##### 



Exhibit 2.2

MICROCELL TELECOMMUNICATIONS INC.

and

COMPUTERSHARE TRUST COMPANY OF CANADA

as Trustee

UNIT INDENTURE

PROVIDING FOR THE ISSUE OF SECOND UNITS
DUE MAY 1, 2013

Dated May 30, 2003

STIKEMAN ELLIOTT LLP





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SECOND NOTE INDENTURE

THIS
INDENTUREmade this 30th day of May 2003 among MICROCELL
TELECOMMUNICATIONS INC., a corporation incorporated under the Canada Business
Corporations Act(the Corporation) and COMPUTERSHARE TRUST COMPANY OF CANADA,
a trust company existing under the laws of Canada (the
Trustee).

WHEREASMicrocell Telecommunications Inc. (now known as 2861399 Canada
Inc.), a predecessor corporation to the Corporation, received the sanction of
the Superior Court of the Province of Quebec on March 18, 2003 in respect of a
plan of reorganization and of compromise and arrangement filed under the
Companies Creditors Arrangement Act(Canada) and the Canada Business
Corporations Actin respect of such predecessor corporation and certain of its
subsidiaries ( the Plan);

WHEREASthe articles of the Corporation provide, in accordance with the
provisions of the Plan, for the Corporations right to redeem Second Preferred
Shares in the capital of the Corporation for Units (as herein defined);

WHEREASfor such purpose, the Corporation deems it necessary to create and
issue Units in the manner provided herein;

WHEREASeach Unit shall be comprised of a Note (as herein defined) and a
Second Preferred Voting 2 Share (in the case of a Voting Unit) or Second
Preferred Non-Voting 2 Share (in the case of a Non-Voting Unit), as the case
may be, of the Corporation;

WHEREASeach Unit shall constitute in all respects one instrument and
shall be evidenced by one certificate evidencing the Note and the Second
Preferred Voting 2 Share or Second Preferred Non-Voting 2 Share, as the case
may be, comprised therein, which shall not be detachable and shall not be
traded separately;

WHEREASthe Corporation is duly authorized to create and issue the Units
to be issued as provided herein;

WHEREASthe foregoing recitals are made as representations and statements
of fact by the Corporation and not by the Trustee; and

WHEREASthe Trustee has agreed to enter into the Indenture and to hold all
rights, interest and benefits contained herein for and on behalf of those
persons who from time to time become holders of Units issued pursuant to the
Indenture.

NOW THEREFORE THIS INDENTURE WITNESSETHand it is hereby covenanted,
agreed and declared as follows:





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ARTICLE 1

INTERPRETATION


Section 1.1     Definitions.

In this Indenture, unless there is something in the subject matter or
context inconsistent therewith:



| |  | Accretion Amountmeans, as at any particular date, the amount of
interest accrued on a Note equal to the product obtained by the
multiplication of (X) 0.045 by (Y) the Redemption Price as at the end of
the immediately preceding semi-annual period (as calculated from time to
time);                                                                     
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Adjustment Periodhas the meaning ascribed thereto in Section 7.1(3);                                                                                                                                                                                                                                                                                         
|
| |  | Articlesmeans the articles of incorporation of the Corporation, as
amended from time to time;                                                                                                                                                                                                                                                                
|
| |  | Average Common Share Pricemeans, as at any particular date, the
weighted average trading price per share on the TSX (or if not listed on
the TSX, on any other Recognized Exchange on which such shares are
traded) of the Class A Shares and Class B Shares during the twenty (20)
consecutive trading days ending five (5) trading days prior to such date;
|
| |  | Business Daymeans a day, other than Saturday, Sunday or a statutory
holiday, on which banks are generally open for business in Montreal,
Quebec, Toronto, Ontario and New York, New York;                                                                                                                                                                    
|
| |  | Canadianmeans a Canadian within the meaning ascribed to such term in
the Canadian Telecommunications Common Carrier Ownership and Control
Regulations SOR/94-667 enacted pursuant to the Telecommunications Act
(Canada) S.C. 1993, c. 38 and the regulations thereunder, as amended from
time to time;                                                      
|
| |  | Canadian Ownership and Control Provisionsmeans Canadian ownership and
control provisions established in the Telecommunications Act(Canada) and
the Radiocommunication Act(Canada) and regulations thereunder;                                                                                                                                                
|
| |  | Certificate of the Corporationmeans a certificate signed in the name
of the Corporation by either one of the President and Chief Executive
Officer of the Corporation or the Chief Financial Officer of the
Corporation, and may consist of one or more instruments so executed;                                                                             
|
| |  | Civil Codemeans the Civil Code of Quebec which came into force on
January 1, 1994 as amended or supplemented from time to time, together
with any regulations thereunder;                                                                                                                                                                                    





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| |  | Class A Sharesmeans the Class A Restricted Voting Shares in the
capital of the Corporation.                                                                                                                                                                                                                         
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Class B Sharesmeans the Class B Non-Voting Shares in the capital of
the Corporation.                                                                                                                                                                                                                                
|
| |  | Corporationmeans Microcell Telecommunications Inc. and includes any
successor corporation to or of it which shall have complied with the
provisions of Article 12;                                                                                                                                                  
|
| |  | Counselmeans legal counsel(s) retained by the Trustee or retained by
the Corporation and acceptable to the Trustee;                                                                                                                                                                                                 
|
| |  | Credit Facilitiesmeans, collectively, the credit agreements governing
the Tranche A Exit Facility, Tranche B Debt and Tranche C Loan, as
amended, restated or supplemented from time to time;                                                                                                                       
|
| |  | Current Market Pricemeans the closing trading prices per share of
Class A Shares and Class B Shares, respectively, on any particular date
(and if such date is not a Business Day, the last Business Day before
such date);                                                                                         
|
| |  | Date of Conversionhas the meaning ascribed thereto in Section 4.2(2);                                                                                                                                                                                                                                               
|
| |  | Directormeans a director of the Corporation and reference to action by
the Directors means action by the directors as a board or, whenever duly
empowered, action by a committee of the board as a committee;                                                                                                       
|
| |  | Event of Defaulthas the meaning ascribed thereto in Section 10.1;                                                                                                                                                                                                                                                   
|
| |  | Extraordinary Resolutionhas the respective meanings ascribed thereto
in Section 13.12 and Section 13.15;                                                                                                                                                                                                            
|
| |  | First Unitsmeans the first units of the Corporation to be issued
pursuant to that certain First Unit Indenture dated the date hereof
between the Corporation and the Trustee as trustee thereunder;                                                                                                                 
|
| |  | Fundamental Transactionhas the meaning ascribed thereto in Section
7.1(3);                                                                                                                                                                                                                                          
|
| |  | GAAPmeans generally accepted accounting principles in Canada as in
effect from time to time;                                                                                                                                                                                                                        
|
| |  | Indenture Legislationhas the meaning ascribed thereto in Section 15.1;                                                                                                                                                                                                                                              
|
| |  | Inter-Creditor Agreementmeans that certain Inter-Creditor and
Collateral Agency Agreement dated as of May 1, 2003 entered into between
the Corporation, Solutions, JP Morgan Chase Bank Toronto Branch, the
lenders party to each of the Tranche A Exit Facility, Tranche B Debt and
Tranche C Loan and the Trustee;





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| |  | In-the-Moneymeans that, as of any particular trading day, the Class A
Shares and Class B Shares continue to be listed and posted for trading on
a Recognized Exchange and the Average Common Share Price as of such
trading day is equal to or in excess of the then current Redemption
Consideration.                                                                                                                                                                                
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Maturity Datemeans May 1, 2013;                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  | Non-Voting Sharesmeans Second Preferred Non-Voting 2 Shares in the
capital of the Corporation;                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | Non-Voting Unitmeans a Unit which includes a Non-Voting Share;                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | Notesmeans the 9% convertible unsecured junior subordinated Second
Notes due May 1, 2013, issued hereunder as part of the Units;                                                                                                                                                                                                                                                                                                                                                      
|
| |  | Ordinary Course Dividendmeans any dividend (payable in cash or
securities, property or assets of equivalent value) declared payable on
the Shares in any fiscal year of the Corporation and not exceeding, on an
aggregate basis, the greater of (i) 10% of the equity of the holders of
the Shares at the end of the fiscal year preceding the dividend
declaration date and (ii) 150% of the average amount of dividends paid on
the Shares in the preceding three (3) fiscal years;
|
| |  | Personmeans an individual, legal person, corporation, company,
cooperative, partnership, trust, unincorporated association or
governmental body, and pronouns have a similarly extended meaning;                                                                                                                                                                                                                                                                                      
|
| |  | Principal Amountmeans the principal amount of the Note included in a
Unit determined in accordance with Section 2.1(4);                                                                                                                                                                                                                                                                                                                                                               
|
| |  | Recognized Exchangemeans the TSX or any other prescribed Canadian
stock exchange within the meaning of the Income Tax Act(Canada);                                                                                                                                                                                                                                                                                                                                                  
|
| |  | Redemption Considerationhas the meaning set forth in Section 3.1(1);                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  | Redemption Pricemeans, in respect of any Unit, the Principal Amount of
the Note included in such Unit, as adjusted in accordance with Subsection
3.1(3);                                                                                                                                                                                                                                                                                                                              
|
| |  | Residency Declarationmeans a declaration by which a Unitholder
certifies that it is or is not a Canadian, in the form attached in
Schedule 1.1;                                                                                                                                                                                                                                                                                                                                       
|
| |  | SECmeans the U.S. Securities and Exchange Commission;                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | Second Preferred Sharesmeans, collectively, the Second Preferred
Non-Voting Shares and the Second Preferred Voting Shares;                                                                                                                                                                                                                                                                                                                                                            
|
| |  | Second Preferred Non-Voting Sharesmeans the Second Preferred
Non-Voting Shares in the capital of the Corporation;                                                                                                                                                                                                                                                                                                                                                                     





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| |  | Second Preferred Voting Sharesmeans the Second Preferred Voting Shares
in the capital of the Corporation;
| |  | -----------------------------------------------------------------------------------------------------------
|
| |  | Senior Liabilitiesmeans:                                                                                 



| | (i)   |  | secured indebtedness of the Corporation (other
than indebtedness evidenced by the Units) whether outstanding
on the date of this Indenture or thereafter created, incurred,
assumed or guaranteed, for money borrowed or raised by the
Corporation by whatever means (including, without limitation,
by means of acceptances, debt instruments and finance leases
and any liability evidenced by bonds, notes or similar
instruments including outstanding subordinated perpetual
debt);
| | ----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | secured indebtedness of the Corporation whether
outstanding on the date of this Indenture or thereafter
created, incurred, assumed or guaranteed by the Corporation in
connection with the acquisition by the Corporation or by
others of any assets or services;                                                                                                                                                                                                                       
|
| | (iii) |  | all debts, liabilities and obligations at any
time owing under any of the Tranche A Exit Facility, the
Tranche B Debt and the Tranche C Loan; and                                                                                                                                                                                                                                                                                                                                       
|
| | (iv)  |  | renewals, extensions or refundings of any
indebtedness referred to in (i) to (iii) of this definition;                                                                                                                                                                                                                                                                                                                                                                                  



| |  | unless in any case it is provided by the terms of the instrument creating
or evidencing such indebtedness or an instrument pursuant to which such
indebtedness is outstanding that such indebtedness does not rank prior in
right of payment to the Notes but ranks pari passuwith, or subordinate
in right of payment to, the Notes;                                                                                                                               
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Sharemeans a Class A Share or Class B Share, as the case may be;                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  | Solutionsmeans Microcell Solutions Inc., a corporation amalgamated
under the laws of Canada;                                                                                                                                                                                                                                                                                                                                                                      
|
| |  | Successor Corporationhas the meaning ascribed thereto in Section 12.1;                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | TIAmeans the Trust Indenture Actof 1939 (15 U.S Code 77aaa-77bbbb),
as amended from time to time;                                                                                                                                                                                                                                                                                                                                                                 
|
| |  | this Indenture, this Trust Indenture, hereto, hereby,
hereunder, hereof, hereinand similar expressions refer to this
indenture and not to any particular Article, Section, Subsection,
Paragraph, subdivision or other portion hereof, and include any and every
supplemental indenture; and supplemental indentureand Indenture
supplemental heretoinclude any and every instrument supplemental or
ancillary hereto or in implementation hereof;





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- 6 -



| |  | Tranche A Exit Facilitymeans the secured revolving credit facility in
the aggregate principal amount of at least $25,000,000 and not more than
$75,000,000 established in favour of Solutions pursuant to a certain
credit agreement dated May 1, 2003 between inter alia, Solutions and JP
Morgan Chase Bank as agent, as amended, restated or supplemented from
time to time and includes any hedging arrangements entered into by
Solutions in accordance with the provisions of such credit agreement;
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Tranche B Debtmeans the certain term loan to Solutions consisting of a
Canadian dollar series in the principal amount of Cdn$100,000,000 and a
U.S. dollar series in the principal amount of the U.S. dollar equivalent
of Cdn$200,000,000 pursuant to a certain credit agreement dated May 1,
2003 between, inter alia, Solutions and JP Morgan Chase Bank as agent, as
amended, restated or supplemented from time to time;                                                                             
|
| |  | Tranche C Loanmeans the secured non-revolving term loan to Solutions
in the aggregate principal amount of $50,000,000 pursuant to a certain
credit agreement dated May 1, 2003 between, inter alia, Solutions and JP
Morgan Chase Bank, as agent, as amended, restated or supplemented from
time to time;                                                                                                                                                                                                 
|
| |  | Trusteemeans Computershare Trust Company of Canada or any successor
thereto;                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  | TSXmeans the Toronto Stock Exchange, a division of TSX Inc. through
which the senior listing operations of TSX Group Inc. are conducted;                                                                                                                                                                                                                                                                                                                                                                  
|
| |  | Unitmeans a unit consisting of a Note together with one Voting Share
(a Voting Unit) or one Non-Voting Share (a Non-Voting Unit), as the case
may be;                                                                                                                                                                                                                                                                                                                                                     
|
| |  | Unit Certificatemeans a certificate evidencing one or more Voting
Units, substantially in the form attached hereto as Schedule 2.3(A) or
one or more Non-Voting Units, substantially in the form attached hereto
as Schedule 2.3(B);                                                                                                                                                                                                                                                                      
|
| |  | Unitholdersor Holdersmeans the Persons for the time being entered
in the registers mentioned hereinafter as holders of Units;                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | Unitholders Requestmeans an instrument signed in one or more
counterparts by the Holders of not less than 25% in Principal Amount of
the outstanding Notes included in the Units requesting the Trustee to
take the action or proceeding specified therein;                                                                                                                                                                                                                                              
|
| |  | U.Smeans the United States of America, its territories or
possessions, any state thereof or the District of Columbia collectively;                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | U.S. Securities Actmeans the U.S. Securities Act of 1933, as amended;                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | Voting Sharesmeans Second Preferred Voting 2 Shares in the capital of
the Corporation;                                                                                                                                                                                                                                                                                                                                                                                                                    





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| |  | Voting Unitmeans a Unit which includes a Voting Share; and                                                                                                                                                                                                                                                                                                                                           
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Written Order of the
Corporation, Written Request of the Corporation
and Written Direction of the Corporationmean, respectively, a written
order, request or direction signed in the name of the Corporation by
either of the President and Chief Executive Officer of the Corporation or
the Chief Financial Officer of the Corporation, and may consist of one or
more instruments so executed.

