire QUATRE (4-144) Rang 3, Canton
                  Beresford, du Cadastre de la Paroisse de
                  Sainte-Agathe-des-Monts, circonscription fonciere de
                  Terrebonne, decrite comme suit :

                  De figure trapezoidale, indiquee par les nombres 1, 2, 3 et 4
                  sur le plan prepare par Francois Houle, arpenteur-geometre, le
                  25 octobre 2000, sous le numero 2655 de ses minutes,
                  commencant au point << 1 >> etant situe au coin sud-est du lot
                  4-144 du Rang III du Canton de Beresford, ladite parcelle est
                  bornee et decrite comme suit :

            -     vers le sud-ouest, la ligne 1-2, par le lot 4-145 et mesurant
                  le long de cette limite quarante-quatre metres et trois
                  centiemes (44,03 m) suivant une ligne ayant un gisement de
                  298 degrees 21'23".
<PAGE>
                                      -4-

            -     vers le nord-ouest, la ligne 2-3, par une partie du lot 5A et
                  mesurant le long de cette limite quatre metres et
                  soixante-neuf centiemes (4,69 m) suivant une ligne ayant un
                  gisement de 15 degrees 25'26".

            -     vers le nord-est, la ligne 3-4, par le residu du lot 4-144 et
                  mesurant le long de cette limite quarante-trois metres et
                  quatre-vingt-douze centiemes (43,92 m) suivant une ligne ayant
                  un gisement de 118 degrees 21'23".

            -     vers le sud-est, la ligne 4-1, par le lot 4-42 (rue Panorama)
                  et mesurant le long d'un arc quatre metres et soixante-treize
                  centiemes (a :4,73 m) ayant un rayon de vingt metres (r :20,00
                  m).

            Superficie : 200,5 metres carres.

                                 FONDS DOMINANT

            La tour, les constructions et ouvrages sont eriges sur l'emplacement
            suivant :

            (a)   Une partie du lot CINQ A (Ptie 5A), Rang 3, Canton Beresford,
                  du Cadastre de la Paroisse de Sainte-Agathe-des-Monts,
                  circonscription fonciere de Terrebonne, decrite comme suit :

                  De figure irreguliere, indiquee par les nombres 2, 5, 6, 7, 8
                  et 3 sur ledit plan, commencant au point << 2 >> etant situe
                  au coin sud-ouest du lot 4-144 du Rang III du Canton de
                  Beresford, ladite parcelle est bornee et decrite comme suit :

            -     vers le sud-ouest, la ligne 2-5 sur ledit plan, par une autre
                  partie du lot 5A et mesurant le long de cette limite huit
                  metres et cinq centiemes (8,05 m) suivant une ligne ayant un
                  gisement de 298 degrees 21'23".

            -     vers l'ouest, la ligne 5-6 sur ledit plan, par une autre
                  partie du lot 5A et mesurant le long de cette limite cent
                  trente-cinq metres et cinq centiemes (135,05 m) suivant une
                  ligne ayant un gisement de 0 degrees 04'07".

            -     vers le nord, la ligne 6-7 sur ledit plan, par une autre
                  partie du lot 5A decrite plus bas, et mesurant le long de
                  cette limite quatre metres et soixante centiemes (4,60 m)
                  suivant une ligne ayant un gisement de 96 degrees 19'15".

            -     vers l'est, la ligne 7-8 sur ledit plan, par une autre partie
                  du lot 5A et mesurant le long de cette limite cent trente et
                  un metres et quatre-vingt-deux centiemes (131,82 m) suivant
                  une ligne ayant un gisement de 180 degrees 04'07".

            -     vers le nord-est, la ligne 8-3 sur ledit plan, par une autre
                  partie du lot 5A et mesurant le long de cette limite quatre
                  metres et vingt-sept centiemes (4,27 m) suivant une ligne
                  ayant un gisement de 118 degrees 21'23".

            -     vers le sud-est, la ligne 3-2 sur ledit plan, par le residu du
                  lot 4-144 et mesurant le long de cette limite quatre metres et
                  soixante-neuf centiemes (4,69 m) suivant une ligne ayant un
                  gisement de 195 degrees 25'26".

            Superficie : 638,0 metres carres.

<PAGE>
                                      -5-

            (b)   Une partie du lot CINQ A (Ptie 5A), Rang 3, Canton Beresford,
                  du Cadastre de la Paroisse de Sainte-Agathe-des-Monts,
                  circonscription fonciere de Terrebonne, decrite comme suit :

                  De figure carree, indiquee par les nombres 6, 9, 10 et 11 sur
                  ledit plan, commencant au point << 6 >>, rattache
                  precedemment, ladite parcelle est bornee comme suit :

            -     vers l'est, la ligne 6-9 sur ledit plan, par une autre partie
                  du lot 5A et mesurant le long de cette limite six metres et
                  dix-huit centiemes (6,18 m) suivant un ligne ayant un gisement
                  de 6 degrees 19'15".

            -     vers le nord, la ligne 9-10 sur ledit plan, par une autre
                  partie du lot 5A et mesurant le long de cette limite six
                  metres et dix-huit centiemes (6,18 m) suivant une ligne ayant
                  un gisement de 96 degrees 19'15".

            -     vers l'est, la ligne 10-11 sur ledit plan, par une partie du
                  lot 5A et mesurant le long de cette limite six metres et
                  dix-huit centiemes (6,18 m) suivant une ligne ayant un
                  gisement de 186 degrees 19'15".

            -     vers le sud, la ligne 11-6 sur ledit plan, par une autre
                  partie du lot 5A et mesurant le long de cette limite six
                  metres et dix-huit centiemes (6,18 m) suivant une ligne ayant
                  un gisement de 276 degrees 19'15".

            Superficie : 8,2 metres carres. >>

Levis Servitude

            << Une servitude de droit de passage aux termes d'un acte publie
            sous le numero 452 431 pour le benefice de la tour, des
            constructions et ouvrages appartenant a Microcell Connexions Inc.,
            identifies comme etant le Fonds Dominant, sur la lisiere ci-apres
            designee, etant le Fonds Servant, a savoir :

                                  FONDS SERVANT

            (a)   Une partie du lot QUARANTE-TROIS (Ptie 43) du Cadastre de la
                  Paroisse de Saint-Etienne-de-Lauzon, circonscription fonciere
                  de Levis, designee comme suit :

                  De figure irreguliere, indiquee par les nombres 1 a 6 du plan
                  prepare par Francois Houle, arpenteur-geometre, le 1er mai
                  2001, sous le numero 3138 de ses minutes, commencant au point
                  << 1 >> etant l'intersection entre la ligne separative des
                  lots 42 et 43 avec la limite SUD-EST de l'emprise du Chemin
                  Sainte-Anne Est (une partie du lot 43), ladite parcelle est
                  bornee et decrite comme suit :

            -     vers le nord-est, par une partie du lot 42, dans une premiere
                  ligne 1-2, et mesurant le long de cette limite
                  quatre-vingt-quatre metres et quatre-vingt-deux centiemes
                  (84,82 m) suivant une ligne ayant un gisement de 134 degrees
                  57'29"; dans une deuxieme ligne 2-3, et mesurant le long de
                  cette limite deux cent quarante-
<PAGE>
                                      -6-

                  huit metres et vingt et un centiemes (248,21 m) suivant une
                  ligne ayant un gisement de 133 degrees 48'58".

