<PAGE>

                                                               EXECUTION VERSION

                                                                    EXHIBIT 10.2

                    TRANCHE B - TERM LOAN A CREDIT AGREEMENT

            THIS TRANCHE B - TERM LOAN A 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 this Agreement
and the "Tranche B-Term Loan B" governed by the terms set out in the Tranche
B-Term Loan B Credit 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.

<PAGE>

                                      -2-

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

      "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 Prime Rate Loan or Base
Rate Loan, 3.00% (300 basis points), and (ii) with respect to any Eurodollar
Loan or B/A Loan, 4.00% (400 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),

<PAGE>

                                       -3-

and accepted by the Administrative Agent, in the form of Exhibit A or any other
form approved by the Administrative Agent.

      "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.

      "B/A Loan" means a Loan denominated in Canadian Dollars which bears
interest at a rate based upon the Discount Rate.

      "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.

      "Cdn.$ Loans" means the Loans denominated in Canadian Dollars.

      "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

<PAGE>
                                       -4-

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 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).

      "CDOR Rate" means, on any date, the annual rate of interest which is the
rate based on an average rate applicable to Canadian Dollar banker's acceptances
for the applicable period appearing on the "Reuters Screen CDOR Page", rounded
to the nearest 1/100th of 1% (with .005% being rounded up), at approximately
10:00 a.m., Toronto time, on such date, or if such date is not a Business Day,
then on the immediately preceding Business Day, provided that if such rate does
not appear on the Reuters Screen CDOR Page on such date as contemplated, then
the CDOR Rate on such date shall be calculated as the arithmetic mean of the
rates for the term referred to above applicable to Canadian Dollar banker's
acceptances quoted by the banks listed in Schedule I of the Bank Act (Canada) as
of 10:00 a.m., Toronto time, on such date or, if such date is not a Business
Day, then on the immediately preceding Business Day.

      "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

<PAGE>

                                       -5-

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 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

<PAGE>

                                       -6-

            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.

      "Commitments" has the meaning set out in the Tranche A Exit Facility
Agreement.

      "Contract Period" means the term of any B/A Loan selected by the Borrower
in accordance with Section 2.2(b)(iv) commencing on the date of such B/A Loan
and expiring on a Business Day which shall be either one month, two months,
three months or, if available, as determined by the Administrative Agent in good
faith, six months thereafter (or such other terms as may be requested by the
Borrower and approved unanimously by the Lenders), provided that (i) subject to
subparagraph (ii) below, each such period shall be subject to such extensions or
reductions as may be determined by the Administrative Agent to ensure that each
Contract Period will expire on a Business Day, and (ii) no Contract Period shall
extend beyond the Maturity Date.

      "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.

      "Discount Rate" means (i) with respect to any Lender which is a Schedule I
chartered bank under the Bank Act (Canada), as applicable to a B/A Loan being
made by such Lender on any day, the CDOR Rate on such day; and (ii) with respect
to any Lender which is not a Schedule I chartered bank under the Bank Act
(Canada), as applicable to a B/A Loan being made
<PAGE>

                                       -7-

by such Lender on any day, the lesser of (a) the CDOR Rate on such day, plus
0.10%, and (b) the percentage discount rate quoted by such Lender as the
percentage discount rate at which such Lender would, in accordance with its
normal practices, at or about 10:00 a.m., Toronto time, on such date, be
prepared to purchase banker's acceptances having a face amount and term
comparable to the face amount and term of such B/A Loan.

      "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.

      "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.

<PAGE>

                                       -8-

      "Eurodollar Rate" means, with respect to any Eurodollar Loan for any
Interest Period, 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. 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 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.

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

      "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
B 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 B 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 B 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.

<PAGE>

                                       -9-

      "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 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.

<PAGE>

                                      -10-

      "Fiscal Quarter" means any fiscal quarter of the Borrower.

      "Fiscal Year" means any fiscal year of the Borrower.

      "Fixed Charge Coverage Ratio" means, as of the last day of any Rolling
Period, the ratio of (a) EBITDA of the Credit Parties for the previous two
Fiscal Quarters ended on that date, multiplied by 2, to (b) the sum of (i)
Interest Expense of the Credit Parties for such Rolling Period plus (ii) the
aggregate of all scheduled principal payments on Indebtedness made by the Credit
Parties during such Rolling Period plus (iii) Capital Expenditures made by the
Credit Parties during such Rolling Period.

      "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.

      "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

<PAGE>

                                      -11-

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
marked-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

<PAGE>

                                      -12-

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 or a B/A 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 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 Prime
Rate Loans, Base Rate Loans, B/A Loans and Eurodollar Loans which have Interest
Periods or Contract 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

<PAGE>

                                      -13-

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 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
which is a Loan hereunder.

      "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 previous two Fiscal
Quarters ended on the most recent Quarterly Date, multiplied by 2.

      "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

<PAGE>

                                      -14-

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.

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

      "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.$5,000,000.

      "Maturity Date" means March 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.

<PAGE>

                                      -15-

      "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.

      "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

<PAGE>

                                      -16-

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;

      (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;

<PAGE>

                                      -17-

      (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, Liens in favour of the Tranche B-Term
               Loan B Lenders (or an agent, trustee or "fonde de pouvoir" on
               their behalf) pursuant to the Tranche B-Term Loan B 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;

      (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;

<PAGE>

                                      -18-

      (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 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

<PAGE>

                                      -19-

               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; 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.