Words importing the singular include the plural and vice versa and words
importing the masculine gender include the feminine gender and vice versa.

Section 1.2     Meaning of outstanding for Certain Purposes.

Every Unit certified and delivered by the Trustee hereunder shall be
deemed to be outstanding until it shall be cancelled or delivered to the
Trustee for cancellation, or a new Unit shall be issued in substitution
therefore under Section 6.2, or moneys or shares for the payment thereof shall
be set aside under Section 3.4 or Section 11.2, provided that:



| | (a) |  | where a new Unit has been issued in substitution for a Unit
which has been mutilated, lost, stolen or destroyed, only one such
Unit shall be counted for the purpose of determining the aggregate
principal amount of Notes outstanding;                                                                              
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | Units which have been partially redeemed, purchased or
converted shall be deemed to be outstanding only to the extent of
the unredeemed, unpurchased or unconverted part of the principal
amount thereof;                                                                                                             
|
| | (c) |  | for the purpose of any provision of this Indenture entitling
Holders of outstanding Units to vote, sign consents, requests or
other instruments, take other action or to constitute a quorum at
any meeting of Holders under this Indenture, Units owned legally by
the Corporation shall be disregarded, except that:
|

| | (i)  |  | for the purpose of determining whether the
Trustee shall be protected in relying on any such vote,
consent, request or other instrument, other action or to
constitute a quorum at any meeting of Holders, only the Units
of which the Trustee has notice that they are so owned shall
be so disregarded; and
| | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | Units so owned which have been pledged in good
faith other than to the Corporation shall not be so
disregarded if the pledgee shall establish to the satisfaction
of the Trustee the pledgees right to vote such Units in his
discretion free from the control of the Corporation.                          





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Section 1.3     Interpretation not Affected by Headings, etc.

The division of this Indenture into Articles, Sections, Subsections and
Paragraphs, the provision of a table of contents and the insertion of headings
are for convenience of reference only and shall not affect the construction or
interpretation of this Indenture.

Section 1.4     Statute References.

Any reference in this Indenture to a statute shall be deemed to be a
reference to such statute as amended, re-enacted or replaced from time to time.

Section 1.5     Monetary References.

Except as otherwise stated, any reference in this Indenture to Dollars,
dollars or the sign $ shall be deemed to be a reference to lawful money of
Canada.

Section 1.6     Day not a Business Day.

In the event that any day on or before which any action is required to be
taken or any computation is required to be made hereunder is not a Business
Day, then such action or computation shall be required to be taken or made on
or before the requisite time on the first Business Day thereafter.

Section 1.7     Invalidity of Provisions.

Each of the provisions contained in this Indenture or the Units is
distinct and severable and a declaration of invalidity or unenforceability of
any such provision by a Court of competent jurisdiction shall not affect the
validity or enforceability of any other provision hereof or thereof.

Section 1.8     Governing Law.

This Indenture and the Units shall be governed by and construed in
accordance with the laws of the Province of Québec and the laws of Canada
applicable therein and shall be treated in all respects as Québec contracts.

Section 1.9     Conflict.

In the event there is any conflict between this Indenture and any Unit
Certificate or any of the Schedules to this Indenture, the provisions of this
Indenture shall govern and prevail.

Section 1.10     Incorporation by Reference of Trust Indenture Act.

Whenever this Indenture refers to a provision of the TIA, the provisions
shall be deemed incorporated by reference in and made a part of this Indenture.





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- 9 -

All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute and not otherwise defined herein
have the meanings so assigned to them therein.

Section 1.11     Trust Provisions.

Notwithstanding the references herein or in any Units to this Indenture as
a Trust Indenture or to Computershare Trust Company of Canada (or its
successor hereunder, if any) as a Trustee and except for any trust which may
be created or constituted in Quebec for the purposes of Section 3.5, Section
8.2(d) or Section 11.2 (and only to the extent contemplated by such Section),
no trust within the meaning of Chapter II of Title Six of Book Four of the
Civil Code is intended to be or is created or constituted hereby. In addition,
for greater certainty and subject as hereinafter in this Section provided in
the case of any trust created or constituted in Quebec for the purposes of
Section 3.5, Section 8.2(d) or Section 11.2, the provisions of Title Seven of
Book Four of the Civil Code shall not apply to any administration by the
Trustee hereunder.

Except as otherwise expressly provided or unless the context otherwise
requires, references in this Indenture to trust or in trust, and other
similar wording shall only refer to any trust that shall be created or
constituted for the purposes of Section 3.5, Section 8.2(d) or Section 11.2, as
the case may be, which trust shall, automatically upon the delivery by the
Corporation of the amount referred to in the said Section 3.5, Section 8.2(d)
or Section 11.2, as the case may be, be created or constituted either under
Quebec law or under the law of any other appropriate jurisdiction and, if so
created or constituted in Quebec, shall be subject to the provisions of the
Civil Code applicable to trusts and, if so created or constituted in another
appropriate jurisdiction, shall be subject to the trust laws of such
jurisdiction. The administration of any such trust shall be governed by and in
accordance with the provisions hereof which, to the extent permitted by
applicable law, shall supersede any provisions relating to the administration
of property of others or other similar provisions of any applicable law.

ARTICLE 2

THE UNITS AND NOTES


Section 2.1     Creation and Issue of Units and Notes.



|(1) |  | Creation of Units. A maximum number of 7,200,371 Units is hereby created
and authorized for issue, issuable as Voting Units or Non-Voting Units, as
the case may be.                                                                                                                                                                                                                                                        
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Issuance of Units. The Corporation may issue Units to Unitholders upon
any redemption of Second Preferred Voting Shares or Second Preferred
Non-Voting Shares, as the case may be, in accordance with the provisions
of the Articles. Upon any such redemption, a holder of Second Preferred
Voting Shares shall be issued Voting Units and a holder of Second
Preferred Non-Voting Shares shall be issued Non-Voting Units.
|   
|(3) |  | Ranking. Holders of Voting Units and Non-Voting Units shall rank pari
passuin all respects.                                                                                                                                                                                                                                                                                                                                 





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- 10 -



|(4) |  | Principal Amount of Notes. Each Voting Unit shall include one Voting
Share and one Note in a principal amount (Principal Amount) equal to the
redemption price of the Second Preferred Voting Share (as determined in
accordance with the Articles) in respect of which a Voting Unit is to be
issued, as at the date of redemption therefor. Each Non-Voting Unit shall
include one Non-Voting Share and one Note in a Principal Amount equal to
the redemption price of the Second Preferred Non-Voting Share (as
determined in accordance with the Articles) in respect of which a
Non-Voting Unit is to be issued, as at the date of redemption therefor.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | By way of example only and for greater clarity, a holder of 100 Second
Preferred Shares shall, upon redemption thereof, be entitled to receive
100 Units (Voting or Non-Voting, as the case may be) which Units shall
include 100 Notes having in the aggregate a Principal Amount equal to the
aggregate redemption price of the Second Preferred Shares being redeemed
together with 100 Voting Shares or Non-Voting Shares, as the case may be.                                                                                                                                                                                                             

Section 2.2     Term of Units.

Units shall be dated the date of the redemption of the Second Preferred
Voting Shares or Second Preferred Non-Voting Shares, as the case may be, in
consideration of the redemption of which Units are issued hereunder and shall
mature, regardless of their date of issuance, on the Maturity Date.

Section 2.3     Form of Unit Certificates.



|(1) |  | Form. The Unit Certificates evidencing the Voting Units and Non-Voting
Units shall be substantially in the forms set out in Schedule 2.3(A)
(Voting Units) and Schedule 2.3(B) (Non-Voting Units) to this Indenture
with such appropriate additions, deletions, substitutions and variations
as the Trustee may approve and shall bear such distinguishing letters and
numbers as the Trustee may approve, such approval of the Trustee to be
conclusively evidenced by its certification of the Unit Certificates.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Production. The Unit Certificates may be engraved, lithographed or
printed (the expression printed including for purposes hereof both
original typewritten material as well as mimeographed, mechanically,
photographically, photostatically or electronically reproduced,
typewritten or other written material), or partly in one form and partly
in another, as the Corporation may determine.                                                                                                                

Section 2.4     Signature of Unit Certificates.



|(1) |  | Signing Officers. The Unit Certificates will be signed by one of the
President, Chief Financial Officer, a Vice-President or Secretary of the
Corporation or by any other individual to whom such signing authority is
delegated by the Directors of the Corporation from time to time.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Signatures. The signatures of any of the officers or individuals
referred to in Section 2.4(1) hereof may be manual signatures, engraved,
lithographed or printed in facsimile and Unit Certificates bearing such
facsimile signatures will, subject to                                





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- 11 -



|    |  | Section 2.5 hereof, be binding on the
Corporation as if they had been manually signed by such officers or
individuals.                                                                                                                                                                                                                                                                                                                                                 
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(3) |  | No Longer Officer. Notwithstanding that any person whose manual or
facsimile signature appears on a Unit Certificate as one of the officers
or individuals referred to in Section 2.4(1) hereof no longer holds the
same or any other office with the Corporation at the date of issue of any
Unit Certificate or at the date of certification or delivery thereof, such
Unit Certificate will, subject to Section 2.5 hereof, be valid and binding
on the Corporation.

Section 2.5     Certification by Trustee.



|(1) |  | Certification. No Unit Certificate shall be issued or, if issued, shall
entitle the Holder thereof to the benefits of this Indenture until it has
been certified by manual signature by or on behalf of the Trustee. Such
certificate on any Unit Certificate shall be conclusive evidence that the
Units evidenced thereby are duly issued and are valid obligations of the
Corporation. Unit Certificates may forthwith and from time to time be
executed by the Corporation and delivered to the Trustee and shall be
certified by the Trustee and delivered pursuant to a Written Order of the
Corporation, without the Trustee receiving any consideration therefore.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | No Representation or Warranty. The certificate of the Trustee on any
Unit Certificates shall not be construed as a representation or warranty
by the Trustee as to the validity of this Indenture or of the Units
evidenced thereby (except the due certification thereof) and the Trustee
shall in no respect be liable or answerable for the use made of the Unit
Certificates or any of them or the proceeds thereof.                                                                                                                                                                                                                                                  

Section 2.6     Notes and Shares not Detachable.



|(1) |  | Composition. A Voting Unit shall consist of one Note together with one
Voting Share and a Non-Voting Unit shall consist of one Note together with
one Non-Voting Share.                                                                                                                                              
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Notes and Shares as One Instrument. The Notes and the Voting Shares or
Non-Voting Shares, as the case may be, included in the Units shall not be
split, combined, exchanged or transferred separately from the Units of
which they form part and shall be evidenced by the Unit Certificate in
respect of such Units.

Section 2.7     Units to Rank Equally.

Each Unit, as soon as it is issued shall, subject to the terms hereof, be
equally and rateably entitled to the benefits hereof as if all the Units had
been issued and negotiated simultaneously.

Section 2.8     Interest on Notes.

Each Note shall bear interest from and including the date of issuance of
the Unit of which it forms part hereunder at the rate of 9% per annum. No
accrued interest shall be payable on the Notes, other than upon redemption or
at maturity of the Units of which it forms





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##### 



- 12 -

part, and shall instead be part of an adjustment to the Redemption Price
as provided in Section 3.1(3).

Section 2.9     Payments in Respect of Units.



|(1) |  | Payment by Cheque. Payments on the Units, if any, shall be made by
cheque (less any tax required by law to be deducted) payable to the order
of the Holder and negotiable at par and forwarded to such Holder, by first
class mail, postage prepaid (or in the event of mail service interruption,
by such other means as the Trustee and the Corporation shall determine to
be appropriate) to the Holder at his last address appearing on the
appropriate register of Holders. The forwarding of such cheque shall
satisfy and discharge the liability of the Corporation to the extent of
the sum represented thereby (plus the amount of any tax deducted as
aforesaid) unless such cheque is not paid on presentation. In the event
that such cheque is not received by the Holder or is lost or destroyed
prior to being cashed, the Corporation (or the Trustee at the request of
the Corporation), upon being furnished with evidence of non-receipt, loss
or destruction and indemnity reasonably satisfactory to it, shall issue or
cause to be issued to such Holder a replacement cheque for the amount of
such cheque.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Registered in More than One Name. Where Units are registered in more
than one name, payments in respect of such Units shall be paid by cheque
payable to the order of all such Holders, unless the Corporation has
received written instructions from them to the contrary, and the receipt
of any one of such Holders therefor shall be a valid receipt on behalf of
the Holders with respect thereto and shall discharge the Trustee, any
registrar of Units and the Corporation from their obligations with respect
thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

ARTICLE 3

REDEMPTION


Section 3.1     Redemption.