            -     vers le sud-est, la ligne 3-4, par une autre partie du lot 43
                  et mesurant le long de cette limite dix metres et quatre
                  centiemes (10,04 m) suivant une ligne ayant un gisement de
                  228 degrees 48'58".

            -     vers le sud-ouest, par une autre partie du lot 43, dans une
                  premiere ligne 4-5, et mesurant le long de cette limite deux
                  cent quarante-sept metres et quarante-quatre centiemes (247,44
                  m) suivant une ligne ayant un gisement de 313 degrees 48'58";
                  dans une deuxieme ligne 5-6, et mesurant le long de cette
                  limite soixante-dix-huit metres et quatre-vingt-sept centiemes
                  (78,87 m) suivant une ligne ayant un gisement de
                  314 degrees 57'29".

            -     vers le nord-ouest, la ligne 6-1, par une autre partie du lot
                  43, etant le Chemin Sainte-Anne Est et mesurant le long de
                  cette limite onze metres et soixante-neuf centiemes (11,69 m)
                  suivant une ligne ayant un gisement de 13 degrees 46'34".

            Superficie : 3 296,7 metres carres

            (b)   Une partie du lot QUARANTE-TROIS (Ptie 43) du Cadastre de la
                  Paroisse de Sainte-Etienne-de-Lauzon, circonscription fonciere
                  de Levis, designee comme suit :

                  De figure parallelogrammique, indiquee par les nombres 3, 4, 7
                  et 8 sur ledit plan, commencant au point << 3 >> precedemment
                  rattache, ladite parcelle est bornee et decrite comme suit :

            -     vers le nord-est, la ligne 3-7, par une partie du lot 42
                  decrite plus bas, et mesurant le long de cette limite dix
                  metres et quatre centiemes (10,04 m) suivant une ligne ayant
                  un gisement de 133 degrees 48'58".

            -     vers le sud-est, la ligne 7-8, par une autre partie du lot 43
                  et mesurant le long de cette limite dix metres et quatre
                  centiemes (10,04 m) suivant une ligne ayant un gisement de
                  228 degrees 48'58".

            -     vers le sud-ouest, la ligne 8-4, par une autre partie du lot
                  43 et mesurant le long de cette limite dix metres et quatre
                  centiemes (10,04 m) suivant une ligne ayant un gisement de
                  313 degrees 48'58".

            -     vers le nord-ouest, la ligne 4-3, par une autre partie du lot
                  43, decrite precedemment, et mesurant le long de cette limite
                  dix metres et quatre centiemes (10,04 m) suivant une ligne
                  ayant un gisement de 48 degrees 48'58".

            Superficie : 100,4 metres carres.

<PAGE>
                                      -7-

                                 FONDS DOMINANT

            La tour, les constructions et ouvrages sont eriges sur l'emplacement
            suivant :

            (a)   Une partie du lot QUARANTE-DEUX (Ptie 42) du Cadastre de la
                  Paroisse de Saint-Etienne-de-Lauzon, circonscription fonciere
                  de Levis, designee comme suit :

                  De figure carree, indiquee par les nombres 11, 12, 14 et 15
                  sur ledit plan, commencant au point << 11 >> ci-apres
                  rattache, ladite parcelle est bornee et decrite comme suit :

            -     vers le nord-ouest, la ligne 11-14, par une autre partie du
                  lot 42, et mesurant le long de cette limite six metres et
                  quatre-vingt-seize centiemes (6,96 m) suivant une ligne ayant
                  un gisement de 49 degrees 43'36".

            -     vers le nord-est, la ligne 14-15, par une autre partie du lot
                  42, et mesurant le long de cette limite six metres et
                  quatre-vingt-seize centiemes (6,96 m) suivant une ligne ayant
                  un gisement de 139 degrees 43'36".

            -     vers le sud-est, la ligne 15-12, par une autre partie du lot
                  42, et mesurant le long de cette limite six metres et
                  quatre-vingt-seize centiemes (6,96 m) suivant une ligne ayant
                  un gisement de 229 degrees 43'36".

            -     vers le sud-ouest, la ligne 12-11, par une autre partie du lot
                  42, et mesurant le long de cette limite six metres et
                  quatre-vingt-seize centiemes (6,96 m) suivant une ligne ayant
                  un gisement de 319 degrees 43'36".

            Superficie : 48,4 metres carres.

            (b)   Une partie du lot QUARANTE-DEUX (Ptie 42) du Cadastre de la
                  Paroisse de Saint-Etienne-de-Lauzon, circonscription fonciere
                  de Levis, designee comme suit :

                  De figure irreguliere, indiquee par les nombres 3, 9, 10, 11,
                  12 et 13 sur ledit plan, commencant au point << 3 >>, ci-apres
                  rattache, ladite parcelle est bornee et decrite comme suit :

            -     vers le nord-ouest, la ligne 3-9, par une autre partie du lot
                  42 et mesurant le long de cette limite dix metres et quatre
                  centiemes (10,04 m) suivant une ligne ayant un gisement de
                  48 degrees 48'58".

            -     vers le nord-est, la ligne 9-10, par une autre partie du lot
                  42 et mesurant le long de cette limite cent seize metres et
                  quatre-vingt-six centiemes (116,86 m) suivant une ligne ayant
                  un gisement de 133 degrees 48'58".

            -     vers le nord-ouest, la ligne 10-11, par une autre partie du
                  lot 42 et mesurant le long de cette limite cinquante metres et
                  soixante-douze centiemes (50,72 m) suivant une ligne ayant un
                  gisement de 49 degrees 43'36".
<PAGE>
                                      -8-

            -     vers le nord-est, la ligne 11-12, par une autre partie du lot
                  42, decrite plus haut, et mesurant le long de cette limite six
                  metres et quatre-vingt-seize centiemes (6,96 m) suivant une
                  ligne ayant un gisement de 139 degrees 43'36".

            -     vers le sud-est, la ligne 12-12, par une autre partie du lot
                  42, et mesurant le long de cette limite soixante metres et six
                  centiemes (60,06 m) suivant une ligne ayant un gisement de
                  229 degrees 43'36".

            -     vers le sud-ouest, la ligne 13-3, par une partie du lot 43, et
                  mesurant le long de cette limite cent-vingt-trois metres et
                  soixante-dix centiemes (123,70 m) suivant une ligne ayant un
                  gisement de 313 degrees 48'58".

            Superficie : 1 588,3 metres carres. >>

Salaberry Servitude

            << Une servitude de droit de passage aux termes d'un acte publie
            sous le numero 1 182 040 pour le benefice de la tour, des
            constructions et ouvrages appartenant a Microcell Connexions Inc.,
            identifies comme etant le Fonds Dominant, sur la lisiere ci-apres
            designee, etant le Fonds Servant, a savoir :

                                  FONDS SERVANT

            (a)   Une lisiere de terrain situee dans la ville de Mont-Tremblant
                  (autrefois ville de Saint--Jovite), connue et designee comme
                  etant une partie du lot DEUX CENT QUARANTE-CINQ (Ptie 245), du
                  Cadastre du Canton de De Salaberry, circonscription fonciere
                  de Terrebonne, designee comme suit :

                  De figure irreguliere, indiquee par les nombres 1, 2, 3, 4, 5,
                  6, 7, 8, 9, 10, 11, 12, 13, 14 sur le plan prepare par
                  Francois Houle, arpenteur-geometre, le 17 aout 1998, sous le
                  numero 1035 de ses minutes (dossier numero 40429-1),
                  commencant au point << 1 >> etant situe a un metre (1,00 m),
                  mesuree suivant une ligne ayant un gisement de
                  267 degrees 36'11" a partir du coin OUEST du lot 243 (point <<
                  X >>), ladite parcelle est bornee et decrite comme suit :

            -     vers l'est, la ligne 1-2, une autre partie du lot 245, et
                  mesurant le long de cette limite quarante-neuf metres et
                  quatre-vingt-dix-huit centiemes (49,98 m) suivant une ligne
                  ayant un gisement de 179 degrees 43'08".