      "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

<PAGE>

                                      -20-

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.

      "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.

      "Prime 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 prime rate at its principal office in Toronto, Ontario on
such day for determining interest rates on Canadian Dollar-denominated
commercial loans in Canada, and (ii) the annual rate of interest equal to the
sum of (A) the one-month CDOR Rate in effect on such day, plus (B) 1.00%.

      "Prime Rate Loan" means a Loan denominated in Canadian Dollars which bears
interest at a rate based upon the Prime Rate.

<PAGE>

                                      -21-

      "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 that the Tranche A Exit Facility
remains outstanding, Tranche A Lenders with Commitments under the Tranche A Exit
Facility Agreement (or with Tranche A Exit Facility Loans if such Commitments
have been terminated) and Lenders with Loans collectively representing more than
50% of the aggregate amount of Commitments under the Tranche A Exit Facility
Agreement (or Tranche A Exit Facility Loans if such Commitments have been
terminated) and Loans then outstanding. When the Tranche A Exit Facility is no
longer outstanding, "Required Lenders" means 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>

                                      -22-

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>

                                      -23-

          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 minus an amount equal to any outstanding Subordinated
Debt and unsecured Indebtedness as of the date of determination, 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>

                                      -24-

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 B 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 B Loans, as such agreement may be amended, supplemented or otherwise
modified or restated from time to time.

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

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

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

      "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.

<PAGE>

                                      -25-

      "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 Prime Rate, the Base
Rate, the Discount 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.$ Hedges" is defined in Section 5.13.

      "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 standard of what a reasonable Person in similar circumstances would have
done) would have

<PAGE>

                                      -26-

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>

                                      -27-

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, and the currency 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 the currency set out next to such Loan in Schedule A and
the aggregate initial principal amount of Loans shall not exceed
Cdn.$200,000,000 (or the U.S.$ Equivalent thereof). Cdn.$ Loans shall consist
entirely of Prime Rate Loans and B/A Loans, and U.S.$ 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 Cdn.$ Loans
shall initially be Prime Rate Loans and the U.S.$ 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 B/A Loan or a Eurodollar
Loan, as appropriate. 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 Contract Period for any B/A Loan
or Interest Period for any Eurodollar Loan, such Loan

<PAGE>

                                      -28-

shall be in an aggregate amount that is an integral multiple of $500,000
(the "Minimum Denomination") and not less than $5,000,000, in each case measured
in the currency of such Loan. Cdn.$ Loans and U.S.$ Loans of more than one Type
may be outstanding at the same time; provided that there shall not at any time
be more than a total of 5 B/A Loans or 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 Prime Rate
                  Loans, to convert any Prime Rate Loans (or any part thereof in
                  an amount not less than Cdn.$5,000,000, or that is in an
                  integral multiple of the Minimum Denomination in excess
                  thereof) into B/A Loans;

            (ii)  elect, as of the last day of the applicable Contract Period,
                  to roll over any B/A Loans which have Contract Periods
                  expiring on such day (or any part thereof in an amount not
                  less than Cdn.$5,000,000, or that is in an integral multiple
                  of the Minimum Denomination in excess thereof), or to convert
                  such B/A Loans into Prime Rate Loans;

            (iii) 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

            (iv)  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 (i) 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, and (ii)
            B/A Loans may not be rolled over if the amount remaining, after
            partial conversion into Prime Rate Loans upon the expiration of the
            applicable Contract Period, is less than Cdn.$5,000,000, and such
            amount remaining shall automatically convert into Prime Rate Loans
            upon the expiration of such Contract Period ; provided further that
            if the Notice of Continuation/Conversion shall fail to specify the
            duration of the Contract Period or Interest Period with respect to

<PAGE>

                                      -29-

            any B/A Loan or Eurodollar Loan, such Contract Period or 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 B/A Loans or Eurodollar Loans, as
            applicable, and specifying (i) the proposed continuation/conversion
            date; (ii) the aggregate amount of Loans to be converted or renewed,
            and the currency of such Loans; (iii) the Type of Loans resulting
            from the proposed conversion or continuation; and (iv) the duration
            of the requested Interest Period or Contract Period, as applicable;
            provided that the Borrower may not select an Interest Period or
            Contract 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 or Contract Period applicable
            to Eurodollar Loans or B/A Loans, respectively, the Borrower has
            failed to deliver timely a Notice of Continuation/Conversion to be
            applicable to such Eurodollar Loans or B/A Loans, or if any Default
            or Event of Default then exists, the Borrower shall be deemed to
            have elected to convert such Eurodollar Loans or B/A Loans into Base
            Rate Loans or Prime Rate Loans, respectively, effective as of the
            expiration date of such Interest Period or Contract Period.

      (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)   For greater certainty, a Loan may not be converted into a currency
            different than the currency in which it was advanced on the
            Effective Date.

      (e)   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 AND ACCEPTANCE FEES.

      (a)   Each Prime 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
            Prime Rate plus the Applicable Margin. 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

<PAGE>

                                      -30-

            may be) at a rate per annum equal to the Base Rate plus the
            Applicable Margin. Each B/A Loan shall bear interest (computed in
            advance on the basis of the actual number of days in the relevant
            Contract Period) over a year of 365 days or 366 days (as the case
            may be) at the Discount 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 U.S.$ Loan or any fee or other amount payable by the
            Borrower hereunder in U.S. Dollars 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. If any interest on any Cdn.$ Loan or any fee or other amount
            payable by the Borrower hereunder in Canadian Dollars 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 Prime Rate Loans.