The Units may be, or will be, redeemed in the following circumstances,
provided that, for greater certainty, a redemption of Units hereunder means and
refers to the redemption of the Notes included in such Units in accordance with
the terms of this Article 3 and to the concurrent redemption of the Voting
Shares or Non-Voting Shares, as the case may be, included in such Units
redeemed in accordance with the Articles:



|(1) |  | At the option of the Corporation. Subject to Article 5, a Unit may be
redeemed, in whole or in part, at any time prior to the Maturity Date, at
the option of the Corporation, at a price equal to the sum of (i) the then
current Redemption Price of the Note included in such Unit, as adjusted in
accordance with Section 3.1(3) and (ii) the redemption price of the Second
Preferred Share included in such Unit determined in accordance with the
Articles (collectively, the Redemption Consideration), payable in cash,
provided however that the Holder thereof may be entitled to exercise the
conversion rights attached to such Unit as set forth in Article 4 prior to
such redemption, by way of an instrument given in accordance with Article
4 within 20 days of receipt of the notice of redemption provided in
Section 3.6.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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- 13 -



|(2) |  | Mandatorily. A Unit shall be redeemed mandatorily:
|--- |  | --------------------------------------------------



| | (a) |  | at the Maturity Date (i) at a price equal to the then current
Redemption Consideration, payable in cash; or (ii) at the option of
the Corporation, if the Class A Shares and the Class B Shares are
then listed and posted for trading on a Recognized Exchange, into
such number of Class A Shares (in the case of Voting Units) or Class
B Shares (in the case of Non-Voting Units) as is equal to the
quotient obtained by dividing the then current Redemption
Consideration by the Average Common Share Price; and
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | at any time, in whole or in part, to the extent that the
Corporation has monies available for such purpose in accordance with
the provisions of Article 5.                                                                                                                                                                                                                                                                                                                                                             



|(3) |  | Adjustment to Redemption Price. On
November 1st and May 1st of every
year, starting on the first November 1st following the issue of Units
hereunder, the Redemption Price shall be increased by an amount equal to
the Accretion Amount. In the event of any redemption or conversion of
Units other than as at such dates, the Accretion Amount shall be adjusted
on a pro rata basis with reference to the number of days from the date of
the last increase of the Redemption Price.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 3.2     Partial Redemption of Units.



|(1) |  | Notice to Trustee. If less than all the Units are to be redeemed, the
Corporation shall in each such case, at least 15 days before the date upon
which a notice of redemption is to be given, notify the Trustee by Written
Direction of the Corporation of its intention to redeem Units and of the
aggregate principal amount of Units to be redeemed.                                                                                                                                                                                                                                                                                                                                                            
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Pro Rata Redemption. If less than all the Units are to be redeemed, the
Units shall be redeemed on a pro rata basis based on the Principal Amount
of the Notes comprised therein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|(3) |  | Unit Certificate. The Holder of a Unit called for redemption in part
only, upon surrender of the Unit Certificate representing such Unit for
payment, shall be entitled to receive, without expense to such Holder, a
Unit Certificate evidencing the new Principal Amount of the Note comprised
in such Unit, being an amount equal to the then current Redemption Price
as at the redemption of such Unit less the amount of the payment made to
the Holder on account of the partial redemption, and the Corporation shall
execute and the Trustee shall certify and deliver, at the expense of the
Corporation, such Unit Certificate upon receipt of the Unit Certificate
representing the Unit so surrendered.

Section 3.3     Units Due on Redemption Dates.



|(1) |  | Units Due on Redemption Dates. Subject to Section 3.2(3), Units called
for redemption shall thereupon become due and payable on the redemption
date specified in the notice provided pursuant to Section 3.6, in the same
manner and with the same effect as if it were the Maturity Date,
notwithstanding anything contained herein to the contrary, and from and
after such redemption date, if the moneys or Class A Shares or Class B Shares,
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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- 14 -



|    |  | as the case may be, necessary to redeem such Units shall
have been deposited as hereinafter provided and affidavits or other proof
satisfactory to the Trustee as to the mailing of such notices shall have
been delivered to it, such Units shall not be considered as outstanding
hereunder.                                                        
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Decision of Trustee Final. If any question shall arise as to whether
notice of redemption or deposit of the redemption monies or Class A Shares
or Class B Shares, as the case may be, has been given or made as provided
above, such question shall be decided by the Trustee whose decision shall
be final and binding upon all parties in interest.

Section 3.4     Deposit of Redemption Amounts

Upon Units having been called for redemption in accordance with this
Article 3, the Corporation shall deposit with the Trustee, prior to the
redemption date fixed in the relevant notice of redemption, the sums payable
upon redemption, or Class A Shares or Class B Shares, as the case may be, in
respect of the Units to be redeemed, together with a sum sufficient to satisfy
estimated charges and expenses which may be incurred by the Trustee in
connection with such redemption. From the sums or shares so deposited, the
Trustee shall deliver or cause to be delivered to the Holders, upon surrender
of the Units called for redemption, the sums or shares to which they are
respectively entitled on redemption.

Section 3.5     Failure to Surrender Units Called for Redemption.

If a Holder of any Units called for redemption shall, within 30 days from
the date fixed for redemption, fail to surrender the Unit Certificates in
respect of such Units or shall not within such time accept delivery of the sums
payable or shares issuable in respect thereof or give such receipt therefor, if
any, as the Trustee may require, such sums or shares shall be set aside in
trust for such Holder, in accordance with Article 15, and such setting aside
shall for all purposes be deemed a payment to the Unitholder of the sum, Class
A Shares or Class B Shares, as the case may be, so set aside, and the Units
shall thereafter not be considered as outstanding hereunder and the Unitholder
shall have no right except to receive such sums or certificates representing
the Class A Shares or Class B Shares, as the case may be, or, in the event of a
partial redemption only, a Unit Certificate issued in accordance with Section
3.2(3), upon surrender of his Unit Certificates, without interest thereon.

Section 3.6     General Requirements.



|(1) |  | Notice.                                                                                                                                                                                                                                                             
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | Notice of intention to redeem any Units shall be given by or on behalf of
the Corporation to the Unitholders which are to be redeemed, not more
than 60 days and not less than 30 days prior to the date fixed for
redemption, in the manner provided in Article 14.
|   
|(2) |  | Content of Notice. The notice to the Unitholders to be given by the
Corporation shall:                                                                                                                                                                              



| | (a) |  | state that the Corporation has exercised its option to redeem
Units pursuant to Section 3.1(1) or that Units are subject to
mandatory redemption pursuant to Section 3.1(2);
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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- 15 -



| | (b) |  | state if the Units are to be redeemed in whole or in part,
and shall specify the redemption date, the Redemption Consideration
or, if in part only, that part of the then current Redemption
Consideration payable in respect of the Units to be redeemed, and
places of payment and shall state that all interest on the Units
called for redemption shall cease to accrue from and after such
redemption date;                                                                                                                                                                                                                                                                                                   
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (c) |  | in the event of a mandatory redemption at the Maturity Date,
state that the Corporation has exercised its option to pay the
aggregate principal amount payable to the Unitholders, (i) in cash
or (ii) by the issuance of Class A Shares or Class B Shares, as the
case may be, to the Unitholders;                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (d) |  | state that to receive the consideration payable upon
redemption, the Unitholders must surrender their Unit Certificates
to the Trustee at its principal corporate actions offices in the
city of Toronto;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (e) |  | in the case of a redemption in consideration of the issuance
of Class A Shares or Class B Shares, advise each Unitholders that
the Class A Shares or Class B Shares, as the case may be, to be
issued in respect of such Unitholders Units will be registered in
the name of the Holder unless the Trustee, or its agent, receives
from such Holder, on or before the tenth Business Day prior to the
Maturity Date at the corporate actions trust office of the Trustee
in Toronto, written notice in form and execution satisfactory to the
Trustee directing the Corporation to register such Class A Shares or
Class B Shares in some other name or names and stating such name or
names (with addresses); and
|
| | (f) |  | advise each Holder that such Holder may, on or after the
Maturity Date, and on proof of identity satisfactory to the Trustee,
take personal delivery of a certified cheque issued to such Holder
representing the Redemption Consideration (or, if a partial
redemption, the sums payable on account of the partial redemption)
or the share certificates representing that Holders Class A Shares
or Class B Shares to be issued, as the case may be, at the corporate
actions trust office of the Trustee in Toronto.                                                                                                                                                                                           



|(3) |  | Delivery of Certificates. Upon any redemption of Units hereunder, the
Corporation will:
|--- |  | ---------------------------------------------------------------------------------------



| | (a) |  | cause to be sent to each Holder in respect of which Units
have been surrendered in accordance with the requirements of the
notice given pursuant to Section 3.6(1), at the address of the
Holder as shown on the records of the Corporation, by prepaid
ordinary insured mail (or in the event of mail service interruption
by such other means as the Trustee and the Corporation will
determine to be appropriate) a certified cheque issued to such
Holder representing the sums payable upon redemption or share
certificates for Class A Shares or Class B Shares, as the case may
be, in the name of such Holder or, if the Trustee has received the
written notice and any payment contemplated
by Section 3.6(2)(e) in the name of such other Person or Persons as
are identified in such written notice; or
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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- 16 -



| | (b) |  | make available for personal delivery, on proof of identity
satisfactory to the Trustee, a certified cheque issued to such
Holder representing the sums payable upon redemption or share
certificates for Class A Shares or Class B Shares, as the case may
be, in the name of such Holder or, if the Trustee has received the
written notice and any payment contemplated by Section 3.6(2)(e) in
the name of such other Person or Persons as are identified in such
written notice.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 3.7     No Requirement to Issue Fractional Shares.

The Corporation shall not be required to issue fractional Class A Shares
or Class B Shares pursuant to this Article 3. If any fractional interest in a
Class A Share or a Class B Share would, except for the provisions of this
Section 3.7, be deliverable upon any redemption of Units, the Corporation
shall, in lieu of delivering any certificate representing such fractional
interest, satisfy such fractional interest by paying to the registered holder
of such shares an amount in lawful money of Canada equal (computed to the
nearest cent) to an identical fraction of the Average Common Share Price on the
applicable redemption date.

Section 3.8     Cancellation of Unit Certificates.

Subject to Section 3.2(3), all Unit Certificates in respect of Units
redeemed hereunder shall forthwith be delivered to the Trustee and shall be
cancelled by it and no Unit Certificates shall be issued in substitution
therefore.

ARTICLE 4

CONVERSION


Section 4.1     Conversion Rights

The Units may be, or will be, converted in the following circumstances,
provided that, for greater certainty, a conversion of Units hereunder means and
refers to the conversion of the Notes included in such Units in accordance with
the terms of this Article 4 and to the concurrent redemption of the Voting
Shares or Non-Voting Shares, as the case may be, included in such Units
redeemed in accordance with the Articles:



| | (a) |  | at any time and from time to time, at the option of the
Holder, a Note included in a Unit may be converted into one Class A
Share (in the case of a Voting Unit) or one Class B Share (in the
case of a Non-Voting Unit);                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | if at any time prior to May 1, 2008, the Corporation shall
complete an offering of Class A Shares and/or Class B Shares for
gross proceeds of not less than $150,000,000 and at a per share
price equal to or greater than 200% of the then current Redemption
Consideration and the proceeds thereof are used as provided in
Article 5, then a Note included in a Unit which
remains outstanding after the application of such proceeds may be
converted, at the option of the Corporation, at any time
thereafter, into one Class A Share (in the case of a Voting Unit)
or one Class B Share (in the case of a Non-Voting Unit);





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- 17 -



| | (c) |  | at any time on or after May 1, 2008, if, on the 25th day (or
if such day is not a trading day, then on the next following trading
day) after the date of the press release of the Corporation
announcing its quarterly or annual financial results, as the case
may be, the Units are In-the-Money, each Note included in a Unit
will automatically be converted, by way of notice given pursuant to
Section 4.2(2), into one Class A Share (in the case of a Voting
Unit) or one Class B Share (in the case of a Non-Voting Unit); and
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (d) |  | a Non-Voting Unit may be converted into one Voting Unit and a
Voting Unit may be converted into one Non-Voting Unit, at the option
of the Holder, exercisable at any time, upon compliance with the
provisions of Subsection 4.2(1) and, in the case of a Holder of
Non-Voting Unit, by also submitting a duly executed and completed
Residency Declaration of the Holder whereby such Holder attests that
he is a Canadian.                                                                                                           

Section 4.2     Manner of Exercise of Right to Convert.



|(1) |  | Conversion by Holder. The Holder of a Unit wishing to convert such Unit
in whole or in part into Class A Shares or Class B Shares, as the case may
be, pursuant to Section 4.1(a) or Section 4.1(d), shall surrender its Unit
Certificate to the Trustee, at the corporate actions trust office of the
Trustee in Toronto with the conversion form appearing thereon or appended
thereto duly executed by the Holder or his executors or administrators or
other legal representatives or his or their attorney duly appointed by an
instrument in form and substance satisfactory to the Trustee, irrevocably
exercising his right to convert such Unit in accordance with the
provisions of this Article 4 (and, in the case of a Holder of a Non-Voting
Unit exercising a conversion right pursuant to Section 4.1(d), accompanied
by a duly executed and completed Residency Declaration attesting that such
Holder is a Canadian). Thereupon such Unitholder or, subject to
compliance with all reasonable requirements of the Trustee, his nominee or
assignee shall be entitled to be entered in the records of the Corporation
as at the Date of Conversion (as defined in Section 4.2(2)) (or such later
date as is specified in Section 4.2(2)) as the holder of the number of
Class A Shares or Class B Shares, as the case may be, into which such Unit
is convertible in accordance with the provisions hereof and, as soon as
practicable thereafter, the Corporation shall deliver to such Unitholder
or, subject as aforesaid, his nominee or assignee, a certificate for such
Class A Shares or Class B Shares, as the case may be.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Notice by Corporation. The Corporation shall notify the Trustee by
Written Direction of the Corporation immediately after a determination by
the Corporation that the Notes included in the Units are convertible
pursuant to Section 4.1(b) or Section 4.1(c). Notice of intention to
convert any Notes included in the Units shall be provided by the
Corporation to the Unitholders concurrently with such Written
Direction of the Corporation to the Trustee, in the manner set forth in
Article 14.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|(3) |  | Deemed Surrender. For the purposes hereof, a Unit shall be deemed to be
surrendered for conversion on the date (the Date of Conversion) on which
it is so surrendered in accordance with the provisions hereof and, in the
case of a Unit so surrendered by mail or other means of delivery, on the
date on which the Unit Certificate is received by the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         