            -     vers le nord-est, la ligne 2-3, par une autre partie du lot
                  245 et mesurant le long de cette limite quinze metres et
                  soixante-douze centiemes (15,72 m) suivant une ligne ayant un
                  gisement de 166 degrees 12'05".

            -     vers l'est, la ligne 3-4, par une autre partie du lot 245 et
                  mesurant le long de cette limite quarante metres (40,00 m)
                  suivant une ligne ayant un gisement de 190 degrees 23'43".
<PAGE>
                                      -9-

            -     vers le nord-est, la ligne 4-5, par une autre partie du lot
                  245 et mesurant dans cette limite quatorze metres et
                  trente-deux centiemes (a :14,32 m) le long d'un arc de neuf
                  metres et quinze centiemes (r :9,15 m) de rayon.

            -     vers le nord, la ligne 5-6, par une autre partie du lot 245 et
                  mesurant le long de cette limite cent un metres et
                  soixante-huit centiemes (101,68 m) suivant une ligne ayant un
                  gisement de 102 degrees 46'30 ".

            -     vers le nord-ouest, la ligne 6-7, par une autre partie du lot
                  245 et mesurant le long de cette limite vingt-deux metres et
                  vingt-cinq centiemes (22,25 m) suivant une ligne ayant un
                  gisement de 70 degrees 59'22".

            -     vers le nord-est, la ligne 7-8, par la partie du lot 233 au
                  meme cadastre et circonscription fonciere, decrite plus bas,
                  et mesurant le long de cette limite quatre metres et
                  trente-sept centiemes (4,37 m) suivant une ligne ayant un
                  gisement de 194 degrees 16'54'.

            -     vers le sud-est, la ligne 8-9, par une autre partie du lot 245
                  et mesurant le long de cette limite vingt metres et
                  quatre-vingt-neuf centiemes (20,89 m) suivant une ligne ayant
                  un gisement de 250 degrees 59'22'.

            -     vers le sud, la ligne 9-10, par une autre partie du lot 245 et
                  mesurant le long de cette limite cent deux metres et
                  soixante-sept centiemes (102,67 m) suivant une ligne ayant un
                  gisement de 282 degrees 46'30".

            -     vers le sud-ouest, la ligne 10-11, par une autre partie du lot
                  245 et mesurant dans cette limite dix-neuf metres et
                  quatre-vingt-quinze centiemes (a :19,95 m) le long d'un arc de
                  douze metres et quatre-vingts centiemes (r :12,80 m) de rayon.

            -     vers l'ouest, la ligne 11-12, par une autre partie du lot 245
                  et mesurant le long de cette limite trente-neuf metres et
                  vingt-et-un centiemes (39,21 m) suivant une ligne ayant un
                  gisement de 10 degrees 23'43".

            -     vers le sud-ouest, la ligne 12-13, par une autre partie du lot
                  245 et mesurant le long de cette limite quinze metres et
                  quarante et un centiemes (15,41 m) suivant une ligne ayant un
                  gisement de 346 degrees 12'05".

            -     vers l'ouest, la ligne 13-14, par une autre partie du lot 245
                  et mesurant le long de cette limite cinquante metres et
                  vingt-cinq centiemes (50,25 m) suivant une ligne ayant un
                  gisement de 359 degrees 43'08".

            -     vers le nord, la ligne 14-1, par la rue Ouimet etant un lot
                  montre a l'originaire et mesurant le long de cette limite
                  trois metres et soixante-six centiemes (3,66 m) suivant une
                  ligne ayant un gisement de 87 degrees 36'11".

            Superficie : 899,3 metres carres.
<PAGE>
                                      -10-

                                 FONDS DOMINANT

            La tour, les constructions et ouvrages sont eriges sur l'emplacement
suivant :

            (a)   UN TERRAIN SITUE DANS LA VILLE DE MONT-TREMBLANT (AUTREFOIS
                  VILLE DE SAINT--JOVITE), CONNU ET DESIGNE COMME ETANT UNE
                  PARTIE DU LOT DEUX CENT TRENTE-TROIS (PTIE 233), DU CADASTRE
                  DU CANTON DE DE SALABERRY, CIRCONSCRIPTION FONCIERE DE
                  TERREBONNE, DESIGNEE COMME SUIT :

                  De figure irreguliere, indiquee par les nombres 29, 30, 31,
                  32, 33 sur ledit plan, commencant au point << 29 >> etant
                  situe a deux metres et quatre-vingt-cinq centiemes (2,85 m),
                  mesuree suivant une ligne ayant un gisement de
                  102 degrees 29'06" a partir du point << 21 >>, decrite dans la
                  description technique rattachee audit plan, ladite parcelle
                  est bornee et decrite comme suit :

            -     vers l'est, la ligne 29-30, par une autre partie du lot 233 et
                  mesurant le long de cette limite treize metres et
                  quarante-quatre centiemes (13,44 m) suivant une ligne ayant un
                  gisement de 192 degrees 29'06".

            -     vers le sud, la ligne 30-31, par une autre partie du lot 233,
                  etant la route 117, et mesurant le long de cette limite sept
                  metres (7,00 m) suivant une ligne ayant un gisement de
                  279 degrees 29'44".

            -     vers le sud-ouest, la ligne 31-32, par une autre partie du lot
                  233, etant la route 117, et mesurant le long de cette limite
                  deux metres et quarante-cinq centiemes (2,45 m) suivant une
                  ligne ayant un gisement de 298 degrees 13'55".

            -     vers l'ouest, la ligne 32-33, par une autre partie du lot 233
                  et mesurant le long de cette limite treize metres et quatorze
                  centiemes (13,14 m) suivant une ligne ayant un gisement de
                  12 degrees 29'06".

            -     vers le nord, la ligne 33-29, par une autre partie du lot 233
                  et mesurant le long de cette limite neuf metres et trente-cinq
                  centiemes (9,35 m) suivant une ligne ayant un gisement de
                  102 degrees 29'06".

                  Superficie : 127,00 metres carres. >>

Montreal Servitude

            << Une servitude de droit de passage aux termes d'un acte publie
            sous le numero 10 133 119 pour le benefice de Microcell Connexions
            Inc. sur la lisiere, ci-apres designee, etant le Fonds Servant, a
            savoir :

                                  FONDS SERVANT

            Une partie du lot numero UN MILLION CINQ CENT CINQUANTE-HUIT MILLE
            QUATRE-VINGT-QUINZE (Ptie 1 558 095) du Cadastre du Quebec,
            circonscription fonciere de Montreal.

            De figure irreguliere, indiquee par les nombres 1 a 6 sur la copie
            de plan annexee a la description technique preparee par Francois
            Houle, arpenteur geometre, en date du 3 juin
<PAGE>
                                      -11-

            3003 sous le numero 4572 de ses minutes, commencant au point << 1 >>
            etant situe a un metre et cinquante centiemes (1,50 m), mesuree en
            direction nord-est le long de la limite separative des lots 1 558
            095 et 1 558 301 (avenue Clark-Graham) a partir du point << X >>,
            etant l'intersection des lots 1 558 072, 1 558 095 et 1 558 301
            (avenue Clark-Graham), ladite parcelle est bornee et decrite comme
            suit:

            -     vers le nord-ouest, la ligne 1-2, par le lot 1 558 301 (avenue
                  Clark-Graham) et mesurant le long de cette limite quatre
                  metres et cinquante-sept centiemes (4,57 m) suivant une ligne
                  ayant un gisement de 61 degrees 05'01".