      (c)   Accrued interest on each Loan (other than B/A Loans) 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. Interest on each B/A Loan shall be
            payable in advance on the first day of the Contract Period
            applicable thereto.

      (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 Prime Rate, Base Rate, Eurodollar Rate or Discount
            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 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.

<PAGE>

                                      -31-

      (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, in the amounts and on the dates set forth below (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.

<TABLE>
<CAPTION>
                                                                       AMOUNT
                                                        (BEING A PERCENTAGE OF THE ORIGINAL
                      DATE                                 PRINCIPAL AMOUNT OF THE LOANS)
-------------------------------------------------    ------------------------------------------
<S>                                                  <C>
Each Amortization Date in 2004, 2005, 2006, 2007,    1.25% (in Cdn.$ for the Cdn.$ Loans
2008 and March 31, 2009                              and in U.S.$ for the U.S.$ Loans)

June 30, 2009, September 30, 2009, December 31,      9.375% (in Cdn.$ for the Cdn.$ Loans
2009 and each Amortization Date in 2010              and in U.S.$ for the U.S.$ Loans)

March -, 2011                                        Balance Outstanding (in Cdn.$ or the U.S.$
                                                     Equivalent thereof)
</TABLE>

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

<PAGE>

                                      -32-

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, 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.

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 cases of B/A Loans and Eurodollar Loans, the relevant
            Contract Period or 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 (other than B/A 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.

<PAGE>

                                      -33-

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.

            (ii)  The Borrower shall provide to the Administrative Agent written
                  notice of any payment to be 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,
                  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; provided, however, that
            the Borrower may not prepay any B/A Loans but may defease a B/A Loan
            in accordance with Section 2.7(d). Such notice shall specify the
            date and amount of prepayment and whether the prepayment is of

<PAGE>

                                      -34-

            Prime Rate Loans, Base Rate Loans, 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 any Cdn.$ Loan shall
            be in a minimum principal amount of Cdn.$1,000,000 and in an
            integral multiple of Cdn.$100,000, and each voluntary prepayment of
            any U.S.$ 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         B/A LOANS.

      (a)   Subject to the terms and conditions of this Agreement, the Borrower
            may request a B/A Loan in accordance with Section 2.2.

      (b)   No Contract Period with respect to a B/A Loan shall extend beyond
            the Maturity Date.

      (c)   Subject to repayment requirements, on the last day of the relevant
            Contract Period for a B/A Loan, the Borrower shall be entitled to
            convert such B/A Loan into another Type of Loan, or to roll over
            such B/A Loan into another B/A Loan, all in accordance with the
            applicable provisions of this Agreement.

      (d)   Except as required by any Lender upon the occurrence of an Event of
            Default, no B/A Loan may be repaid by the Borrower prior to the
            expiry date of the Contract Period applicable to such B/A Loan;
            provided, however, that the Borrower may defease any B/A Loan by
            depositing with the Administrative Agent an amount that is
            sufficient to repay such B/A Loan on the expiry date of the Contract
            Period applicable to such B/A Loan.

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

<PAGE>

                                      -35-

      (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 Majority Term Loan A
            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.

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

<PAGE>

                                      -36-

            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.

      (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

<PAGE>

                                      -37-

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.

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.

<PAGE>

                                      -38-

      (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 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. All other
            payments under this Section 2.12 shall be made in Canadian 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

<PAGE>

                                      -39-

            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 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 a rate equal to the cost of funds to
            the Administrative Agent (if such amount is denominated in Canadian
            Dollars) or at the Federal Funds Effective Rate (if such amount is
            denominated in U.S. Dollars).

      (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.

<PAGE>

                                      -40-

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 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

<PAGE>

                                      -41-

            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 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 or Tranche A Exit Facility

<PAGE>

                                      -42-

            Loans or Commitments in an aggregate principal amount, for all such
            additional Loans or Tranche A Exit Facility Loans or Commitments,
            not exceeding Cdn.$25,000,000 (each such additional loan or
            Commitment, 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 5.14
            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.$25,000,000, (iv) no Additional Loans shall mature
            prior to the Maturity Date (if the Additional Loans are Loans
            hereunder) or the maturity date of the Tranche A Exit Facility (if
            the Additional Loans are Tranche A Exit Facility Loans), and (v) no
            Additional Loan shall have the benefit of any representations,
            warranties, covenants, events of default or other material
            provisions (other than pricing, which shall be determined by the
            Borrower and the lenders providing the Additional Loans) which are
            not also extended to the Lenders (if the Additional Loans are Loans
            hereunder) or the Tranche A Lenders (if the Additional Loans are
            Tranche A Exit Facility Loans).

      (c)   Any Additional Loan shall be documented pursuant to an amendment
            agreement, or an amended and restated version of this Agreement (or
            the Tranche A Exit Facility Agreement, as appropriate) 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
            (if the Additional Loans are Loans hereunder) 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 (if the Additional Loans are
            Loans hereunder) 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.

<PAGE>

                                      -43-

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.

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
<PAGE>

                                      -44-

            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
            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

<PAGE>

                                      -45-

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 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 labour 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)

<PAGE>

                                      -46-

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 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

<PAGE>

                                      -47-

            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 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.