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- 18 -



|    |  | Trustee at the
corporate actions trust office of the Trustee in Toronto, provided that if
a Unit is surrendered for conversion on a day on which the register of
Class A Shares or Class B Shares is closed, the Person entitled to receive
Class A Shares or Class B Shares shall become the holder of record of such
Class A Shares or Class B Shares as at the date on which such register is
next reopened and provided that if a Unit is surrendered for conversion on
the date of redemption of any Unit or during the 10 preceding Business
Days, such Unit shall be deemed to be surrendered for conversion on the
redemption date.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(4) |  | Partial Conversion. The Holder of any Units of which part only is
converted shall, upon the exercise of its right of conversion, surrender
its Unit Certificate(s) to the Trustee, and the Trustee shall cancel the
same and shall, without charge, forthwith certify and deliver to the
Holder new Unit Certificate(s) representing a number of Units equal to the
unconverted part of the Units so surrendered.                                                                                                                                                                                                                          
|   
|(5) |  | No Right to Receive Accrued and Unpaid Interest. The Holder of Units
surrendered for conversion in accordance with this Section 4.2 shall not
be entitled to any payment on account of the Redemption Consideration or
of interest.                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|(6) |  | Right to Receive Dividends. The holders of Class A Shares and Class B
Shares issued upon conversion shall be entitled to receive dividends in
respect thereof only if such dividends are declared in favour of holders
of record of Class A Shares and Class B Shares on and after the Date of
Conversion or such later date as such Holder shall become the holder of
record of such Class A Shares and Class B Shares pursuant to Section
4.2(2), from which applicable date they will for all purposes be and be
deemed to be issued and outstanding as fully paid and non-assessable Class
A Shares and Class B Shares.                

Section 4.3     Corporation to Reserve Shares.

The Corporation covenants that it will at all times reserve and keep
available out of its authorized Class A Shares and Class B Shares (if the
number thereof is or becomes limited) solely for the purpose of issue upon
conversion of Units as provided herein, and issue to Holders of Units who may
exercise their conversion rights hereunder, such number of Class A or Class B
Shares as shall then be issuable upon the conversion of all outstanding Units.
All Class A Shares and Class B Shares which shall be so issuable shall be duly
and validly issued as fully paid and non-assessable.

Section 4.4     Taxes and Charges on Conversion.

The Corporation will from time to time promptly pay or make provision
satisfactory to the Trustee for the payment of all taxes and charges which may
be imposed by the laws of Canada or any province thereof (except income tax or
security transfer tax, if any) which shall be payable with respect to the
issuance or delivery of Class A Shares and Class B Shares to the Holders of
Units upon the exercise of their right of conversion pursuant to the terms of
the Units and of this Indenture.





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- 19 -

Section 4.5     Cancellation of Converted Units.

All Unit Certificates representing Units converted in whole or in part
shall be forthwith delivered to and cancelled by the Trustee and, subject to
Section 4.2(4), no Unit Certificates shall be issued in substitution therefor.

Section 4.6     Notice of Expiry of Conversion Right.

The Corporation covenants that, so long as any Units remain outstanding,
it will give notice to the Trustee and the Unitholders in the manner provided
in Article 14, not less than 21 days prior to a date fixed for redemption of
Units, of the expiry of the right of the Unitholders to convert their Units.

Section 4.7     Revival of Right to Convert.

If the Corporation shall fail to redeem any Units which has been called
for redemption upon due surrender of such Units, any right to convert such
Units as provided in this Article 4 shall revive and continue as if such Units
had not been called for redemption.

Section 4.8     No Requirement to Issue Fractional Shares.

The Corporation shall not be required to issue fractional Class A Shares
or Class B Shares pursuant to this Article 4. If any fractional interest in a
Class A Share or a Class B Share would, except for the provisions of this
Section 4.8, be deliverable upon any conversion of Units, the Corporation
shall, in lieu of delivering any certificate representing such fractional
interest, satisfy such fractional interest by paying to the registered holder
of such shares an amount in lawful money of Canada equal (computed to the
nearest cent) to an identical fraction of the Average Common Share Price on the
applicable Date of Conversion.

Section 4.9     Conversion subject to U.S. Securities Act Requirements

All conversion rights provided for in this Article 4 are subject to a
registration statement having been filed by the Corporation and having been
declared effective by the SEC under the U.S. Securities Act or an exemption
being available under the U.S. Securities Act in connection with the issuance
of Shares resulting from the exercise of such conversion rights.

ARTICLE 5

CERTAIN RESTRICTION ON INTEREST PAYMENTS AND REDEMPTION


Section 5.1     Incorporation of Inter-Creditor Agreement by reference

For purposes of this Section 5.1, terms with a capitalized first letter
not otherwise defined in this Indenture shall have the meaning ascribed thereto
in the Inter-Creditor Agreement.

Section 2.2 of the Inter-Creditor Agreement provides for certain payments
to be made on account of redemption of Units if there is Excess Cash Flow in
any fiscal year of the Corporation, if the Corporation receives Net Proceeds
from an Asset Disposition, or if the Corporation receives Net Proceeds from the
issuance of Equity Securities. The Corporation





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- 20 -

hereby covenants to comply with
its obligations under the Inter-Creditor Agreement (including all payments to
be made thereunder).

ARTICLE 6

REGISTRATION, TRANSFER, EXCHANGE AND OWNERSHIP OF UNITS


Section 6.1     Registration and Transfer of Units.



|(1) |  | Register. The Corporation shall cause to be kept by the Trustee and at
the corporate actions trust office of the Trustee in Toronto a central
register and in such other place or places, or by such other registrar or
registrars, if any, as the Corporation with the approval of the Trustee
may designate, branch registers, in which shall be entered the names and
latest known addresses of the Holders of Units, the particulars of all
transfers of Units and such other particulars of the Units, as may be
prescribed by law. Such registration shall be noted on the Units by the
Trustee or other registrar.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Inspection of registers. The registers referred to in this Section 6.1
shall at all reasonable times be open for inspection by the Corporation,
the Trustee and any Unitholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|(3) |  | Transfer. No transfer of Units shall be effective as against the
Corporation unless made on one of the registers by the Unitholder or his
executors or administrators or other legal representatives or his or their
attorney duly appointed by an instrument in form and execution
satisfactory to the Trustee and upon compliance with such requirements as
the Trustee or other registrar may prescribe, and unless such transfer
shall have been duly noted on such Units by the Trustee or the registrar.
The Unitholders may at any time and from time to time have such Units
transferred at any of the places at which a register is kept pursuant to
the provisions of this Section 6.1 in accordance with such reasonable
regulations as the Trustee may prescribe. The Unitholder may at any time
and from time to time have the registration of its Units transferred from
the register in which the registration thereof appears to another register
maintained in another place authorized for that purpose under the
provision of this Indenture upon payment of a reasonable fee to be fixed
by the Trustee.
|   
|(4) |  | No Notice of Trusts. Neither the Corporation, nor the Trustee, nor any
registrar shall be bound to take notice of or to see to the execution of
any trust, whether express, implied or constructive, in respect of any
Units and the Trustee and any registrar may transfer any Units on the
direction of the Holder thereof, whether named as Trustee or otherwise, as
though that Person were the beneficial owner thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   
|(5) |  | Location of Registers. Except in the case of the central register
required to be kept at the corporate actions trust office of the Trustee
in Toronto, the Corporation shall have power at any time to close any
branch register, in which event it shall transfer the records thereof to
another existing register or to a new register, and thereafter such Units
shall be deemed to be registered on such existing or new register, as the
case may be. In the event that the register in any place is closed and
the records transferred to a register in another place, notice of such
change shall be given to the Holders of the Units registered in the
register so closed and the particulars of such change shall be recorded in the                                                                                                                                                                                                                                                                                                                                                                              





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- 21 -



|    |  | central register required to be kept at the corporate actions trust
office of the Trustee in Toronto.                                                                                                                                                                                
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(6) |  | List of Unitholders. Every registrar shall, when requested to do so by
the Corporation or the Trustee, furnish the Corporation or the Trustee, as
the case may be, with a list of the names and addresses of the Unitholders
showing the serial numbers of Units held by each Holder.

Section 6.2     Exchange of Units.



|(1) |  | Exchange and Place of Exchange. Unit Certificate(s) may be exchanged for
one or more Unit Certificate(s) of different denomination or denominations
evidencing in the aggregate the same number of Units as the Unit
Certificate(s) being exchanged.                                                                                                                                                                           
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Place of Exchange. Exchanges of Units may be made at the corporate
actions trust office of the Trustee in Toronto. Any Unit certificates
tendered for exchange shall be surrendered to the Trustee and shall be
cancelled. The Corporation shall execute, and the Trustee shall certify,
all Unit Certificates necessary to carry out such exchanges.                                                                          
|   
|(3) |  | Redemption. Units issued in exchange for Units which at the time of such
issue have been selected or called for redemption at a later date shall be
deemed to have been selected or called for redemption in the same manner
as the Units for which they were exchanged and, upon issuance of such
Units the Trustee shall note thereon a statement to that effect.                                                            
|   
|(4) |  | Fees. Except as otherwise provided herein, upon any exchange of Units,
the Trustee or other registrar of Units may charge the Holder or the
transferor such reasonable fee as may be necessary to discharge any stamp
tax, security transfer tax or other governmental charge required to be
paid and payment of such charges shall be made by the party requesting
such exchange or transfer as a condition precedent thereto.
|   
|(5) |  | No Exchange. Neither the Corporation, the Trustee nor any other
registrar of Units shall be required to exchange any Units on the day of
any selection by the Trustee of any Units to be redeemed.                                                                                                                                                                                                                             

Section 6.3     Ownership of Units.



|(1) |  | Deemed Ownership. The Unitholders shall be deemed to be the owner
thereof for all purposes of this Indenture and payment of or on account of
the principal of, and interest on, the Notes shall be made only to or upon
the order in writing of the Holder of the Units and such payment shall be
complete satisfaction for the amounts so paid and discharge to the
Trustee, any registrar of Units and the Corporation for the amounts so
paid.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | No Compensation or Set-off. The Holder of any Units shall be entitled to
payments thereon, free from all rights of compensation, set-off or
counterclaim between the Corporation and any prior Holder and all Persons
may act accordingly. A transferee of a Unit shall, upon compliance with
all of the requirements for the transfer of Units set                                                                                              





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- 22 -



| |  | out in this
Indenture, in the Units or established by the Trustee or the Corporation
pursuant thereto and any other requirements of law with respect to such
transfer, be entitled to be entered on the appropriate register or on any
one of the appropriate registers as the owner of such Units, free from all
rights of compensation, set-off or counterclaim between the Corporation
and the transferor or any previous Holder thereof.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 6.4     Issue in Substitution for Lost Certificates.



|(1) |  | Substitution. If any Unit Certificate becomes mutilated or is lost,
destroyed or stolen, the Corporation, subject to applicable law and to
Section 6.4(2) hereof, will issue, and thereupon the Trustee will certify
and deliver, a new Unit Certificate of like tenor as the one mutilated,
lost, destroyed or stolen in exchange for and in place of and on surrender
and cancellation of such mutilated certificate or in lieu of and in
substitution for such lost, destroyed or stolen certificate.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Cost of Substitution. The applicant for the issue of a new Unit
Certificate pursuant to this Section 6.4(2) will bear the reasonable cost
of the issue thereof and in the case of loss, destruction or theft will,
as a condition precedent to the issue thereof:                                                                                                                                                                                                                                       



| | (a) |  | furnish to the Corporation and to the Trustee such evidence
of ownership and of the loss, destruction or theft of the Unit
Certificate to be replaced as is satisfactory to the Corporation and
to the Trustee in its discretion, acting reasonably;
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | if so requested, furnish an indemnity in amount and form
satisfactory to the Corporation and to the Trustee in its
discretion, acting reasonably; and                                                                                               
|
| | (c) |  | pay the reasonable charges of the Corporation and the Trustee
in connection therewith.                                                                                                                                                              

ARTICLE 7

ADJUSTMENTS


Section 7.1     Adjustments



|(1) |  | Adjustment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | The rights of the Unitholders, including in relation to the number of
Shares issuable upon the redemption or conversion of Units, will be
adjusted from time to time in the events and in the manner provided in,
and in accordance with the provisions of, this Article, and for such
purposes and as used in this Section, (i) Adjustment Period means the
period commencing immediately after the issuance of Units hereunder and
ending at the Maturity Date, and (ii) Share Rate means the rate at
which the Shares are issuable upon the redemption or conversion of Units.
|   
|(2) |  | Share Rate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          





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- 23 -



| |  | The Share Rate in effect at any date will be subject to adjustment from
time to time as follows:
| |  | ------------------------------------------------------------------------------------------------



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

| | (i)   |  | subdivide or redivide the outstanding Shares into
a greater number of Shares;                                                                               
| | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii)  |  | consolidate, combine or reduce the outstanding
Shares into a lesser number of Shares; or                                                                    
|
| | (iii) |  | issue Shares to all or substantially all of the
holders of Shares by way of a stock dividend or other
distribution (other than an Ordinary Course Dividend),
|