            -     vers le nord-est, la ligne 2-3, par une autre partie du lot 1
                  558 095 et mesurant le long de cette limite cent vingt-huit
                  metres et soixante-seize centiemes (128,76 m) suivant une
                  ligne ayant un gisement de 151 degrees 05'01".

            -     vers le nord-est, la ligne 3-4, par une autre partie du lot 1
                  558 095 et mesurant le long de cette limite huit metres et
                  cinquante-neuf centiemes (8,59 m) suivant une ligne ayant un
                  gisement de 101 degrees 44'24".

            -     vers le sud-est, l'arc 4-5, par une partie du lot 1 558 166,
                  et mesurant le long de cet arc quatre metres et
                  quatre-vingt-un centiemes (a: 4,81 m) suivant un arc ayant un
                  rayon de cent dix-huit metres et quatre-vingt-seize centiemes
                  (r: 118,96 m).

            -     vers le sud-ouest, la ligne 5-6, par une autre partie du lot 1
                  558 095 et mesurant le long de cette limite neuf metres et
                  dix-huit centiemes (9,18 m) suivant une ligne ayant un
                  gisement de 281 degrees 44'24".

            -     vers le sud-ouest, la ligne 6-1, par une autre partie du lot 1
                  558 095 et mesurant le long de cette limite cent trente metres
                  et quatre-vingt-six centiemes (130,86 m) suivant une ligne
                  ayant un gisement de 331 degrees 05'01".

            Ayant une superficie de 633,8 metres carres.

            Le tout tel qu'il appert de la description technique preparee par
            Francois Houle, arpenteur-geometre, en date du 3 juin 2002 sous le
            numero 4572 de ses minutes et classee sous le numero 41916-1 des
            dossiers de son etude. >>

Nicolet Servitude

            << Une servitude de droit de passage aux termes d'un acte publie
            sous le numero 10 131 129 pour le benefice de Microcell Connexions
            Inc., sur la lisiere ci-apres designee, etant le Fonds Servant :

                                  FONDS SERVANT

            Une lisiere de terrain etant une partie du lot CENT SOIXANTE-SIX
            (Ptie 166) (ancien chemin desaffecte) du Cadastre de la Paroisse de
            Sainte--Eulalie, circonscription fonciere de Nicolet (Nicolet 2).
<PAGE>
                                      -12-

            De figure irreguliere, indiquee par les nombres 1, 2, 3, 4, 5, 6, 7
            et 8 sur la copie de plan prepare par Francois Houle,
            arpenteur-geometre, date du 6 juillet 2000 et portant le numero de
            minute 2438, commencant au point << 1 >> etant situe sur le coin
            nord-ouest du lot originaire 166 du Cadastre de la paroisse de
            Sainte-Eulalie, ladite parcelle est bornee et decrite comme suit :

            -     vers le nord-ouest, la ligne 1-2, par le fronteau des terres
                  du cinquieme rang de l'augmentation du canton de Bulstrode, et
                  mesurant le long de cette limite huit metres et
                  soixante-dix-neuf centiemes (8,79 m) suivant une ligne ayant
                  un gisement de 72 degrees 18'05 ".

            -     vers l'est, par une autre partie du lot 166 et mesurant, dans
                  une premiere ligne 2-3, cent soixante-sept metres et
                  soixante-douze centiemes (167,72 m) suivant une ligne ayant un
                  gisement de 178 degrees 24'36", dans une seconde ligne 3-4,
                  huit cent cinquante-neuf metres et vingt-cinq centiemes
                  (859,25 m) suivant une ligne ayant un gisement de
                  177 degrees 51'10" et dans une troisieme ligne 4-5, cent
                  trente-cinq metres et quatre-vingt-dix centiemes (135,90 m)
                  suivant une ligne ayant un gisement de 178 degrees 19'34".

            -     vers le sud-est, la ligne 5-6, par une autre partie du lot 166
                  et mesurant le long de cette limite huit metres et
                  soixante-dix-neuf centiemes (8,79 m) suivant une ligne ayant
                  un gisement de 252 degrees 20'29".

            -     vers l'ouest par les lots 64, 65 et 66 du Canton d'Aston, et
                  mesurant, dans une premiere ligne 6-7, cent trente-huit metres
                  et vingt-neuf centiemes (138,29 m) suivant une ligne ayant un
                  gisement de 358 degrees 19'34"; dans une seconde ligne 7-8,
                  huit cent cinquante-neuf metres et vingt-six centiemes (859,26
                  m) suivant une ligne ayant un gisement de 357 degrees 51'10"
                  et dans une troisieme ligne 8-1, cent soixante-cinq metres et
                  trente-deux centiemes (165,32 m) ayant un gisement de
                  358 degrees 24'36". >>

2.    Office and Switchroom Leases

(a)   Office space situated on the 4th, 9th, 10th and 11th Floors at the
      building located at 1250 Rene Levesque Boulevard West, Montreal, Quebec,
      containing an area of approximately 123,411 square feet pursuant to a
      Sublease Agreement between IBM Canada Limited as Sublessor, Societe en
      Commandite Douze-Cinquante/Twelve-Fifty Company Limited, as Lessor
      Borrower as Subtenant dated as of the 3rd day of February, 1995 as amended
      by an Amendment to Sublease dated March 28, 1996 and by a Second Amendment
      to Sublease dated November 22, 1996. The 11th and 9th floor collectively
      measuring 64,543 square feet have been sub-leased to Cap Gemini Ernst &
      Young starting January 1, 2003 and March 1, 2003 respectively. (A portion
      of the 4th floor representing approximately 7,600 square feet will also be
      sub-leased by Cap Gemini at a later date).

(b)   Office space situated on the 20th and 21st floors of the building located
      at 1250 Rene-Levesque Boulevard West, Montreal, Quebec, containing an area
      of 47,403 square feet pursuant to a Sublease Agreement between Bowater
      Pulp & Paper (Canada) Inc. as Sublessor, and Borrower as Subtenant dated
      as of the 17th day of December 1998. The 20th floor has been sub-leased to
<PAGE>
                                      -13-

      Public Sector Pensions Investment Board starting December 1, 2002. The
      21st floor has been sub-leased to Heenan Blaikie Management Ltd., starting
      February 1, 2004.

(c)   Office space situated on Level A and part of Level B & C at the building
      located at 800 de la Gauchetiere West, Montreal, Quebec, containing an
      area of approximately 346,244 square feet pursuant to a Lease entered into
      between WPBI Property Management Inc., as Lessor and Borrower, as Tenant
      dated for reference as of August 1, 1998, as amended by Amendments to
      Lease dated for reference as of October 1, 2000, June 15, 2001, July 1,
      2002, May 1, 2003 and January 1, 2004. A portion of level C representing
      12,796 square feet has been cancelled, without penalty, on July 1, 2002.