<PAGE>

                                      -48-

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 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

<PAGE>

                                      -49-

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 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.

<PAGE>

                                      -50-

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.

      (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

<PAGE>

                                      -51-

            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, 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.

      (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 "B-" by Standard & Poor's Corporation, and
            "B3" 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.

<PAGE>

                                      -52-

      (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 B 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 B 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:

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;

<PAGE>

                                      -53-

               (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 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

<PAGE>

                                      -54-

                         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 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

<PAGE>

                                      -55-

                         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) as at the end of the most recently
                         completed Fiscal Year or the most recently completed
                         Fiscal Quarter with the financial covenants in Section
                         5.14 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);

<PAGE>

                                      -56-

               (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 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

<PAGE>

                                      -57-

                         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;

               (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

`
<PAGE>
                                     - 58 -

                         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)    within 30 days after the end of each month, a report
                         setting out or providing, as the case may be, with
                         respect to each switch-site for which a landlord
                         consent pursuant to Section 5.16 has not already been
                         obtained (a) whether the landlord/licensor has executed
                         a consent and acknowledgement relating to the charge by
                         the Borrower of its leasehold interest in the relevant
                         switch site premises in favour of the Collateral Agent,
                         and (b) the originals of all such consents and
                         acknowledgements received during the month;

               (xxiii)   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);

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

               (xxv)     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;

               (xxvi)    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

<PAGE>
                                     - 59 -

                         accuracy at all times of the representations and
                         warranties set out in Section 3.25;

               (xxvii)   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

               (xxviii)  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, 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

<PAGE>
                                     - 60 -

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 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

<PAGE>
                                     - 61 -

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        HEDGING ARRANGEMENTS. Within 90 days after the Effective Date, the
Borrower shall enter into Swap Agreements to manage currency exposure assumed
pursuant to the U.S.$ Loans and not for the purpose of speculation (the "U.S.$
Hedges") and otherwise acceptable to the Administrative Agent. Any obligations
of the Borrower under any U.S.$ Hedges entered into with any of the Tranche A
Lenders or under Swap Agreements to manage interest rate exposure entered into
with any of the Tranche A Lenders shall be secured by the security instruments
created in favour of the Tranche A Lenders, pari passu with the other
obligations of the Borrower under the Tranche A Exit Facility Agreement, which
security instruments rank pari passu with the Security Documents.

5.14        FINANCIAL COVENANTS. The Credit Parties will comply with the
financial covenants listed in subsections (a) to (f) below. All such financial
covenants shall be calculated on a consolidated basis, except that such
calculations shall not include amounts in respect of Unrestricted Subsidiaries.

<PAGE>
                                     - 62 -

      (a)   MINIMUM EBITDA. The Credit Parties will ensure that minimum EBITDA
            for the Parent for the periods set forth below is not less than the
            amount for each period set out in the following table:

<TABLE>
<CAPTION>
                  PERIOD                      MINIMUM EBITDA (CDN.$)
-------------------------------------------   ----------------------
<S>                                           <C>
Fiscal Quarter Ending March 31, 2004                12,500,000
2 Fiscal Quarters Ending June 30, 2004              32,000,000
3 Fiscal Quarters Ending September 30, 2004         59,000,000
Each Rolling Period ending                          90,000,000
     December 31, 2004, March 31,
     2005, June 30, 2005 and
     September 30, 2005
Each Rolling Period ending                         150,000,000
     December 31, 2005, March 31,
     2006, June 30, 2006 and
     September 30, 2006
Each Rolling Period ending at each                 250,000,000
     subsequent Quarterly Date from
     December 31, 2006 to the Maturity
     Date
</TABLE>

      (b)   Interest Coverage Ratio. Commencing June 30, 2004, the Credit
            Parties will maintain an Interest Coverage Ratio of not less than
            2.25:1.

      (c)   Leverage Ratio.

            (i)   Commencing September 30, 2004, the Credit Parties will
                  maintain a Leverage Ratio of 5:1, decreasing as follows:

<TABLE>
<CAPTION>
                 PERIOD                  RATIO
-------------------------------------    ------
<S>                                      <C>
October 1, 2004 to September 30, 2005    4.50:1
October 1, 2005 to September 30, 2006    3.50:1
October 1, 2006 to September 30, 2007    3.00:1
October 1, 2007 to Maturity Date         2.50:1
</TABLE>

            (ii)  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 Leverage Ratio will be maintained in accordance with the
                  following chart and the Credit Parties will also maintain a
                  Senior Leverage Ratio in accordance with the following chart:

<PAGE>
                                     - 63 -

<TABLE>
<CAPTION>
                PERIOD                  SENIOR LEVERAGE RATIO   LEVERAGE RATIO
-------------------------------------   ---------------------   --------------
<S>                                     <C>                     <C>
Effective Date to September 30, 2005           3.50:1               6.00:1
October 1, 2005 to September 30, 2006          3.00:1               5.00:1
October 1, 2006 to September 30, 2007          2.50:1               4.50:1
October 1, 2007 to Maturity Date               2.50:1               4.00:1
</TABLE>

      (d)   Minimum Liquidity. The Credit Parties will ensure that, at all
            times, the consolidated cash and Permitted Investments of the Credit
            Parties, when aggregated with the available unused portion of the
            Commitments will be not less than Cdn.$75,000,000, of which no less
            than Cdn.$50,000,000 will be held as cash.