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

| | (i)  |  | the numerator of which shall be the total number
of Shares outstanding on such date after giving effect to such
event; and
| | ---- |  | --------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | the denominator of which shall be the total
number of Shares outstanding on such date before giving effect
to such event. 
|

| |     |  | Such adjustment will be made successively whenever any such event
shall occur. Any such issue of Shares by way of a stock dividend
or other distribution shall be deemed to have been made on the
record date for such stock dividend or other distribution for the
purpose of calculating the number of outstanding Shares under
Section 7.1(2)(b) and Section 7.1(2)(c).                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | If and whenever, at any time during the Adjustment Period,
the Corporation shall fix a record date for the issuance of rights,
options or warrants to all or substantially all of the holders of
Shares entitling the holders thereof, within a period expiring not
more than 50 days after the record date for such issue, to subscribe
for or purchase Shares (or securities convertible into or
exchangeable for Shares) at a price per share (or having a
conversion or exchange price per share) less than 95% of the Current
Market Price on the earlier of such record date and the date on
which the Corporation announces its intention to make such issuance,
then, in each such case, the Share Rate will be adjusted immediately
after such record date by multiplying the Share Rate in effect on
such record date by a fraction:
|

| | (i) |  | the numerator of which shall be the total number
of Shares outstanding on such record date plus the total
number of additional Shares so offered for subscription or
purchase (or into or for which the convertible or exchangeable
securities so offered are convertible or exchangeable); and
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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- 24 -



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

| |     |  | Any Shares owned by or held for the account of the Corporation or
any Subsidiary shall be deemed not to be outstanding for the
purpose of any such computation. Such adjustments will be made
successively whenever such a record date is fixed. To the extent
that any such rights, options or warrants are not so issued or any
such rights, options or warrants are not exercised prior to the
expiration thereof, the Share Rate will then be readjusted to the
Share Rate which would then be in effect if such record date had
not been fixed or to the Share Rate which would then be in effect
based upon the number of Shares (or securities convertible into or
exchangeable for Shares) actually issued upon the exercise of such
rights, options or warrants, as the case may be.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (c) |  | If and whenever at any time during the Adjustment Period the
Corporation shall fix a record date for the making of a distribution
to all or substantially all of the holders of Shares of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|

| | (i)   |  | shares of any class other than Shares, whether of
the Corporation or any other corporation;        
| | ----- |  | ---------------------------------------------------------------------------------------------------
|
| | (ii)  |  | rights, options or warrants other than rights
options or warrants referred to in Section 7.1(2)(b);
|
| | (iii) |  | evidence of indebtedness; or                                                                       
|
| | (iv)  |  | cash, securities or other property or assets
(other than an Ordinary Course Dividend);             
|

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

| | (i)  |  | the numerator of which shall be the total number
of Shares outstanding on such record date multiplied by the
Current Market Price on such record date; and                                                                                                                                                                                                                                                                        
| | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | the denominator of which shall be (A) the product
of the number of Shares outstanding on such record date and
the Current Market Price on the earlier of such record date
and the date on which the Corporation announces its intention
to make such distribution reduced by (B) the aggregate fair
market value (as determined by the directors at the time such
distribution is authorized) of such shares or rights, options
or





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- 25 -



| |  |  | warrants or evidences of indebtedness or cash, securities
or other property or assets to be so distributed.
| |  |  | -----------------------------------------------------------------------------------------------------------
|

| |     |  | Any Shares owned by or held for the account of the Corporation or
any Subsidiary shall be deemed not to be outstanding for the
purpose of any such computation. Such adjustments will be made
successively whenever such a record date is fixed. To the extent
that such distribution is not so made or to the extent that any
such rights, options or warrants so distributed are not exercised
prior to the expiration thereof, the Share Rate will then be
readjusted to the Share Rate which would then be in effect if such
record date had not been fixed or to the Share Rate which would
then be in effect based upon such shares or rights, options or
warrants or evidences of indebtedness or cash, securities or other
property or assets actually distributed or based upon the number or
amount of securities or the property or assets actually issued or
distributed upon the exercise of such rights, options or warrants,
as the case may be.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (d) |  | In the absence of a resolution of the directors fixing a
record date for any event referred to in this Section, the
Corporation shall be deemed to have fixed as the record date
therefor the earlier of the date on which holders of record of
Shares are determined for the purpose of participating in such event
and the date on which such event becomes effective.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       



|(3) |  | Fundamental Transactions.
|--- |  | -------------------------



| | (a) |  | If and whenever at any time during the Adjustment Period,
there is (i) any reclassification of the Shares at any time
outstanding or any change of the Shares into other shares,

securities or property of the Corporation, or any other capital
reorganization of the Corporation of similar effect, (ii) any
amalgamation, arrangement, merger or other form of business
combination of the Corporation with or into any other corporation
resulting in any reclassification of the outstanding Shares or
change of the Shares into other shares, securities or
property of the Corporation or such other corporation, or (iii) any
sale, lease, exchange or transfer all or substantially all of the
undertaking or assets of the Corporation and/or the Subsidiaries of
the Corporation to another corporation or entity not wholly-owned
by the Corporation (each of the transactions contemplated in (i),
(ii) and (iii), hereinafter, a Fundamental Transaction), then, in
each such event, each Holder of a Unit which is thereafter redeemed
or converted for Shares will be entitled to receive, and shall
accept, in lieu of the number of Shares to which such Holder was
theretofore entitled upon such exercise, the kind and number or
amount of shares or other securities or property which such Holder
would have been entitled to receive as a result of the Fundamental
Transaction if, on the effective date thereof, such Holder had been
the registered holder of the number of Shares to which such Holder
was theretofore entitled upon such redemption or conversion.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | If necessary as a result of any Fundamental Transaction,
appropriate adjustments will be made in the application of the
provisions set forth in this Section with respect to the rights and
interests thereafter of the Holders to the end that the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               





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- 26 -



| |     |  | provisions
set forth in this Section will thereafter correspondingly be made
applicable as nearly as may reasonably be in relation to any shares
or other securities or property thereafter deliverable upon a
redemption or conversion of Units for Shares. Any such adjustments
will be made by and set forth in an indenture supplemental hereto
approved by the Corporation and by the Trustee and shall for all
purposes be conclusively deemed to be an appropriate adjustment.                                                                                                    
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | Adjustments Cumulative. The adjustments provided for in this
Section are cumulative.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (c) |  | Resolution of Questions. In the event of any question arising
with respect to the adjustments provided for in this Section, such
questions shall be conclusively determined by the Corporations
auditors or, if they are unable or unwilling to act, by such firm of
chartered accountants as is appointed by the Corporation and
acceptable to the Trustee. Such accountants shall have access to
all necessary records of the Corporation and such determination
shall be binding upon the Corporation, the Trustee and the Holders.                                                  
|
| | (d) |  | Additional Actions. As a condition precedent to the taking of
any action which would require an adjustment pursuant to this
Section, the Corporation will take any action which may, in the
opinion of counsel to the Corporation be necessary in order that the
Corporation, or any successor to the Corporation or successor to the
undertaking or assets of the Corporation, will be obligated to and
may validly and legally issue all of the Shares or other shares,
securities or property which the Holders would be entitled to
receive upon a redemption or conversion of Units.
|
| | (e) |  | Notice to Trustee. As soon as possible after the effective
date of any event referred to in this Section that requires or might
require an adjustment hereunder, the Corporation will notify the
Trustee by Written Direction of the
Corporation of the particulars of such event and, to the extent
determinable, any adjustment required and the computation of such
adjustment.                                                                                                                                                                                                       
|
| |     |  | The Trustee may act and rely, for all purposes, upon Written
Directions of the Corporation and any other documents filed by the
Corporation pursuant to this Section.                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | (f) |  | No Duty of Trustee. The Trustee:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|

| | (i)  |  | shall not at any time be under any duty or
responsibility to any Holder to determine whether any facts
exist which may require any adjustment hereto or with respect
to the nature or extent of any such adjustment when made, or
with respect to the method employed in making same;
| | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) |  | shall not be accountable with respect to the
validity or value (or the kind or amount) of any Shares or of
any other shares, securities or property                                                                                                                                  





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- 27 -



| |       |  | which may at any time
be issued or delivered upon the redemption or conversion of
Units; and                                                                                                                
| | ----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (iii) |  | shall not be responsible for any failure of the
Corporation to make any cash payment or to issue, transfer or
deliver Shares or share or securities certificates upon the
redemption or conversion of Units.
|

| | (g) |  | Post-Adjustment. After any adjustment pursuant to this
Section, the term Shares where used in this Indenture shall be
interpreted to mean securities of any class or classes which, as a
result of such adjustment and all prior adjustments pursuant to this
Section, may be based upon a redemption or conversion of Units, and
the number of Shares to be so issued shall be interpreted to mean
the number of securities and other property and assets which, are
issuable, as a result of such adjustment and all prior adjustments
pursuant to this Section 7.1(3)(g).
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ARTICLE 8

SUBORDINATION OF NOTES


Section 8.1     Agreement to Subordinate.

The Corporation covenants and agrees, and each Unitholder, by his
acceptance thereof, likewise agrees, that the payment of any sums on the Notes
comprised in the Units is hereby expressly subordinated, to the extent and in
the manner hereinafter set forth, in right of payment to the prior payment in
full of all Senior Liabilities and of all amounts payable in respect of the
First Units in accordance with the provisions of the indenture governing the
issue thereof.

Section 8.2     Distribution on Insolvency or Winding-up.

Upon any dissolution, winding-up, liquidation, reorganization or other
similar proceedings relative to the Corporation or its property or assets,
resulting from bankruptcy,
insolvency, reorganization or receivership proceedings or upon an
assignment for the benefit of creditors,



| | (a) |  | the holders of all Senior Liabilities will first be entitled
to receive payment in full of the principal thereof, premium, if
any, and interest due thereon, before the Unitholders are entitled
to receive any payment on account of the Redemption Consideration;                                                                                                                                             
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | the holders of First Units will be entitled to receive
payment in full of amounts payable in respect thereof in accordance
with the provisions of the indenture governing the issue thereof
before the Unitholders are entitled to receive any payment on
account of the Redemption Consideration but after payment to the
holders of all Senior Liabilities of the amounts contemplated by
paragraph (a) above;





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- 28 -



| | (c) |  | any payment by, or distribution of assets of, the Corporation
of any kind or character, whether in cash, property or securities
(other than securities of the Corporation or any other corporation
provided for by a plan of reorganization or readjustment the payment
of which is subordinate, at least to the extent provided in this
Article 8 with respect to the Notes, to the payment of all Senior
Liabilities, provided that (i) the Senior Liabilities are assumed by
the new corporation, if any, resulting from such reorganization or
readjustment and (ii) the rights of the holders of Senior
Liabilities are not altered adversely by such reorganization or
readjustment), to which the Unitholders or the Trustee would be
entitled except for the provisions of this Article 8, will be paid
or delivered by the person making such payment or distribution,
whether a trustee in bankruptcy, a receiver, a receiver-manager, a
liquidator or otherwise, directly to the holders of Senior
Liabilities or their representative or representatives or to the
trustee or trustees under any indenture under which any instruments
evidencing any of such Senior Liabilities may have been issued,
ratably according to the aggregate amounts remaining unpaid on
account of the Senior Liabilities held or represented by each, to
the extent necessary to make payment in full of all Senior
Liabilities remaining unpaid after giving effect to any concurrent
payment or distribution (or provision therefor) to the holders of
such Senior Liabilities; and
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (d) |  | subject to Section 8.6, if, notwithstanding the foregoing,
any payment by, or distribution of assets of, the Corporation of any
kind or character, whether in cash, property or securities (other
than securities of the Corporation as reorganized or readjusted or
securities of the Corporation or any other corporation provided for
by a plan of reorganization or readjustment the payment of which is
subordinate, at least to the extent provided in this Article 8 with
respect to the Notes, to the payment of all Senior Liabilities,
provided that (i) the Senior Liabilities are assumed by the new
corporation, if any, resulting from such reorganization or
readjustment and (ii) the rights of the holders of Senior
Liabilities are not altered adversely by such reorganization or
readjustment), is received by the Trustee or the Unitholders
before all Senior Liabilities are paid in full, such payment or
distribution will be held in trust for the benefit of, and will be
paid over to the holders of such Senior Liabilities or their
representative or representatives or to the trustee or trustees
under any indenture under which any instruments evidencing any of
such Senior Liabilities may have been issued, ratably as aforesaid,
for application to the payment of all Senior Liabilities remaining
unpaid until such Senior Liabilities have been paid in full, after
giving effect to any concurrent payment or distribution (or
provision therefor) to the holders of such Senior Liabilities.                                       

Section 8.3     Subrogation.

Subject to the payment in full of all Senior Liabilities, the Unitholders
shall be subrogated to the rights of the holders of Senior Liabilities to
receive payments and distributions of assets of the Corporation in respect of
and on account of Senior Liabilities, to the extent of the application thereto
of moneys or other assets which would have been received by the Unitholders but
for the provisions of this Article 8, until the Redemption Consideration





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- 29 -

shall
be paid in full. No payment or distribution of assets of the Corporation to
the Unitholders which would be payable or distributable to the holders of
Senior Liabilities pursuant to this Article 8 shall, as between the
Corporation, its creditors (other than the holders of Senior Liabilities) and
the Unitholders, be deemed to be a payment by the Corporation to or on account
of the Unitholders, it being understood that the provisions of this Article 8
are, and are intended, solely for the purpose of defining the relative rights
of the Unitholders, on the one hand, and the holders of the Senior Liabilities,
on the other hand. Nothing contained in this Article 8 or elsewhere in this
Indenture or in the Units is intended to or shall impair, as between the
Corporation and its creditors (other than the holders of Senior Liabilities and
the Unitholders), the obligation of the Corporation, which is unconditional and
absolute, to pay to the Unitholders the Redemption Consideration as and when
the same shall become due and payable, or to affect the relative rights of the
Unitholders and creditors of the Corporation other than the holders of the
Senior Liabilities, nor shall anything herein or therein prevent the Trustee or
the holder of any Units from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if
any, under this Article 8, of the holders of Senior Liabilities upon the
exercise of any such remedy.