(d)   Office space situated on the 17th Floor of the building located at 20 Bay
      Street, Toronto, Ontario containing an area of approximately 21,325 square
      feet pursuant to a Lease between Omers Realty Co. and Borrower made as of
      February 1, 1996 as amended by Lease Amending Agreements made as of May 1,
      1997, May 26, 1997, June 1, 1997, September 1, 1999, May 1, 2000, October
      25, 2002 and September 9, 2003.

(e)   Office space situated on the 5th and 8th Floors of the building located at
      815 West Hastings Street, Vancouver, British Columbia, containing an area
      of approximately 14,000 square feet, pursuant to a Lease entered into
      between Investors Group Trust Co. Ltd. and Borrower as of March 22, 1996,
      as amended on March 4, 1997 and June 16, 1997. Since June 14, 2002 the
      office space has been reduced to 12,437 square feet and renewed until June
      14, 2005, pursuant to a Lease Amendment and Extension Agreement dated
      March 25, 2002, as amended on May 15, 2002.

(f)   Office space situated on the 20th floor of the building located at 500 -
      4th Avenue S.W., Calgary, Alberta, containing an area of 10,253 square
      feet, pursuant to a Lease entered into between O&Y Properties Inc. and
      Grosvenor Canada Limited and Borrower as of February 7, 2001, as amended
      on December 5, 2001. This office space was sub-leased to Integrated Data
      Corporation between July 1, 2003 and November 19, 2003.

(g)   Switch Room and computer room space situated on the 5th Floor of the
      building located at 1250 Rene Levesque Boulevard West, Montreal, Quebec
      containing an area of approximately 10,739 square feet, pursuant to a
      Sublease dated as of February 3, 1995 between IBM Canada Limited as
      Sublessor, Societe en Commandite Douze-Cinquante/Twelve-Fifty Company
      Limited as Lessor and Borrower as Subtenant which Sublease Agreement was
      assigned to Borrower as of June 11, 1998 and amended by an Amendment to
      Sublease dated April 26, 1996 and by a Second Amendment to sublease dated
      October 9, 2002;

(h)   Switch Room space situated on part of the 2nd Floor of the building
      located at 10 Bay Street, Toronto, Ontario, containing an area of
      approximately 13,108 square feet, pursuant to a Lease entered into between
      Omers Realty Co. and Microcell Telecommunications Inc. dated February 1,
      1996 which Lease was assigned to Borrower as of June 11, 1998 and amended
      by Lease Amending Agreements to the Lease effective July 1, 1997, December
      1, 1998, September 1, 1999 and August 15, 2002;

(i)   Switch Room space situated on the 3rd Floor of the building located at 815
      West Hastings Street, Vancouver, British Columbia, containing an area of
      approximately 4,788 square feet, pursuant to a Lease entered into between
      Investors Group Trust Co. Ltd. and Microcell Telecommunications Inc. dated
      March 22, 1996 which Lease was assigned to Borrower as of March 31, 1996;
<PAGE>
                                      -14-

(j)   Switch Room space situated on part of the 5th Floor of the building
      located at 630 Third Avenue South West, Calgary, Alberta, containing an
      area of approximately 8,283 square feet, pursuant to an Offer to Lease
      entered into between 623244 Alberta Ltd. and Borrower dated November 1,
      1997;

(k)   Switch Room space situated on Level A of the building located at 800 de la
      Gauchetiere West, Montreal, Quebec, containing an area of approximately
      15,594 square feet, pursuant to a offer to Lease between WPBI Property
      Management Inc., as Lessor and Borrower dated March 22, 1999 as amended on
      August 20, 1999 and August 1, 2001;

(l)   Switch Room space situated on the 5th floor of the building located at 2
      Robert - Specks Park Way, Mississauga, Ontario, containing an area of
      approximately 10,627 square feet, pursuant to a Lease Agreement dated
      November 1, 2000 between Clarica Life Insurance Company and Canadian
      Partners Fund Inc. (as Lessor) and Borrower; and

(m)   Switch Room space situated on the 1st floor of the building located at 555
      Sixth Street, NewWestminster, British Columbia, containing an area of
      approximately 10,795 square feet, pursuant to a Lease Agreement dated as
      of November 22, 2000 between Canacemal Investment Inc. and Borrower.

SUBSIDIARIES (3.14)

1.    Inukshuk Internet Inc. (wholly-owned subsidiary of Borrower and
      Unrestricted Subsidiary)

2.    Telcom Investments Inc. (wholly-owned subsidiary of Borrower and
      Unrestricted Subsidiary)

3.    2861399 Canada Inc. (wound-up into Parent as of December 31, 2003)

MATERIAL CONTRACTS (3.16)

1.    Tranche A Exit Facility Agreement.

2.    Tranche B - Term Loan A Credit Agreement.

3.    Purchase and Licence Agreement with Nortel Networks

ENVIRONMENTAL MATTERS (3.17)

1.    None
<PAGE>
                                      -15-

EMPLOYEE MATTERS (3.18)

1.    Employment Agreement with Alain Rheaume, President and Chief Operating
      Officer of the Borrower, providing for an indemnity of 24 months in the
      event of dismissal without reasonable cause.

2.    Employment Agreement with Andre Tremblay, President and Chief Executive
      Officer of Parent, providing for an indemnity of 24 months in the event of
      dismissal without reasonable cause.

3.    Employment Agreement with Jacques Leduc, Chief Financial Officer and
      Treasurer of Parent, providing for an indemnity of 24 months in the event
      of dismissal without reasonable cause before September 30, 2004.

INTELLECTUAL PROPERTY RIGHTS (3.20)

1.    Registered Trade Marks:

(a)   FIDO registered on April 28, 1997, registration no. TMA475,321;

(b)   FIDO registered in the United Sates on December 11, 2001, registration no.
      2,517,638;

(b)   FIDO & DESIGN registered on February 2, 1998, registration no. TMA489,000;

(c)   FIDO & DESIGN registered in the United States on April 16, 2002,
      registration no. 2,560,921;

(c)   FIDO (CARACTERES CHINOIS) DESIGN registered on February 21, 2001,
      registration no. TMA541,416;

(b)   FIDOMATIC registered on June 11, 2001, registration no. TMA546,433;

(c)   FIDO (CARACTERES CHINOIS) DESIGN registered on April 19, 2002,
      registration no. TMA560,471;

(d)   FIDOMATIC & DESIGN registered on June 12, 2001, registration no.
      TMA546,451;

(e)   FIDOMATIC & DESIGN registered in the United States on December 17, 2002,
      registration no. 2,661,037

(f)   FIDO C'EST VOUS LE MAITRE & DESIGN registered on March 13, 2001,
      registration no. TMA542,267;

(g)   FIDO YOU ARE THE MASTER & DESIGN registered on March 13, 2001,
      registration no. TMA542,265;

(h)   FIDO & DESIGN registered on February 26, 2001, registration number
      TMA541,562;

(i)   FIDOPRO registered on February 27, 2001, registration no. TMA541,653;

(j)   INSTANT REPLY registered on June 11, 2001, registration no. TMA546,429;
<PAGE>
                                      -16-

(k)   REPONSE ECLAIR registered on June 11, 2001, registration no. TMA546,430;

(l)   LA MESSAGERIE VOCALE PERFORMANCE registered on June 12, 2001, registration
      no. TMA546,480;

(m)   FIDO E-MAIL registered on June 12, 2001, registration no. TMA546,477;

(n)   COURRIEL FIDO registered on June 12, 2001, registration no. TMA546,478;

(o)   FIDODATA registered on February 21, 2001, registration no. TMA541,437;

(p)   PERFORMANCE VOICE MESSAGING registered on June 12, 2001, registration no.
      TMA546,454;

(q)   MICROCELL registered on March 30, 1999, registration no. TMA510,356;

(r)   MICROCELL SOLUTIONS & DESIGN registered on September 9, 1999, registration
      no. TMA516,140;

(s)   MICROCELL CAPITAL & DESIGN registered on September 30, 1998, registration
      no. TMA501,581;

(t)   MICROCELL CONNEXIONS & DESIGN registered on March 29, 1999, registration
      no. TMA510,183;

(u)   MICROCELL LABS & DESIGN registered on September 30, 1998, registration no.
      TMA501,578;

(v)   FIDO registered on February 20, 2003, registration no. TMA576,104;

(w)   i.FIDO registered on March 25, 2003, registration no. TMA578,101;

(x)   POPFONE registered on July 8, 1994, registration no. TMA430,217;

(y)   POPFONE DESIGN registered on June 10, 1994, registration no. TMA428,627.