      (e)   Maximum Capital Expenditures. The Credit Parties will ensure that
            the amount of Capital Expenditures incurred by the Credit Parties in
            each Fiscal Year shall not exceed the amounts set forth in the
            following table:

<TABLE>
<CAPTION>
                              MAXIMUM AMOUNT OF
       FISCAL YEAR           CAPITAL EXPENDITURES
-------------------------    --------------------
<S>                          <C>
2004                             230,000,000
2005                             285,000,000
2006                             230,000,000
Each of 2007 through 2011        170,000,000
</TABLE>

            provided, however, that in the event the Parent issues new Equity
            Securities after the Effective Date, the maximum amount of Capital
            Expenditures for 2004 shall be increased by an amount equal to the
            lesser of (a) Cdn.$80,000,000, and (b) the difference obtained by
            subtracting the aggregate amount used by the Parent to redeem or
            repurchase existing First Preferred Shares and Second Preferred
            Shares after the Effective Date and by subtracting the aggregate
            amount, if any, invested in Inukshuk Internet Inc. pursuant to
            Section 6.4(e), from the Net Proceeds received by the Parent on
            account of the issuance of new Equity Securities of the Parent after
            the Effective Date and further provided that up to 50% of the amount
            listed above for any Fiscal Year but not expended in such Fiscal
            Year may be carried forward and expended during the next Fiscal Year
            (but not any other Fiscal Year).

      (f)   Fixed Charge Coverage Ratio. Commencing December 31, 2006, the
            Credit Parties will ensure that the Fixed Charge Coverage Ratio of
            the Credit Parties is no less than the ratio set forth in the
            following chart:

<PAGE>
                                     - 64 -

<TABLE>
<CAPTION>
                 PERIOD                    FIXED CHARGE COVERAGE RATIO
---------------------------------------    ---------------------------
<S>                                        <C>
December 31, 2006 to September 30, 2007              1.10:1
October 1, 2007 to Maturity Date                     1.15:1
</TABLE>

5.15        MOST FAVOURED NATIONS. The Borrower will ensure that, if the
Borrower provides (other than pursuant to the Tranche A Exit Facility Agreement)
to any lender as at the Effective Date, or provides to any other lender in the
future, a financial ratio or other form of financial measurement covenant which
is not specifically included in this Agreement, or which is more restrictive
than the corresponding covenant in this Agreement, then this Agreement shall be
deemed to have been amended automatically to have the benefit of such other
present or future financial ratio or other form of financial measurement
covenant; provided that if any such present or future financial ratio or other
form of financial measurement covenant provided by the Borrower to another
lender and not specifically included in this Agreement is changed or eliminated,
the same change or elimination will automatically apply to this Agreement. For
greater certainty, but without limitation, a covenant to maintain any particular
type or class of assets or any particular type or class of liabilities (as the
terms "asset" and "liability" are used under GAAP) at a specified maximum or
minimum dollar amount (for example, a covenant that indebtedness will not exceed
a fixed dollar amount) shall not constitute a "financial ratio or other
financial measurement covenant"; however, a covenant such as a net worth
covenant, which is not limited to any particular type or class of assets or any
particular type or class of liabilities, shall constitute a "financial ratio or
other financial measurement covenant".

5.16        LANDLORD CONSENTS. The Credit Parties shall use their best efforts
to deliver to the Administrative Agent as promptly as possible a consent from
each landlord of each leased switch site premises in such form as the
Administrative Agent may agree.

5.17        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 B 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 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:

<PAGE>
                                     - 65 -

      (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 B 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 amount of Indebtedness permitted by
            this clause (g) shall not exceed Cdn.$5,000,000 at any time
            outstanding;

      (h)   any Indebtedness in respect of sight trade letters of credit in an
            aggregate amount not exceeding Cdn.$5,000,000;

      (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
            Section 6.5;

      (k)   other unsecured Indebtedness of the Borrower in an aggregate
            principal amount not exceeding Cdn.$5,000,000 at any time;

<PAGE>
                                     - 66 -

      (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 5.14(c), on a pro forma basis giving
            effect to the issuance of said Indebtedness); and

      (n)   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.

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:

<PAGE>
                                     - 67 -

      (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 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.

6.5         HEDGING AGREEMENTS. No Credit Party will enter into any Swap
Agreement, other than Swap Agreements to manage currency and/or interest rate
exposure and not for the purpose of speculation.

6.6         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 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

<PAGE>
                                     - 68 -

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.$1,000,000, (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.

6.7         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 6.6, 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 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

<PAGE>
                                     - 69 -

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.

6.8         REPAYMENT OF DEBT. The Borrower will not, and will not permit any
Credit Party to, repay, prepay, redeem, repurchase, defease or otherwise make
any payment on account of any Indebtedness for borrowed money except for (a)
payment on account of Indebtedness created hereunder, (b) any payment consented
to in writing by the Required Lenders, (c) Indebtedness for borrowed money
permitted by Section 6.1, the repayment of which is not restricted by Section
6.6, (d) any payment made pursuant to Section 2.2 of the Intercreditor
Agreement, and (e) any payment made pursuant to a Swap Agreement entered into
pursuant to Section 5.13.

6.9         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.

6.10        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.$1,000,000 in any Fiscal Year.