Section 8.4     No Payment to Unitholders if Event of Default under the Senior Liabilities.



|(1) |  | Priority of Senior Liabilities. Upon the maturity of any Senior
Liabilities by lapse of time, acceleration or otherwise, then, except as
hereinafter otherwise provided in Section 8.4(4), all principal of and
premium, if any, and interest on all such matured Senior Liabilities shall
first be paid in full, or shall first have been duly provided for, before
any payment on account of Redemption Consideration is made.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | No Payment. Except as hereinafter otherwise provided in Section 8.4(4),
the Corporation shall not make any payment, and the Trustee shall not be
entitled to demand, institute proceedings for the collection of, or
receive any payment or benefit (including without limitation by
compensation, set-off, combination of accounts or otherwise in any manner
whatsoever) on account of the Units (i) in a
manner inconsistent with the terms (as they exist on the date hereof) of
this Indenture or of the Units, or (ii) at any time when an event of
default, as defined in any Senior Liabilities or any instrument
evidencing the same and permitting the holders thereof to accelerate the
maturity thereof, has occurred and is continuing and notice of such event
of default has been given by or on behalf of the holders of Senior
Liabilities to the Corporation and the Trustee, in each case unless and
until the Senior Liabilities have been paid and satisfied in full or
unless and until such event of default shall have been cured or waived or
shall have ceased to exist.
|   
|(3) |  | No Default. Notwithstanding Section 10.1(a), the failure to make any
payment as a result of the application of this Section 8.4 which would
otherwise be required to be made to the Unitholders pursuant to this
Indenture shall not constitute an Event of Default hereunder unless an
event of default under the Senior Liabilities results in the acceleration
thereof or unless the Corporation, upon the curing, the waiver of or the
cessation of existence of such event of default, does not within a
reasonable delay pay, in accordance with the terms of this Indenture, any
amount due at such time on account of principal of and interest, if any,
on the Notes.                                                                                                                                                                                                                                                                                                                                                                                                                    





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- 30 -



|(4) |  | Trustee May Receive Payments. For greater certainty, this Section 8.4
shall not be construed so as to prevent the Trustee from receiving and
retaining any payments on account of Units which are made (i) in a manner
that is consistent with the terms of this Indenture or of the Units and
(ii) at any time when no event of default, as defined in any Senior
Liabilities or the instrument creating the same and permitting the holders
thereof to accelerate the maturity thereof, has occurred and is continuing
in respect of which notice has been given by or on behalf of the holders
of Senior Liabilities to the Corporation and the Trustee.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 8.5     Authorization of Unitholders to the Trustee to Effect Subordination.

Each Unitholder, by its acceptance thereof, authorizes and directs the
Trustee on his behalf to take such action as may be necessary or appropriate to
effect the subordination provided for in this Article 8 and appoints the
Trustee its attorney-in-fact for any and all such purposes. Furthermore, each
Unitholder, by his acceptance thereof, authorizes and directs the Trustee on
his behalf, at the request of a holder of Senior Liabilities, to execute a
subordination agreement in favour of such holder of Senior Liabilities.

Section 8.6     Knowledge of the Trustee.

Notwithstanding the provisions of this Article 8, the Trustee will not be
charged with knowledge of the existence of any facts that would prohibit the
making of any payment of moneys to or by the Trustee, or the taking of any
other action by the Trustee, unless and until the Trustee has received written
notice thereof from the Corporation, any Unitholder or the holder or
representative of any class of Senior Liabilities.

Section 8.7     Trustee May Hold Senior Liabilities.

The Trustee is entitled to all the rights set forth in this Article 8 with
respect to any Senior Liabilities at the time held by it, to the same extent as
any other holder of
Senior Liabilities, and nothing in this Indenture deprives the Trustee of
any of its rights as such holder.

Section 8.8     Rights of Holders of Senior Liabilities Not Impaired.

No right of any present or future holder of any Senior Liabilities to
enforce the subordination herein will at any time or in any way be prejudiced
or impaired by any act or failure to act on the part of the Corporation or by
any non-compliance by the Corporation with the terms, provisions and covenants
of this Indenture, regardless of any knowledge thereof any such holder may have
or be otherwise charged with.

Section 8.9     Altering the Senior Liabilities.

The holders of the Senior Liabilities have the right to extend, renew,
modify or amend the terms of the Senior Liabilities or any security therefor
and to release, sell or exchange such security and otherwise to deal freely
with the Corporation, all without notice to or consent of the Unitholders and
without affecting the liabilities and obligations of the parties to this
Indenture or the Unitholders.





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- 31 -

ARTICLE 9

COVENANTS OF THE CORPORATION


Section 9.1     General Covenants.



|    |  | The Corporation covenants with the Trustee for the benefit of the Trustee
and the Unitholders as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(1) |  | Maintenance. The Corporation will at all times maintain its corporate
existence, carry on and conduct its business, and that of its material
subsidiaries, in a proper, efficient and business-like manner and keep or
cause to be kept proper books of account in accordance with generally
accepted accounting practice.                                                                                                                                                                                                                                                                                                                                                          
|   
|(2) |  | Reservation of Shares. The Corporation will reserve and keep available
sufficient unissued Class A Shares and Class B Shares to enable it to
satisfy its obligations on the conversion or redemption of the Units.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|(3) |  | Units and Issue of Shares. The Units shall, when countersigned and
registered as herein provided, be valid and enforceable against the
Corporation and, subject to the provisions of the Indenture, the
Corporation will cause the Shares from time to time issued pursuant to the
conversion or redemption of the Units, and the certificates representing
such Shares, to be issued and delivered in accordance with the Units and
the terms hereof and all Shares that are issued on conversion or
redemption of the Units will be fully paid and non-assessable Shares.                                                                                                         
|   
|(4) |  | Open Registers. The Corporation will cause the Trustee to keep open the
registers of Holders and registers of transfers referred to in Section
6.1(1) as required by such Section and will not take any action or omit to
take any action which would have the
effect of preventing the Unitholders from exercising any of the Units or
receiving any of the Shares upon such exercise.                                                                                                                                                                                                                                                                                             
|   
|(5) |  | Further Assurances. The Corporation will do, execute, acknowledge and
deliver or cause to be done, executed, acknowledged and delivered, all
other acts, deeds and assurances as the Trustee may reasonably require for
better accomplishing and affecting the provisions of this Indenture.                                                                                                                                                                                                                                                                                                                                                                                        
|   
|(6) |  | Trustees Remuneration. The Corporation shall pay (and shall be
responsible for the payment thereof) to the Trustee, reasonable
remuneration agreed to in writing for its services hereunder and will
repay to the Trustee, upon delivery of original invoices therefor, the
amount of all reasonable out-of-pocket expenditures that the Trustee
reasonably incurs in the execution of its obligations hereunder with
respect to the Units without duplication of any amounts otherwise claimed
or paid to the Trustee, including reasonable fees and disbursement
reasonably incurred by counsel and all other advisors reasonably retained
by the Trustee in connection herewith.
|   
|(7) |  | Reporting Issuer Status. The Corporation will use its reasonable
commercial efforts to make all requisite filings under applicable Canadian
securities legislation including those necessary to become and remain, a
reporting issuer not in default in each of the                                                                                                                                                                                                                                                                                                                                                                                                                 





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|     |  | provinces of Canada and
those necessary to report the exercise of the right to acquire Shares
pursuant to the conversion of Units.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    
|(8)  |  | Listing. The Corporation will use its reasonable commercial efforts to
obtain and maintain the listing of the Units and the Shares on the TSX.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    
|(9)  |  | Registration Statement. If an exemption is not available under the U.S.
Securities Act in connection with the issuance of Shares resulting from
the conversion of Units pursuant to Article 4, the Corporation shall
prepare and file, as soon as reasonably possible following the date on
which Units are first issued hereunder, a registration statement under the
U.S. Securities Act, will use its reasonable commercial efforts to have
the SEC declare such registration statement effective as soon as possible
thereafter and will use its reasonable commercial efforts to cause such
registration statement to remain effective until the Maturity Date.
|    
|(10) |  | Amendments to Inter-Creditor Agreement. The Corporation shall not amend
or agree to amend Section 2.2 of the Inter-Creditor Agreement without the
prior written consent of the Trustee; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    
|(11) |  | General Performance. The Corporation will perform and carry out all acts
and things to be done by it as provided in this Indenture.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

Section 9.2     To Provide Annual Certificate of Compliance.

The Corporation covenants that on or before January 1st of each fiscal
year following the issuance of Units hereunder and at any other time if
requested by the Trustee, the Corporation will furnish to the Trustee a
Certificate of the Corporation stating that the Corporation has complied with
all covenants, conditions and other requirements contained in this Indenture,
non-compliance with which would, with the giving of notice or the lapse of
time or both, constitute an Event of Default hereunder or, if such is not the
case, specifying the covenant, condition or other requirement which has not
been complied with and giving particulars of such non-compliance and the
action, if any, the Corporation proposes to take with respect thereto.

Section 9.3     The Trustee may Perform Covenants.

If the Corporation shall fail to perform any of its covenants contained
herein, the Trustee may in its discretion, but (subject to Section 10.2) need
not, notify the Unitholders of such failure or may itself perform any of such
covenants capable of being performed by it and, if any such covenant requires
the payment of money, it may make such payment with its own funds, or with
money borrowed by it for such purpose, but shall be under no obligation to do
so; and all sums so paid shall be payable by the Corporation in accordance with
the provisions of Section 9.1(6). No such performance by the Trustee of any
covenant contained herein or payment by the Corporation of any sums advanced or
borrowed by the Trustee pursuant to the foregoing provisions shall be deemed to
relieve the Corporation from any default hereunder.



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ARTICLE 10

DEFAULT AND ENFORCEMENT


Section 10.1     Events of Default.

Each of the following events is hereinafter sometimes referred to as an
Event of Default:



| | (a) |  | if the Corporation makes default in payment of the principal
of any Units when the same becomes due under any provision hereof or
of such Units; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | if a decree or order of a court having jurisdiction in the
premises is entered adjudging the Corporation a bankrupt or
insolvent under the Bankruptcy and Insolvency Act(Canada) or any
other bankruptcy, insolvency or analogous laws, or issuing
sequestration or process of execution against, or against any
substantial part of, the property of the Corporation, or appointing
a receiver of the Corporation or any substantial part of its
property, or ordering the winding-up or liquidation of its affairs
unless the Corporation actively and diligently contests in good
faith such decree or order and has such decree or order stayed on or
before 60 Business Days after the issue of such decree or order by a
court; or                                                                                                                                                                          
|
| | (c) |  | if an order is made or a resolution is passed for the
winding-up or liquidation of the Corporation except in the course of
carrying out or pursuant to a transaction in respect of which the
conditions of Section 12.1 are duly observed and performed or if the
Corporation institutes proceedings to be adjudicated a bankrupt or
insolvent, or consents to the institution of bankruptcy or
insolvency proceedings against it under the Bankruptcy and
Insolvency Act(Canada) or any other bankruptcy, insolvency or
analogous laws, or consents to
the filing of any such petition or to the appointment of a receiver
of the Corporation or any substantial part of its property, or
makes a general assignment for the benefit of creditors, or admits
in writing its inability to pay its debts generally as they become
due or takes corporate action in furtherance of any of the
aforesaid purposes; or
|
| | (d) |  | if the Corporation makes default in observing or performing
any other covenant or condition of this Indenture on its part to be
observed or performed and if such default continues for a period of
30 days after notice in writing has been given to the Corporation by
the Trustee specifying such default and requiring the Corporation to
rectify the same, unless the Trustee (having regard to the subject
matter of the default) shall have agreed to a longer period and, in
such event, for the period agreed to by the Trustee; or                                                                                                                                                                                                                                                                                                                                                                      
|
| | (e) |  | if an encumbrancer takes possession of all or substantially
all of the property of the Corporation, or if any process of
execution is levied or enforced upon or against all or substantially
all of the property of the Corporation and remains unsatisfied for
such period as would permit any such property to be sold thereunder,
unless the Corporation actively and diligently contests in good
faith                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       





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| |  |  | such process, but in that event the Corporation shall, if the
Trustee so requires, give security which, in the discretion of the
Trustee, is sufficient to pay in full the amount thereby claimed in
case the claim is held to be valid.
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 10.2     Notice of Events of Default.



|(1) |  | Notice. If an Event of Default shall occur and is continuing the Trustee
shall, within 30 days after it becomes aware of the occurrence of such
Event of Default, give notice thereof to the Unitholders, provided that,
notwithstanding the foregoing, the Trustee shall not be required to give
such notice if the Trustee in good faith shall have decided that the
withholding of such notice is in the best interests of the Unitholders and
shall have so advised the Corporation in writing.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Default Cured. Where notice of the occurrence of an Event of Default has
been given and the Event of Default is thereafter cured, notice that the
Event of Default is no longer continuing shall be given by the Trustee to
the Unitholders within 15 days after the Trustee becomes aware that the
Event of Default has been cured.                                                                                                                                                               

Section 10.3     Acceleration on Default

If any Event of Default has occurred and is continuing, the Trustee may in
its discretion, and shall upon receipt of a Unitholders Request by notice in
writing to the Corporation declare the principal of and interest on the Notes
then outstanding and any other moneys payable hereunder to be due and payable
and the same shall forthwith become immediately due and payable to the
Trustees, notwithstanding anything contained therein or herein to the contrary.

Section 10.4     Waiver of Default.

If an Event of Default shall have occurred:



| | (a) |  | the Holders of more than 50% of the Units then outstanding
shall have the power (in addition to the powers exercisable by
Extraordinary Resolution as hereinafter provided) by instrument
signed by such Holders to instruct the Trustee to waive any Event of
Default hereunder and the Trustee shall thereupon waive the Event of
Default and/or cancel such declaration upon such terms and
conditions as such Unitholders shall prescribe; and  
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | the Trustee, so long as it has not become bound to institute
any proceedings hereunder, shall have the power to waive any Event
of Default hereunder, if, in the Trustees opinion, the same shall
have been cured or adequate satisfaction made therefor, and in such
event to cancel any such declaration theretofore made by the Trustee
in the exercise of its discretion, upon such terms and conditions as
the Trustee may consider advisable;

provided that no delay or omission of the Trustee or of the Unitholders to
exercise any right or power accruing upon any Event of Default shall impair any
such right or power or shall be construed to be a waiver of any such Event of
Default or acquiescence therein and provided further that no act or omission
either of the Trustee or of the Unitholders shall extend to or be





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taken in any
manner whatsoever to affect any subsequent Event of Default hereunder or the
rights resulting therefrom.