(z)   FIDO M@GAZINE registered on July 9, 2003, registration no. TMA584,884;

(aa)  MICROCELL SCP registered on October 9, 2003, registration no. TMA592,052;

(bb)  MICROCELL PCS registered on October 8, 2003, registration no. TMA591,903;

(cc)  MICROCELL SCP & DESIGN registered on October 9, 2003, registration no.
      TMA592,053; and

(dd)  MICROCELL PCS & DESIGN registered on October 9, 2003, registration no.
      TMA591,982.
<PAGE>
                                      -17-

2.    Trade Mark Applications:

(a)   CITY FIDO application filed on September 5, 2003 under no. 1,188,439;

(b)   CITY FIDO HOME & MOBILE SERVICE & DESIGN application filed on September 5,
      2003 under no. 1,188,440;

(c)   CITE FIDO SERVICE RESIDENTIEL ET MOBILE & DESIGN application filed on
      September 24, 2003 under no. 1,190,234; and

(d)   CITE FIDO application filed on September 24, 2003 under no. 1,190,232.

INDEBTEDNESS FOR BORROWED MONEY (3.23, 4.1(M), 6.1(D))

1.    Tranche A Exit Facility Agreement.

2.    Tranche B - Term Loan A Credit Agreement.

3.    First Preferred Shares.

4.    Second Preferred Shares.

5.    First Notes (if issued).

6.    Second Notes (if issued).

PERMITS, LICENCES; AUTHORIZATIONS (3.24)

1.    Special authorization to provide Personal Communications Services (PCS)
      pursuant to s. 5(1)(v) of the Radiocommunication Act issued by Industry
      Canada on April 15, 1996 for a five year term and renewed on March 29,
      2001 in favour of the Borrower for a second five year term together with
      license conditions for Personal Communications Service (PCS) licensees
      accepted by the Borrower on April 25, 1996 and on March 29, 2001. On
      December 12, 2003, Industry Canada issued Canada Gazette Notice
      DGRB-006-03 announcing that the licence terms of the Borrower's licence
      will be extended to March 31, 2011.

EXECUTIVE OFFICE; LOCATION OF RECORDS (5.1(XXV))

1. JURISDICTIONS IN WHICH TANGIBLE ASSETS ARE LOCATED:

      Parent:
      Quebec

      Borrower:
      Quebec
      Ontario
      Alberta
      British Columbia
      Saskatchewan
      Manitoba
      Nova Scotia
      Newfoundland
<PAGE>
                                      -18-

2.    JURISDICTIONS IN WHICH AGGREGATE ACCOUNTS RECEIVABLE EXCEEDING CDN.$50,000
      PER YEAR ARE GENERATED:

      Borrower:
      Quebec
      Ontario
      Alberta
      Saskatchewan
      Manitoba
      British Columbia

3.    LOCATIONS OF CHIEF EXECUTIVE OFFICES:

      Borrower and Parent:

      800 de La Gauchetiere Street West, Suite 4000, Montreal, Quebec

4.    LOCATIONS OF REGISTERED OFFICE:

      Borrower and Parent:

      1250 Rene-Levesque blvd. West, 38th floor, Montreal, Quebec

LIENS (6.2)

1.    Act of Movable Hypothec on a commercial paper of Cdn.$10,000 dated January
      6, 2004 with the Bank of Montreal to guarantee the issuance of a letter of
      credit.

The Borrower has entered into a number of commercial leases for various
automobile vehicles and office equipment. These leases are true leases as
opposed to capital leases. Therefore the vehicles and equipment leased do not
form part of the Borrower property and assets and are not capitalized in their
balance sheet. The following is a summary description of these leases.

1.    Commercial Lease Agreements with Location Fortier Inc. and Deragon Leasing
      Inc. concerning 59 vehicles for two, three and four year terms.

2.    Commercial Lease Agreements with IBM Canada Ltd., CIT Financial services,
      Pitney Bowes Leasing a division of Pitney Bowes Canada Ltd., Konica
      Minolta (Montreal) Inc., Minolta Business Equipment Inc. and Contract
      Funding Group and Panasonic concerning office photocopiers and fax.

3.    Commercial lease Agreements with various automobile leasing companies
      concerning 37 vehicles used by employees as part of their employee
      benefits.
<PAGE>
                                      -19-

EXISTING INVESTMENTS (6.4)

1.    Long term investments (Shares or Units)

      Canadian LNP Consortium Inc. (owned by Borrower)
      Canadian Numbering Administration Consortium Inc. (owned by Borrower)
      Canadian Portable Contribution Consortium Inc. (owned by Borrower)
      Les placements Microcell Capital, S.E.N.C. (owned by Borrower)
      Telcom Management Limited Partnership (owned by Borrower)
      Telcom Investments Inc. (owned by Borrower)
      GSM Capital Limited Partnership (owned by Borrower)

2.    Other short term instruments in the form of marketable securities, which
      constitute Permitted Investments, are contained in the investments
      accounts of the Borrower and the Parent.

RESTRICTIVE AGREEMENTS (6.7)

Tranche A Exit Facility Agreement.
Tranche B-Term Loan A Credit Agreement.
<PAGE>

                                    EXHIBIT A

                                     FORM OF
                            ASSIGNMENT AND ASSUMPTION

            This Assignment and Assumption (the "Assignment and Assumption") is
dated as of the Effective Date set forth below and is entered into by and
between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee]
(the "Assignee"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (as amended, the
"Credit Agreement"), receipt of a copy of which is hereby acknowledged by the
Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto
are hereby agreed to and incorporated herein by reference and made a part of
this Assignment and Assumption as if set forth herein in full.

            For an agreed consideration, the Assignor hereby irrevocably sells
and assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Administrative Agent as contemplated below (i) all of the Assignor's rights
and obligations in its capacity as a Lender under the Credit Agreement and any
other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such
outstanding rights and obligations of the Assignor under the Credit Agreement
(including any letters of credit and guarantees included in such Credit
Agreement) and (ii) to the extent permitted to be assigned under applicable Law,
all claims, suits, causes of action and any other right of the Assignor (in its
capacity as a Lender) against any Person, whether known or unknown, arising
under or in connection with the Credit Agreement, any other documents or
instruments delivered pursuant thereto or the loan transactions governed thereby
or in any way based on or related to any of the foregoing, including contract
claims, tort claims, malpractice claims, statutory claims and all other claims
at law or in equity related to the rights and obligations sold and assigned
pursuant to clause (i) above (the rights and obligations sold and assigned
pursuant to clauses (i) and (ii) above being referred to herein collectively as
the "Assigned Interest"). Such sale and assignment is without recourse to the
Assignor and, except as expressly provided in this Assignment and Assumption,
without representation or warranty by the Assignor.