6.11        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.

<PAGE>
                                     - 70 -

6.12        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.

6.13        SALE OR DISCOUNT OF RECEIVABLES. The Borrower will not, and will not
permit any Credit Party to, discount or sell (with or without recourse) any
notes receivable or accounts receivable to any Person (except for sales from one
Credit Party to another Credit Party), other than accounts receivable that are
more than 90 days overdue and which are sold on arm's length commercial terms to
a factoring company.

6.14        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.

6.15        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.

6.16        NO AMENDMENTS TO MATERIAL CONTRACTS. The Borrower will not amend (or
waive any provision of), or permit any Credit Party to amend (or waive any
provision of), any Material Contract in a manner which may reasonably be
expected to have a Material Adverse Effect.

6.17        FISCAL YEAR. Without the consent of the Administrative Agent, each
of the Borrower and the Parent will not change, or permit any Credit Party to
change, its Fiscal Year for financial reporting purposes from a calendar year
ending December 31st.

6.18        ASSET DISPOSITIONS. The Borrower will not, and will not permit any
Credit Party to, make any Asset Disposition which would result in the
requirement that the proceeds of such

<PAGE>
                                     - 71 -

Asset Disposition be applied to the payments set out in Section 2.2(d)(iii) to
(viii) or Section 2.2(d)(xi) to (xiv) of the Intercreditor Agreement.

                                    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;

      (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), 5.14 (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);

<PAGE>
                                     - 72 -

(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; 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" 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

<PAGE>
                                     - 73 -

                  (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

            (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

<PAGE>
                                     - 74 -

            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.$10,000,000
            (or its then equivalent in any other currency) in the aggregate is
            rendered against the 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.$5,000,000 (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.$5,000,000 (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
<PAGE>
                                     - 75 -

            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 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.$5,000,000;

      (p)   a Material Adverse Change shall occur;

      (q)   a Change in Control shall occur; or

      (r)   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

<PAGE>
                                     - 76 -

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 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 or Majority Term Loan A
Lenders, as appropriate.

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.

<PAGE>
                                     - 77 -

      (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.

8.4         CERTAIN RIGHTS OF THE ADMINISTRATIVE AGENT. If the Administrative
Agent shall request instructions from the Lenders, the Required Lenders or the
Majority Term Loan A 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, the Required Lenders
or the Majority Term Loan A 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 the Majority Term
Loan A Lenders, as applicable, 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

<PAGE>
                                     - 78 -

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", "Majority Term Loan A 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 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 B
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 Majority Term Loan
            A 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
            Majority Term Loan A 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

<PAGE>
                                     - 79 -

            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.

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.

<PAGE>
                                     - 80 -

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 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.

<PAGE>
                                     - 81 -

                                    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:

            (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

<PAGE>
                                     - 82 -

            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 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 "Majority Term Loan A 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

<PAGE>
                                     - 83 -

            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 the Lien Priority Agreement, 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

<PAGE>
                                     - 84 -

            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 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

<PAGE>
                                     - 85 -

            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 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.

<PAGE>
                                     - 86 -

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.

      (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.$750,000 (if in U.S.$) or Cdn.$1,000,000 (if in Cdn.$), unless
            both the Borrower and the Administrative Agent otherwise consent in
            writing, and the amount held by each Lender after each such
            assignment shall not be less than U.S.$1,000,000 (if in US.$) or
            Cdn.$5,000,000 (if in Cdn.$), 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 purposes of determining compliance with such minimum
            assignment and minimum hold amounts; (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, payable
            by the assigning Lender (with only one such fee payable in
            connection with simultaneous assignments to or by two or more Lender
            Affiliates), (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

<PAGE>
                                     - 87 -

            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 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

<PAGE>
                                     - 88 -

            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
            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

<PAGE>
                                     - 89 -

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
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.

<PAGE>
                                     - 90 -

      (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.

      (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

<PAGE>
                                     - 91 -

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 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 A
                                                                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               CREDIT SUISSE FIRST BOSTON, as
BRANCH, as Administrative Agent and as     Syndication Agent and Joint Lead
Collateral Agent                           Arranger

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

                                           By: _______________________________

<PAGE>

                                       -2-

                                                           TRANCHE B-TERM LOAN A
                                                                CREDIT AGREEMENT

TRANCHE B-TERM LOAN A LENDERS

                                           ADDRESS: (Please complete)

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

                                                         ______________________

By:__________________________________      City:         ______________________
Name:________________________________
Title:_______________________________      Province/State:_____________________

By:__________________________________      Postal/Zip Code:____________________
Name:________________________________
Title:_______________________________      Country:      _____________________

                                           Contact:      ______________________

                                           Phone:        ______________________

                                           Fax:          ______________________

                                           E-mail:       ______________________

<PAGE>

                                   SCHEDULE A

                                 LENDERS' LOANS

Credit Suisse First Boston, acting           U.S.$12,500,000
through its
Cayman Islands Branch

KZH Cypresstree-1 LLC                        U.S.$7,000,000

KZH Sterling LLC                             U.S.$3,925,037.48

JPMorgan Chase Bank, Toronto Branch          U.S.$ amount which when added to
                                             U.S.$23,425,037.48 equals the U.S.$
                                             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    136 degrees 50'20"    286,61      nord-est
23847-10257    146 degrees 27'10"     30,91      nord-est
10257-10258    136 degrees 57'15"     49,76      nord-est
10258-10223    220 degrees 50'30"    147,36      sud-est
10223-10124    316 degrees 33'25"    375,25      sud-ouest
10124-10261     44 degrees 13'53"    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 1(er) 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 degree 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".