Section 10.5     Enforcement by the Trustee.

If an Event of Default shall have occurred, but subject to Section 10.3
and to the provisions of any Extraordinary Resolution that may be passed by the
Unitholders hereinafter provided:



| | (a) |  | the Trustee may in its discretion proceed to enforce the
rights of the Trustee and of the Unitholders by any action, suit,
remedy or proceeding authorized or permitted by this Indenture or by
law or equity; and may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the
claims of the Trustee and of the Unitholders filed in any
bankruptcy, insolvency, winding-up or other judicial proceedings
relating to the Corporation;
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | no such remedy for the enforcement of the rights of the
Trustee or the Unitholders shall be exclusive of or dependent on any
other such remedy but any one or more of such remedies may from time
to time be exercised independently or in combination;                                                                                                                                                                                                                                     
|
| | (c) |  | all rights of action hereunder may be enforced by the Trustee
without the possession of any of the Units or the production thereof
at the trial or other proceedings relating thereto; and                                                                                                                                                                                                                                                                                                  
|
| | (d) |  | upon receipt of a Unitholders Request and upon receiving
sufficient funds and being indemnified to its satisfaction as
provided in Section 15.7(2), the Trustee shall exercise or take such
one or more of such remedies as the Unitholders Request may direct,
provided that if any such Unitholders Request
directs the Trustee to take proceedings out of court the Trustee
may in its discretion take judicial proceedings in lieu thereof.                                          

Section 10.6     Unitholders May Not Sue.



|(1) |  | Right of Action. No Unitholders shall have the right to institute any
action, suit or proceeding or to exercise any other remedy authorized or
permitted by this Indenture or by law or by equity for the purpose of
enforcing payment of principal or interest owing on any Notes comprised in
the Units or for the execution of any trust or power hereunder, unless:
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | such Holder shall previously have given to the Trustee
written notice of the occurrence of an Event of Default;                                                                                                                                                                                                               
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | the Unitholders, by Extraordinary Resolution, shall have made
a request to the Trustee to take action hereunder or the
Unitholders Request referred to in Section 10.5(d) shall have been
delivered to the Trustee, and the Trustee shall have been offered a
reasonable opportunity either itself to proceed to exercise the





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| |     |  | powers hereinbefore granted or to institute an action, suit or
proceeding in its name for such purpose;                                                                     
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (c) |  | the Unitholders or any of them shall have furnished to the
Trustee, when requested by the Trustee, sufficient funds and an
indemnity in accordance with Section 15.7(2); and
|
| | (d) |  | the Trustee shall have failed to act within a reasonable time
thereafter.                                                                                                   



|(2) |  | Remedies and Proceedings. In such event but not otherwise any
Unitholder, acting on behalf of himself and all other Unitholders, shall
be entitled to take proceedings in any court of competent jurisdiction
such as the Trustee might have taken under Section 10.5, but in no event
shall any Unitholder or combination of Unitholders have any right to take
any other remedy or proceedings; it being understood and intended that no
one or more Unitholders shall have any right in any manner whatsoever to
enforce any right hereunder or under any Units except subject to the
conditions and in the manner herein provided, and that all powers and
trusts hereunder shall be exercised and all proceedings at law shall be
instituted, had and maintained by the Trustee, except only as herein
provided, and in any event for the equal benefit of all Holders of
outstanding Units.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 10.7     Application of Moneys.

Except as otherwise provided herein, any moneys arising from any
enforcement hereof, whether by the Trustee or any Unitholders, shall be held by
the Trustee and applied by it, together with any moneys then or thereafter in
the hands of the Trustee available for the purpose, as follows:



| | (a) |  | first, in payment or reimbursement to the Trustee of the
remuneration, expenses, disbursements and advances of the Trustee
earned, incurred or made in the
administration or execution of the trusts hereunder or otherwise in
relation to this Indenture with interest thereon as herein
provided;                                                                                                                                                                                                                                                                       
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | second, in or towards payment of the then current Redemption
Consideration of the Units then outstanding and thereafter in or
towards payment of the interest on overdue amount on such Units (or
if the Unitholders, by instrument signed by more than 50% of the
Unitholders or by Extraordinary Resolution passed at a meeting of
Unitholders, shall have directed payments to be made in accordance
with any other order of priority, or without priority as between
principal and interest, then such moneys shall be applied in
accordance with such direction); and
|
| | (c) |  | third, the surplus (if any) of such moneys shall be paid to
the Corporation or as it may direct;                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

provided, however, that no payments shall be made in respect of the Redemption
Consideration on any Units held by or for the benefit of the Corporation (other
than any Units pledged for value and in good faith to a Person other than the
Corporation, but only to the





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extent of such Persons interest therein) except
subject to the prior payment in full of the Redemption Consideration on all
Units which are not so held.

Section 10.8     Distribution of Moneys.

Payments to Unitholders pursuant to Section 10.7(b) shall be made as
follows:



| | (a) |  | at least 10 days prior written notice of every such payment
shall be given in the manner provided in Article 14 specifying the
date and time when and the place or places where such payments are
to be made and the amount of the payment and the application thereof
as between principal and interest;                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | payment on any Units shall be made upon presentation of the
Unit Certificates evidencing such Units at any one of the places

specified in such notice and any Unit Certificates evidencing such
Units thereby paid in full shall be surrendered, otherwise a
notation of such payment shall be endorsed thereon; but the Trustee
may in its discretion dispense with presentation and surrender or
endorsement in any special case upon receipt by it of such indemnity
as it shall consider sufficient;                                                                                                                                                                                                                                            
|
| | (c) |  | from and after the date of payment specified in the notice,
the Redemption Price shall be adjusted pursuant to Section 3.1(3)
for the interest accruing only on the amount owing on each Note
after giving credit for the amount of the payment specified in such
notice, unless payment of such amount is not made; and                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (d) |  | the Trustee shall not be required to make any partial or
interim payment to Unitholders unless the moneys in its hands, after
reserving therefrom such
amount as the Trustee may think necessary to provide for the
payments mentioned in Section 10.7(a), exceed 5% of the aggregate
Principal Amount of the Notes comprised in outstanding Units, but
it may retain the moneys so received by it and deal with the same
as provided in Article 15 until the money or investments
representing the same, with the income derived therefrom, together
with any other moneys for the time being under its control shall be
sufficient for such purpose or until it shall consider it advisable
to apply the same in the manner hereinbefore set forth.

Section 10.9     Persons Dealing with the Trustee.

No Person dealing with the Trustee or any of its agents shall be concerned
to enquire whether an Event of Default has occurred, or whether the powers
which the Trustee is purporting to exercise have become exercisable, or whether
any moneys remain due under this Indenture or on the Units, or to see to the
application of any moneys paid to the Trustee; and in the absence of fraud on
the part of such Person, such dealing shall be deemed to be within the powers
hereby conferred and to be valid and effective accordingly.





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Section 10.10     Trustees Appointed Attorney.

The Corporation irrevocably appoints the Trustee to be the attorney of the
Corporation in the name and on behalf of the Corporation to execute any
instruments and do any things which the Corporation ought to execute and do,
and has not executed or done, under the covenants and provisions contained in
this Indenture and generally to use the name of the Corporation in the exercise
of all or any of the powers hereby conferred on the Trustee with full powers of
substitution and revocation.

Section 10.11     Remedies Cumulative.

No remedy herein conferred upon or reserved to the Trustee or the
Unitholders is intended to be exclusive of any other remedy, but each and every
such remedy shall be cumulative and shall be in addition to every other remedy
given hereunder or now or hereafter existing by law or by statute.

Section 10.12     Immunity of Shareholders, Directors and Others.

The Unitholders and the Trustee waive and release any right, cause of
action or remedy now or hereafter existing in any jurisdiction against any
past, present or future incorporator, shareholder, director of officer of the
Corporation or of any Successor Corporation for the payment of the principal of
or interest on any of the Notes or on any covenant, agreement, representations
or warranty by the Corporation contained herein or in the Notes.

Section 10.13     Judgment Against the Corporation.

In the case of any judicial or other proceedings to obtain judgment for
the principal of or interest on the Notes, judgment may be rendered against the
Corporation in favour of the Unitholders or in favour of the Trustee, as
Trustee for the Unitholders, for any amount which may remain due in respect of
the Notes.

ARTICLE 11

SATISFACTION AND DISCHARGE


Section 11.1     Cancellation and Destruction.

All Unit Certificates representing Units shall forthwith after payment
thereof be delivered to the Trustee and cancelled by it. Subject to trust
industry practice, all Unit Certificates representing Units which are cancelled
or required to be cancelled under this or any other provision of this Indenture
shall be destroyed by the Trustee and, if required by the Corporation, the
Trustee shall furnish to it a destruction certificate setting out the
designating numbers and denominations of the Unit Certificates so destroyed.

Section 11.2     Non-Presentation of Units.

If the Holder of any Units shall fail to present its Unit Certificate(s)
for redemption or conversion or shall not accept payment on account thereof and
give such receipt therefor (if any) as the Trustee may require:





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| | (a) |  | the Corporation shall be entitled to deliver to the Trustee
and direct it to set aside; or                                                                                           
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | in respect of moneys in the hands of the Trustee which may or
should be applied to the payment of the Units, the Corporation shall
be entitled to direct the Trustee to set aside; or
|
| | (c) |  | if the redemption was pursuant to notice given by the
Trustee, the Trustee may itself set aside;                                                                                     

the sums, Class A Shares or Class B Shares, as the case may be, in trust to be
remitted to the Unitholders upon due presentation and surrender of the Unit
Certificates in accordance with the provisions of this Indenture; and thereupon
such sums, Class A Shares or Class B Shares shall be deemed to have been paid
and thereafter such Units shall not be considered as outstanding hereunder and
the Holders thereof shall thereafter have no right in respect thereof except
that of receiving the sums or shares so set aside by the Trustee without
interest thereon (without interest thereon) upon due presentation and surrender
of the Units, subject always to the provisions of Section 11.3. Any moneys so
set aside may, and, if remaining unclaimed for 60 days shall, be invested by
the Trustee in accordance with Article 15.

Section 11.3     Repayment of Unclaimed Moneys.

Subject to any applicable law with respect to the deposit of unclaimed
moneys with any public authority and to any applicable law of prescription or
statute limitation, any moneys set aside under Section 11.2 and not claimed by
and paid to Unitholders as provided in Section 11.2 within six years after the
date of such setting aside shall be repaid to the Corporation by the Trustee on
demand and thereupon the Trustee shall be released from all further liability
with respect to such moneys and thereafter the Unitholders in respect of
which such moneys were so repaid to the Corporation shall have no rights
in respect thereof except to obtain payment of the moneys due thereon from the
Corporation.

Section 11.4     Discharge.

Upon proof being given to the reasonable satisfaction of the Trustee that
all the Notes comprised in Units have been paid or satisfied or that, all the
outstanding Units having matured or having been duly called for redemption or
the Trustee having been given irrevocable instructions by the Corporation to
give within 90 days notice of redemption of all the outstanding Units, such
payment or redemption has been duly provided for by payment to the Trustee or
otherwise, and upon payment of all costs, charges and expenses properly
incurred by the Trustee in relation to this Indenture and all interest thereon
and the remuneration of the Trustee, or upon provision satisfactory to the
Trustee being made therefor, the Trustee shall, at the request and at the
expense of the Corporation, execute and deliver to the Corporation such deeds
or other instruments as shall be necessary to evidence the satisfaction and
discharge of this Indenture and to release the Corporation from its covenants
contained herein except those relating to the indemnification of the Trustee.





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ARTICLE 12

SUCCESSOR CORPORATION


Section 12.1     Certain Requirements in Respect of Merger, etc.

The Corporation shall not enter into any transaction, whether by way of
amalgamation (except a short-form amalgamation with one or more of its
wholly-owned subsidiaries pursuant to the Canada Business Corporations Act)
merger, arrangement reconstruction, reorganization, consolidation, transfer,
sale, lease or otherwise whereby all or substantially all of its undertaking,
property and assets would become the property of any other Person or, in the
case of any such amalgamation, of the continuing corporation resulting
therefrom, unless, but may do so if:



| | (a) |  | such other Person or continuing corporation is a corporation
(the Successor Corporation) incorporated under the laws of Canada
or any province thereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | the Successor Corporation shall perform such acts and
execute, prior to or contemporaneously with the completion of such
transaction, such indenture supplemental hereto and other
instruments (if any) as in the opinion of Counsel are necessary or
advisable to evidence the assumption by the Successor Corporation of
the liability for the due and punctual payment of all the Notes and
the interest thereon and all other moneys payable hereunder and the
covenant of such Successor Corporation to pay the same and its
agreement to observe and perform all the covenants and obligations
of the Corporation under this Indenture;
|
| | (c) |  | the Units will be valid and binding obligations of the
Successor Corporation entitling the Holders, as against the
Successor Corporation, to all of the rights they have under this
Indenture; and                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| | (d) |  | no condition or event shall exist in respect of the
Corporation or the Successor Corporation, either at the time of such
transaction or immediately thereafter after giving full effect
thereto, which constitutes or would, after the giving of notice or
the lapse of time or both, constitute an Event of Default hereunder.                                                                                                                                                                                                                                                                                                              

Section 12.2     Vesting of Powers in Successor.

Whenever the conditions of Section 12.1 have been duly observed and
performed, the Trustee shall execute and deliver the supplemental indenture
provided for in Article 16 and thereupon:



| | (a) |  | the Successor Corporation shall possess and from time to time
may exercise each and every right and power of the Corporation under
this Indenture in the name of the Corporation or otherwise, and any
act or proceeding by any provision of this Indenture required to be
done or performed by any Directors or officers of the Corporation
may be done and performed with like force and effect by the like
directors or officers of such Successor Corporation; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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| | (b) |  | the Corporation shall be released and discharged from
liability under this Indenture and the Trustee may execute any
documents which it may be advised are necessary or advisable for
effecting or evidencing such release and discharge.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ARTICLE 13

MEETINGS OF UNITHOLDERS


Section 13.1     Right to Convene Meetings.