1.    Assignor:             ______________________________

2.    Assignee:             ______________________________
                            [and is an Affiliate of [identify Lender]]

3.    Borrower:             Microcell Solutions Inc.

4.    Administrative Agent: JPMorgan Chase Bank, Toronto Branch, as the
                            administrative agent under the Credit Agreement

5.    Credit Agreement:     The Tranche B-Term Loan B Credit Agreement dated as
                            of March 17, 2004, among Microcell Solutions Inc.,
                            as Borrower, Microcell
<PAGE>

                                                                               2

                            Telecommunications Inc., as Parent, the Lenders
                            parties thereto, JPMorgan Chase Bank, Toronto
                            Branch, as Administrative Agent and Collateral
                            Agent, J.P. Morgan Securities Inc., as sole
                            bookrunner and joint lead arranger, and Credit
                            Suisse First Boston, as syndication agent and joint
                            lead arranger.

6.    Assigned Interest:

<TABLE>
<CAPTION>
 Aggregate Amount of            Amount of Loans     Percentage Assigned
Loans for all Lenders              Assigned            of Loans(1)
---------------------              --------            -----------
<S>                             <C>                 <C>
        $                             $                    %
</TABLE>

Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT
AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

                                            ASSIGNOR

                                            [NAME OF ASSIGNOR]

                                            By:______________________________

                                            Title:

                                            ASSIGNEE

                                            [NAME OF ASSIGNEE]

                                            By:______________________________
                                               Title:

------------------------
(1) Set forth, to at least 9 decimals, as a percentage of the Loans of all
    Lenders thereunder.

                                 2

<PAGE>

                                                                               3

Consented to and Accepted:(2)

JPMORGAN CHASE BANK, TORONTO BRANCH, as
  Administrative Agent

By_________________________________
  Title:

Consented to:(3)

MICROCELL SOLUTIONS INC.

By________________________________
  Title:

------------------------
(2) Not required with respect to any assignment to a Lender or an Affiliate of a
Lender.

(3) Not required at any time after and during the occurrence of an Event of
Default. Not required with respect to any assignment to a Lender or a Lender
Affiliate.

                                       3
<PAGE>

                                                                         ANNEX 1

                MICROCELL TRANCHE B-TERM LOAN B CREDIT AGREEMENT

                        STANDARD TERMS AND CONDITIONS FOR
                            ASSIGNMENT AND ASSUMPTION

            1. Representations and Warranties.

            1.1 Assignor. The Assignor (a) represents and warrants that (i) it
is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and
(iii) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby, including the payment to the Administrative
Agent of a processing and recordation fee of U.S.$3,500, pursuant to Section
9.4(b) of the Credit Agreement (except in the case of an assignment to an
Affiliate of the Assignor); and (b) assumes no responsibility with respect to
(i) any statements, warranties or representations made in or in connection with
the Credit Agreement or any other Financing Document, (ii) the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the
Financing Documents or any collateral thereunder, (iii) the financial condition
of the Borrower, any of its Subsidiaries or Affiliates or any other Person
obligated in respect of any Financing Document or (iv) the performance or
observance by the Borrower, any of its Subsidiaries or Affiliates or any other
Person of any of their respective obligations under any Financing Document.

            1.2. Assignee. The Assignee (a) represents and warrants that (i) it
has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) it
satisfies the requirements, if any, specified in the Credit Agreement that are
required to be satisfied by it in order to acquire the Assigned Interest and
become a Lender, (iii) from and after the Effective Date, it shall be bound by
the provisions of the Credit Agreement as a Lender thereunder and, to the extent
of the Assigned Interest, shall have the obligations of a Lender thereunder,
(iv) it has received a copy of the Credit Agreement, together with copies of the
most recent financial statements delivered pursuant to Section 5.1 thereof, as
applicable, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase the Assigned Interest on the basis of
which it has made such analysis and decision independently and without reliance
on the Administrative Agent or any other Lender, and (v) if it is a Foreign
Lender, attached to the Assignment and Assumption is any documentation required
to be delivered by it pursuant to the terms of the Credit Agreement, duly
completed and executed by the Assignee; and (b) agrees that (i) it will,
independently and without reliance on the Administrative Agent, the Assignor or
any other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Financing Documents, and (ii) it will perform in
accordance with their terms all of the obligations which by the terms of the
Financing Documents are required to be performed by it as a Lender.

<PAGE>

                                                                               2

            2. Payments. From and after the Effective Date, the Administrative
Agent shall make all payments in respect of the Assigned Interest (including
payments of principal, interest, fees and other amounts) to the Assignee whether
such amounts have accrued prior to the Effective Date or accrued subsequent to
the Effective Date. The Assignor and the Assignee shall make all appropriate
adjustments in payments by the Administrative Agent for the periods prior to the
Effective Date or with respect to the making of this assignment directly between
themselves.

            3. General Provisions. This Assignment and Assumption shall be
binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be
executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy shall be effective as delivery of a
manually executed counterpart of this Assignment and Assumption. This Assignment
and Assumption shall be governed by, and construed in accordance with, the Laws
of the Province of Ontario and the federal Laws of Canada applicable therein.


<PAGE>

                                    EXHIBIT B

                         FORM OF INTERCREDITOR AGREEMENT

<PAGE>

                                    EXHIBIT C

                        NOTICE OF CONTINUATION/CONVERSION

TO:         JPMORGAN CHASE BANK, TORONTO BRANCH

RE:         Tranche B-Term Loan B Credit Agreement dated as of March 17, 2004
            made between, among others, the undersigned (the "Borrower"), you,
            as Administrative Agent, and the lenders from time to time party
            thereto (as amended, supplemented or otherwise modified from time to
            time, the "Credit Agreement")

            We refer to the [BASE RATE LOAN / EURODOLLAR LOAN] in the principal
amount of U.S.$__________________, [WITH AN INTEREST PERIOD EXPIRING ON
[DATE]],(1) and we hereby give you notice that we wish to [CONTINUE / CONVERT]
such Loan on [INSERT DATE].

            The [CONTINUED/CONVERTED] Loan is hereby requested to take the form
of:

            [        ]        a Base Rate Loan(2)

            [        ]        a Eurodollar Loan(3)

            The Interest Period in respect of the Eurodollar Loan requested
hereby is _____ days. (4)

            All terms defined in the Credit Agreement and used herein have the
meanings given to them by the Credit Agreement.

            DATED: ______________________________

                                   MICROCELL SOLUTIONS INC.

                                   By: _________________________________________
                                   Name:
                                   Title:

                                   By: _________________________________________
                                   Name:
                                   Title:

------------
(1)Only required for Eurodollar Loans to be continued or converted.

(2) May only be converted from a maturing Eurodollar Loan.

(3) May only be converted/continued from a Base Rate Loan or a maturing
Eurodollar Loan, and must conform to Minimum Denominations pursuant to Section
2.2 of the Credit Agreement. At least three days prior notice is required for
any continuation/conversions into Eurodollar Loans.

(4) This sentence is only required in the context of a continuation/conversion
into a Eurodollar Loan

<PAGE>

                                    EXHIBIT D

                         FORM OF LIEN PRIORITY AGREEMENT

<PAGE>

                                                               EXECUTION VERSION

                              TRANCHE B-TERM LOAN B
                                CREDIT AGREEMENT

                                   dated as of

                                 March 17, 2004

                                      among

                            MICROCELL SOLUTIONS INC.