            -     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.

<PAGE>
                                     - 9 -

            -     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 degree 36'11".

            Superficie : 899,3 metres carres.

                                 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

<PAGE>
                                     - 10 -

                  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 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".

<PAGE>
                                     - 11 -

            -     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).

            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 ".

<PAGE>
                                     - 12 -

            -     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
      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.

<PAGE>
                                     - 13 -

(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;

(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;

<PAGE>
                                     - 14 -

(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 B Credit Agreement.

3.    Purchase and Licence Agreement with Nortel Networks

ENVIRONMENTAL MATTERS (3.17)

1.    None

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.

<PAGE>
                                     - 15 -

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;

(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;

<PAGE>
                                     - 16 -

(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.

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.

<PAGE>
                                     - 17 -

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

1.    Tranche A Exit Facility Agreement.

2.    Tranche B - Term Loan B 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(XXVI))

1.    JURISDICTIONS IN WHICH TANGIBLE ASSETS ARE LOCATED:

      Parent:

      Quebec

      Borrower:

      Quebec
      Ontario
      Alberta
      British Columbia
      Saskatchewan
      Manitoba
      Nova Scotia
      Newfoundland

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

      Borrower:

      Quebec
      Ontario
      Alberta
      Saskatchewan
      Manitoba
      British Columbia

<PAGE>
                                     - 18 -

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.

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)

<PAGE>
                                     - 19 -

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 (6.9)

Tranche A Exit Facility Agreement.
Tranche B-Term Loan B 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 A 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, and JPMorgan Chase Bank, Toronto
                            Branch, as Administrative Agent and Collateral
                            Agent.

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 and Issuing Bank

By_________________________________
  Title:

Consented to:(3)

MICROCELL SOLUTIONS INC.

By________________________________
  Title:

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

(2) 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 A 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.

                                       2
<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 A Credit Agreement dated as of March o, 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 [B/A LOAN / PRIME RATE LOAN / BASE RATE LOAN /
EURODOLLAR LOAN] in the principal amount of [CANADIAN][U.S.]$__________________,
[WITH A CONTRACT PERIOD / 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 B/A Loan(2)

            [      ]        a Prime Rate Loan(3)

            [      ]        a Base Rate Loan(4)

            [      ]        a Eurodollar Loan(5)

            The Contract Period in respect of the B/A Loan requested hereby is
___days.(6)

            The Interest Period in respect of the Eurodollar Loan requested
hereby is _____ days.(7)

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

            DATED: __________________________________

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

(2) May only be converted/continued from a Prime Rate Loan or a maturing B/A
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 B/A Loans.

(3) May only be converted from a maturing B/A Loan.

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

(5) 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.

(6) This sentence is only required in the context of a continuation/conversion
into a B/A Loan

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

<PAGE>
                                                                               2

                                     MICROCELL SOLUTIONS INC.

                                     By:________________________________________
                                     Name:
                                     Title:

                                     By:________________________________________
                                     Name:
                                     Title:

                                        2
<PAGE>
                                                                               3

                                    EXHIBIT D

                         FORM OF LIEN PRIORITY AGREEMENT

                                       3
<PAGE>

                                                               EXECUTION VERSION

                              TRANCHE B-TERM LOAN A
                                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...................................................................     25
     1.3    Accounting Terms; GAAP............................................................     26
     1.4    Time..............................................................................     26
     1.5    Permitted Liens...................................................................     26
     1.6    Schedules and Exhibits............................................................     27
ARTICLE 2       Loans.........................................................................     27
     2.1    Loans.............................................................................     27
     2.2    Continuation, Conversion and Roll-Over Elections..................................     28
     2.3    Interest and Acceptance Fees......................................................     29
     2.4    Repayment of Loans................................................................     31
     2.5    Evidence of Debt..................................................................     32
     2.6    Prepayments of Loans; Payments Pursuant to Other New Instruments..................     32
     2.7    B/A Loans.........................................................................     34
     2.8    Alternate Rate of Interest........................................................     34
     2.9    Increased Costs; Illegality.......................................................     35
     2.10   Break Funding Payments............................................................     36
     2.11   Taxes.............................................................................     37
     2.12   Payments Generally; Pro Rata Treatment; Sharing of Set-offs.......................     38
     2.13   Currency Indemnity................................................................     39
     2.14   Mitigation Obligations; Replacement of Lenders....................................     40
     2.15   Indemnity for Returned Payments...................................................     41
     2.16   Existing Security.................................................................     41
ARTICLE 3       REPRESENTATIONS AND WARRANTIES................................................     42
     3.1    Organization; Powers..............................................................     42
     3.2    Authorization; Enforceability.....................................................     42
     3.3    Governmental Approvals; No Conflicts..............................................     43
     3.4    Financial Condition; No Material Adverse Effect...................................     43
     3.5    Litigation........................................................................     44
</TABLE>