                                  as Borrower,

                        MICROCELL TELECOMMUNICATIONS INC.

                            as Parent and Guarantor,

                  THE LENDERS FROM TIME TO TIME PARTIES HERETO

                                   as Lenders

                       JPMORGAN CHASE BANK, TORONTO BRANCH

                  as Administrative Agent and Collateral Agent

                           J.P. MORGAN SECURITIES INC.
                   as Sole Bookrunner and Joint Lead Arranger

                                       and

                           CREDIT SUISSE FIRST BOSTON
                  as Syndication Agent and Joint Lead Arranger

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                  PAGE
<S>                                                                                                               <C>
ARTICLE 1             DEFINITIONS...............................................................................    1

         1.1      Defined Terms.................................................................................    1

         1.2      Terms Generally...............................................................................   24

         1.3      Accounting Terms; GAAP........................................................................   25

         1.4      Time..........................................................................................   25

         1.5      Permitted Liens...............................................................................   26

         1.6      Schedules and Exhibits........................................................................   26

ARTICLE 2             Loans.....................................................................................   26

         2.1      Loans.........................................................................................   26

         2.2      Continuation, Conversion and Roll-Over Elections..............................................   27

         2.3      Interest......................................................................................   28

         2.4      Repayment of Loans............................................................................   29

         2.5      Evidence of Debt..............................................................................   30

         2.6      Prepayments of Loans; Payments Pursuant to Other New Instruments..............................   30

         2.7      Call Premiums.................................................................................   32

         2.8      Alternate Rate of Interest....................................................................   32

         2.9      Increased Costs; Illegality...................................................................   33

         2.10     Break Funding Payments........................................................................   34

         2.11     Taxes.........................................................................................   35

         2.12     Payments Generally; Pro Rata Treatment; Sharing of Set-offs...................................   36

         2.13     Currency Indemnity............................................................................   37

         2.14     Mitigation Obligations; Replacement of Lenders................................................   38

         2.15     Indemnity for Returned Payments...............................................................   39

         2.16     Existing Security.............................................................................   39

         2.17     Additional Loans..............................................................................   39

ARTICLE 3             REPRESENTATIONS AND WARRANTIES............................................................   40

         3.1      Organization; Powers..........................................................................   40

         3.2      Authorization; Enforceability.................................................................   40

         3.3      Governmental Approvals; No Conflicts..........................................................   40

         3.4      Financial Condition; No Material Adverse Effect...............................................   41
</TABLE>

                                       -i-

<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                                  PAGE
<S>                                                                                                               <C>
         3.5      Litigation....................................................................................   41

         3.6      Compliance with Laws and Agreements...........................................................   42

         3.7      Taxes.........................................................................................   42

         3.8      Titles to Real Property.......................................................................   42

         3.9      Titles to Personal Property...................................................................   42

         3.10     Pension Plans.................................................................................   42

         3.11     Disclosure....................................................................................   42

         3.12     Defaults......................................................................................   42

         3.13     Casualties; Taking of Properties..............................................................   42

         3.14     Subsidiaries..................................................................................   43

         3.15     Insurance.....................................................................................   43

         3.16     Material Contracts............................................................................   43

         3.17     Environmental Matters.........................................................................   43

         3.18     Employee Matters..............................................................................   45

         3.19     Fiscal Year...................................................................................   45

         3.20     Intellectual Property Rights..................................................................   45

         3.21     Investment and Holding Company Status.........................................................   45

         3.22     PCS Network Ownership.........................................................................   46

         3.23     No Indebtedness for Borrowed Money............................................................   46

         3.24     Permits, Licences, etc........................................................................   46

         3.25     Security Interests............................................................................   46

         3.26     Regulatory Compliance.........................................................................   47

         3.27     Budget Update.................................................................................   47

ARTICLE 4             CONDITIONS................................................................................   47

         4.1      Conditions Precedent to Effectiveness of Agreement............................................   47

ARTICLE 5             AFFIRMATIVE COVENANTS.....................................................................   49

         5.1      Financial Statements and Other Information....................................................   50

         5.2      Existence; Conduct of Business................................................................   56

         5.3      Payment of Obligations........................................................................   56

         5.4      Maintenance of Properties.....................................................................   56
</TABLE>

                                      -ii-

<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                                  PAGE
<S>                                                                                                               <C>
         5.5      Maintenance of Authorizations.................................................................   56

         5.6      Books and Records; Inspection Rights..........................................................   56

         5.7      Compliance with Laws and Material Contracts...................................................   57

         5.8      Use of Proceeds...............................................................................   57

         5.9      Further Assurances............................................................................   57

         5.10     Insurance.....................................................................................   57

         5.11     Operation and Maintenance of Property.........................................................   58

         5.12     Additional Subsidiaries; Additional Liens.....................................................   58

         5.13     Financial Covenants...........................................................................   58

         5.14     Bank Accounts.................................................................................   58

ARTICLE 6             NEGATIVE COVENANTS........................................................................   59

         6.1      Indebtedness..................................................................................   59

         6.2      Liens.........................................................................................   60

         6.3      Fundamental Changes...........................................................................   61

         6.4      Investments, Loans, Advances, and Guarantees .................................................   61

         6.5      Restricted Payments...........................................................................   63

         6.6      Transactions with Affiliates..................................................................   63

         6.7      Restrictive Agreements........................................................................   64

         6.8      Capital Lease Obligations.....................................................................   64

         6.9      Sales and Leasebacks..........................................................................   65

         6.10     Pension Plan Compliance.......................................................................   65

         6.11     Unconditional Purchase Obligations............................................................   65

         6.12     Ownership of Shares...........................................................................   65

ARTICLE 7             EVENTS OF DEFAULT.........................................................................   65

         7.1      Events of Default.............................................................................   65

ARTICLE 8             THE ADMINISTRATIVE AGENT..................................................................   70

         8.1      Appointment of Agent..........................................................................   70

         8.2      Limitation of Duties of Agent.................................................................   71

         8.3      Lack of Reliance on the Agent.................................................................   71

         8.4      Certain Rights of the Administrative Agent....................................................   72
</TABLE>

                                      -iii-

<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                                  PAGE
<S>                                                                                                               <C>
         8.5      Reliance by Administrative Agent..............................................................   72

         8.6      Indemnification of Agent......................................................................   72

         8.7      The Agent in its Individual Capacities........................................................   72

         8.8      May Treat Lender as Owner.....................................................................   73

         8.9      Successor Administrative Agent................................................................   73

         8.10     Lenders to Enforce through Administrative Agent...............................................   74

         8.11     Quebec Security...............................................................................   74

ARTICLE 9             MISCELLANEOUS.............................................................................   75

         9.1      Notices.......................................................................................   75

         9.2      Waivers; Amendments...........................................................................   76

         9.3      Expenses; Indemnity; Damage Waiver............................................................   78

         9.4      Successors and Assigns........................................................................   80

         9.5      Survival......................................................................................   83

         9.6      Counterparts; Integration; Effectiveness......................................................   83

         9.7      Severability..................................................................................   84

         9.8      Right of Set Off..............................................................................   84

         9.9      Governing Law; Jurisdiction; Consent to Service of Process....................................   84

         9.10     WAIVER OF JURY TRIAL..........................................................................   85

         9.11     Headings......................................................................................   85

         9.12     Confidentiality...............................................................................   85
</TABLE>

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