                                       -i-
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                  PAGE
<S>                                                                                               <C>
     3.6    Compliance with Laws and Agreements...............................................     44
     3.7    Taxes.............................................................................     44
     3.8    Titles to Real Property...........................................................     44
     3.9    Titles to Personal Property.......................................................     44
     3.10   Pension Plans.....................................................................     45
     3.11   Disclosure........................................................................     45
     3.12   Defaults..........................................................................     45
     3.13   Casualties; Taking of Properties..................................................     45
     3.14   Subsidiaries......................................................................     45
     3.15   Insurance.........................................................................     45
     3.16   Material Contracts................................................................     45
     3.17   Environmental Matters.............................................................     46
     3.18   Employee Matters..................................................................     47
     3.19   Fiscal Year.......................................................................     47
     3.20   Intellectual Property Rights......................................................     47
     3.21   Investment and Holding Company Status.............................................     48
     3.22   PCS Network Ownership.............................................................     48
     3.23   No Indebtedness for Borrowed Money................................................     48
     3.24   Permits, Licences, etc............................................................     48
     3.25   Security Interests................................................................     49
     3.26   Regulatory Compliance.............................................................     49
     3.27   Budget Update.....................................................................     49
ARTICLE 4       CONDITIONS....................................................................     50
     4.1    Conditions Precedent to Effectiveness of Agreement................................     50
ARTICLE 5       AFFIRMATIVE COVENANTS.........................................................     52
     5.1    Financial Statements and Other Information........................................     52
     5.2    Existence; Conduct of Business....................................................     59
     5.3    Payment of Obligations............................................................     59
     5.4    Maintenance of Properties.........................................................     59
     5.5    Maintenance of Authorizations.....................................................     59
</TABLE>

                                      -ii-
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                  PAGE
<S>                                                                                               <C>
     5.6    Books and Records; Inspection Rights..............................................     59
     5.7    Compliance with Laws and Material Contracts.......................................     60
     5.8    Use of Proceeds...................................................................     60
     5.9    Further Assurances................................................................     60
     5.10   Insurance.........................................................................     60
     5.11   Operation and Maintenance of Property.............................................     60
     5.12   Additional Subsidiaries; Additional Liens.........................................     61
     5.13   Hedging Arrangements..............................................................     61
     5.14   Financial Covenants...............................................................     61
     5.15   Most Favoured Nations.............................................................     63
     5.16   Landlord Consents.................................................................     64
     5.17   Bank Accounts.....................................................................     64
ARTICLE 6       NEGATIVE COVENANTS............................................................     64
     6.1    Indebtedness......................................................................     64
     6.2    Liens.............................................................................     66
     6.3    Fundamental Changes...............................................................     66
     6.4    Investments, Loans, Advances, and Guarantees .....................................     66
     6.5    Hedging Agreements................................................................     67
     6.6    Restricted Payments...............................................................     67
     6.7    Transactions with Affiliates......................................................     68
     6.8    Repayment of Debt.................................................................     68
     6.9    Restrictive Agreements............................................................     69
     6.10   Capital Lease Obligations.........................................................     69
     6.11   Sales and Leasebacks..............................................................     69
     6.12   Pension Plan Compliance...........................................................     69
     6.13   Sale or Discount of Receivables...................................................     70
     6.14   Unconditional Purchase Obligations................................................     70
     6.15   Ownership of Shares...............................................................     70
     6.16   No Amendments to Material Contracts...............................................     70
     6.17   Fiscal Year.......................................................................     70
</TABLE>

                                      -iii-
<PAGE>
                               TABLE OF CONTENTS
                                  (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                  PAGE
<S>                                                                                               <C>
     6.18   Asset Dispositions................................................................     70
ARTICLE 7       EVENTS OF DEFAULT.............................................................     71
     7.1    Events of Default.................................................................     71
ARTICLE 8       THE ADMINISTRATIVE AGENT......................................................     76
     8.1    Appointment of Agent..............................................................     76
     8.2    Limitation of Duties of Agent.....................................................     76
     8.3    Lack of Reliance on the Agent.....................................................     76
     8.4    Certain Rights of the Administrative Agent........................................     77
     8.5    Reliance by Administrative Agent..................................................     77
     8.6    Indemnification of Agent..........................................................     77
     8.7    The Agent in its Individual Capacities............................................     78
     8.8    May Treat Lender as Owner.........................................................     78
     8.9    Successor Administrative Agent....................................................     78
     8.10   Lenders to Enforce through Administrative Agent...................................     79
     8.11   Quebec Security...................................................................     80
ARTICLE 9       MISCELLANEOUS.................................................................     80
     9.1    Notices...........................................................................     80
     9.2    Waivers; Amendments...............................................................     81
     9.3    Expenses; Indemnity; Damage Waiver................................................     83
     9.4    Successors and Assigns............................................................     85
     9.5    Survival..........................................................................     88
     9.6    Counterparts; Integration; Effectiveness..........................................     88
     9.7    Severability......................................................................     89
     9.8    Right of Set Off..................................................................     89
     9.9    Governing Law; Jurisdiction; Consent to Service of Process........................     89
     9.10   WAIVER OF JURY TRIAL..............................................................     90
     9.11   Headings..........................................................................     90
     9.12   Confidentiality...................................................................     90
</TABLE>

                                      -iv-
<PAGE>

An extra section break has been inserted above this paragraph. Do not delete
this section break if you plan to add text after the Table of
Contents/Authorities. Deleting this break will cause Table of
Contents/Authorities headers and footers to appear on any pages following the
Table of Contents/Authorities.