The Trustee may at any time and from time to time and shall, upon receipt
of a written request of the Corporation or a Unitholders Request and of
sufficient funds and upon being indemnified to its reasonable satisfaction by
the Corporation or by the Unitholders signing such Unitholders Request against
the costs which may be incurred in connection with the calling and holding of
such meeting, convene a meeting of the Unitholders. If the Trustee fails
within 30 days after receipt of such written request or Unitholders Request
and such indemnity to give notice convening a meeting, the Corporation or such
Unitholders, as the case may be, may convene such meeting. Every such meeting
shall be held in the city of Montreal or at such other place as may be approved
or determined by the Trustee.

Section 13.2     Notice of Meetings.

Subject to Section 13.12, not more than 60 and not less than 30 days
notice of any meeting shall be given to the Unitholders and a copy thereof
shall be sent by mail to the Trustee unless the meeting has been called by it
and to the Corporation unless the meeting has been called by it. Such notice
shall state the time when and the place where the meeting is to be held and
shall state briefly the general nature of the business to be transacted
thereat, but it shall not be necessary for any such notice to set out the terms
of any resolution to be proposed at the meeting or any of the provisions of
this Article 13.

Section 13.3     Chairman.

An individual, who need not be a Unitholders, nominated in writing by the
Trustee shall be chairman of the meeting and if no individual is so nominated
or if the individual so nominated is unable or unwilling to act or if the
individual so nominated is not present within 15 minutes from the time fixed
for the holding of the meeting, the Unitholders present in person or by proxy
shall choose an individual present to be chairman.

Section 13.4     Quorum.

At any meeting of the Unitholders other than a meeting convened for the
purpose of considering a resolution proposed to be passed as an Extraordinary
Resolution, as to which the provisions of Section 13.12 shall be applicable, a
quorum shall consist of Unitholders present in person or by proxy and holding
Units representing at least 50% in Principal Amount of Notes included in
outstanding Units. If a quorum of the Unitholders shall not be present within
30 minutes from the time fixed for holding any such meeting, the meeting, if
convened by the Unitholders or pursuant to a Unitholderss Request, shall be
dissolved; but in any other case the meeting shall be adjourned to the same day
in the next week (unless such day is not a Business Day, in which case it shall
be adjourned to the next following Business Day) at the same time





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- 42 -

and place.
At the adjourned meeting ,the Unitholders present in person or by proxy shall
form a quorum and may transact the business for which the meeting was
originally convened notwithstanding that they may not represent Units including
50% of the Principal Amount of Notes included in all outstanding Units.

Section 13.5     Power to Adjourn.

The chairman of any meeting at which a quorum of the Unitholders is
present may, with the consent of the Holders of Unit representing a majority in
Principal Amount of the Notes included in Units represented thereat, adjourn
any such meeting and no notice of such adjournment need be given except such
notice, if any, as the meeting may prescribe.

Section 13.6     Show of Hands.

Every question submitted to a meeting shall be decided in the first place
by a majority of the votes given on a show of hands except that votes on
Extraordinary Resolutions shall be given in the manner hereinafter provided.
At such meeting unless a poll is duly demanded as herein provided, a
declaration by the chairman that a resolution has been carried or carried
unanimously or by a particular majority or lost or not carried by a particular
majority shall be conclusive evidence of the fact.

Section 13.7     Poll.

On every Extraordinary Resolution, and on any other question submitted to
a meeting, when demanded by the chairman or by one or more Unitholders and/or
proxies for Unitholders holding at least 5% of the Principal Amount of the
Notes included in the Units represented thereat, a poll shall be taken in such
manner as the chairman shall direct. Questions other than Extraordinary
Resolutions shall, if a poll is taken, be decided by the votes
of the Holders of a majority in Principal Amount of the Notes included in
the Units represented at the meeting and voted on the poll.

Section 13.8     Voting.

On a show of hands, every Person who is present and entitled to vote,
whether as a Unitholder or as proxy, shall have one vote. On a poll each
Unitholder present in person or represented by a duly appointed proxy shall be
entitled to one vote in respect of each $100.00 Principal Amount of Notes
included in Units of which he shall then be the Holder. A proxy need not be a
Unitholders. In the case of joint registered Unitholders, any one of them
present in person or by proxy at the meeting may vote in the absence of the
other or others; but in case more than one of them are present in person or by
proxy, they shall vote together in respect of the Notes of which they are joint
registered Holders.

Section 13.9     Regulations.



|(1) |  | Power to Make Regulations. The Trustee or the Corporation, with the
approval of the Trustee, may from time to time make and from time to time
vary such regulations as it shall from time to time think fit providing
for:
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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- 43 -



| | (a) |  | voting by proxy and the form of the instrument appointing a
proxy (which shall be in writing) and the manner in which the same
shall be executed and for the production of the authority of any
Person signing on behalf of a Unitholder;                                                                                                                                                                                                                                                
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | the deposit of instruments appointing proxies at such place
as the Trustee, the Corporation or the Unitholders convening a
particular meeting, as the case may be, may in the notice convening
the meeting direct and the time, if any, before the holding of the
meeting or any adjournment thereof by which the same shall be
deposited; and                                                                                                                                           
|
| | (c) |  | the deposit of instruments appointing proxies at some
approved place or places other than the place at which a particular
meeting is to be held and enabling particulars of instruments
appointing proxies to be mailed, cabled, telegraphed, telecopied or
sent by telex before the meeting to the Corporation or to the
Trustee at the place where the same is to be held and for the voting
of proxies so deposited as though the instruments themselves were
produced at the meeting.



|(2) |  | Regulations Binding. Any regulations so made shall be binding and
effective and the votes given in accordance therewith shall be valid and
shall be counted. Save as such regulations may provide, the only Persons
who shall be recognized at any meeting as the Holders of any Notes, or as
entitled to vote or be present at the meeting in respect thereof, shall be
Unitholders and persons whom Unitholders have duly appointed as their
proxies.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 13.10     Corporation and Trustee May Be Represented.

The Corporation and the Trustee, by their respective officers and
directors, and the legal advisers of the Corporation and the Trustee may attend
any meeting of the Unitholders, but shall have no vote as such.

Section 13.11     Powers Exercisable by Extraordinary Resolution.

In addition to the powers conferred upon them by any other provisions of
this Indenture or by law, a meeting of the Unitholders shall have the following
powers exercisable from time to time by Extraordinary Resolution:



| | (a) |  | power to approve any change whatsoever in any of the
provisions of this Indenture or the Units and any modification,
abrogation, alteration, compromise or arrangement of the rights of
the Unitholders and/or the Trustee against the Corporation or
against its undertaking, property and assets or any part thereof,
whether such rights arise under this Indenture or the Notes or
otherwise;                                                       
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | power to approve any scheme for the reconstruction or
reorganization of the Corporation or for the consolidation,
amalgamation or merger of the Corporation with any other corporation
or for the selling or leasing of the undertaking, property and
assets of the Corporation or any part thereof, provided that no such
approval shall be necessary in respect of any such transaction if
the provisions of Article 12 shall have been complied with;





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- 44 -



| | (c) |  | power to direct or authorize the Trustee to exercise any
power, right, remedy or authority given to it by this Indenture or
the Units in any manner specified in such Extraordinary Resolution
or to refrain from exercising any such power, right, remedy or
authority;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (d) |  | power to waive and direct the Trustee to waive any default or
Event of Default hereunder and/or cancel any declaration made by the
Trustee pursuant to Section 10.3 either unconditionally or upon any
conditions specified in such Extraordinary Resolution;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (e) |  | power to restrain any Unitholder from taking or instituting
any suit, action or proceeding for the purpose of enforcing payment
of the principal or interest of any Notes, or for the execution of
any trust or power hereunder;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (f) |  | power to direct any Unitholder who, as such, has brought any
action, suit or proceeding to stay or discontinue or otherwise deal
with the same in the manner directed by such Extraordinary
Resolution upon payment, if the taking of such action, suit or
proceeding shall have been permitted by Section 10.6, of the costs,
charges and expenses reasonably and properly incurred by such
Unitholder in connection therewith;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (g) |  | power to appoint a committee to consult with the Trustee (and
to remove any committee so appointed) and to delegate to such
committee (subject to such
limitations, if any, as may be prescribed in such Extraordinary
Resolution) all or any of the powers which the Unitholders may
exercise by Extraordinary Resolution under this Section 13.11; the
Extraordinary Resolution making such appointment may provide for
payment of the expenses and disbursements of and compensation to
such committee; such committee shall consist of such number of
individuals (who need not be Unitholders) as shall be prescribed in
the Extraordinary Resolution appointing it; subject to the
Extraordinary Resolution appointing it, every such committee may
elect its chairman and may make regulations respecting its quorum,
the calling of its meetings, the filling of vacancies occurring in
its number, the manner in which it may act and its procedure
generally and such regulations may provide that the committee may
act at a meeting at which a quorum is present or may act by
resolution signed in one or more counterparts by a majority of the
members thereof or the number of members thereof necessary to
constitute a quorum, whichever is the greater; all acts of any such
committee within the authority delegated to it shall be binding
upon all Unitholders;
|
| | (h) |  | power to agree to any compromise or arrangement with any
creditor or creditors or any class or classes of creditors, whether
secured or otherwise, and with holders of any shares or other
securities of the Corporation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (i) |  | power to authorize the distribution in specieof any shares,
bonds, Notes or other securities or obligations and/or cash or other
consideration received or the use or disposition of the whole or any
part of such shares, bonds, Notes or other securities or obligations
and/or cash or other consideration in such manner and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     





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- 45 -



| |     |  | for such
purpose as may be considered advisable and specified in such
Extraordinary Resolution;                                                                                                   
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (j) |  | power to approve the exchange of the Notes for or the
conversion thereof into shares, bonds, Notes or other securities or
obligations of the Corporation or of any company formed or to be
formed;
|
| | (k) |  | power to remove the Trustee from office and to appoint a new
Trustee or Trustee; and                                                                                                              
|
| | (l) |  | power to amend, alter or repeal any Extraordinary Resolution
previously passed or approved by the Unitholders or by any committee
appointed pursuant to Section 13.11(g).                         

Section 13.12     Meaning of Extraordinary Resolution.



|(1) |  | Meaning. The expression Extraordinary Resolutionwhen used in this
Indenture means, subject as hereinafter provided in this Article 13, a
resolution proposed to be passed as an Extraordinary Resolution at a
meeting of Unitholders duly convened for the purpose and held in
accordance with the provisions of this Article 13 at which the Holders of
more than 50% of the principal amount of the Notes then outstanding are
present in person or by proxy and passed by the
favourable votes of the Holders of not less than 66 2/3% of the principal
amount of Notes represented at the meeting and voted on a poll upon such
resolution.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Quorum. If at any such meeting the holders of more than 50% of the
principal amount of the Notes then outstanding are not present in person
or by proxy within 30 minutes after the time appointed for the meeting,
then the meeting, if convened by the Unitholders or pursuant to a
Unitholders Request, shall be dissolved; but in any other case it shall
be adjourned to such date, being not less than 21 nor more than 60 days
later, and to such place and time as may be appointed by the chairman.                                                                                                                                    
|   
|(3) |  | Notice. Not less than 10 days notice shall be given of the time and
place of such adjourned meeting in the manner provided in Article 14.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|(4) |  | Form of Notice. The notice shall state that at the adjourned meeting the
Unitholders present in person or by proxy shall form a quorum, but it
shall not be necessary to set forth the purposes for which the meeting was
originally called or any other particulars.                                                                                                                                                                                                                                                                                                                                                                            
|   
|(5) |  | Quorum at Adjourned Meeting. At the adjourned meeting the Unitholders
present in person or by proxy shall form a quorum and may transact the
business for which the meeting was originally convened and a resolution
proposed at such adjourned meeting and passed in accordance with Section
13.12(1) shall be an Extraordinary Resolution within the meaning of this
Indenture, notwithstanding that the Holders of more than 50% of the
principal amount of the Notes then outstanding are not present in person
or by proxy at such adjourned meeting.                                                                                       





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- 46 -



|(6) |  | Poll. Votes on an Extraordinary Resolution shall always be given on a
poll and no demand for a poll on an Extraordinary Resolution shall be
necessary.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------

Section 13.13     Powers Cumulative.

It is hereby declared and agreed that any one or more of the powers and/or
any combination of the powers in this Indenture stated to be exercisable by the
Unitholders by Extraordinary Resolution or otherwise may be exercised from time
to time and the exercise of any one or more of such powers or any combination
of powers from time to time shall not be deemed to exhaust the right of the
Unitholders to exercise the same or any other such power or powers or
combination of powers thereafter from time to time.

Section 13.14     Minutes.

Minutes of all resolutions and proceedings at every meeting of Unitholders
shall be made and duly entered in books to be provided for that purpose by the
Trustee at the expense of the Corporation, and any such minutes, if signed by
the chairman of the meeting at which such resolutions were passed or
proceedings had, or by the chairman of the next succeeding meeting of the
Unitholders, shall be prima facieevidence of the matters therein stated and,
until the contrary is proved, every such meeting, in respect of the proceedings
of which minutes shall have been made, shall be deemed to have been duly held
and convened, and all resolutions passed or proceedings had thereat, to have
been duly passed and had.

Section 13.15     Signed Instruments.

Any action which may be taken and any power which may be exercised by the
Unitholders at a meeting held as hereinbefore in this Article provided may also
be taken and exercised by the Holders of more than 66 2/3% of the principal
amount of the outstanding Notes by a signed instrument and the expression
Extraordinary Resolutionwhen used in this Indenture shall include an
instrument so signed. Notice of any Extraordinary Resolution passed in
accordance with this Section 13.15 shall be given by the Trustee to the
Unitholders affected thereby within 30 days of the date on which such
Extraordinary Resolution was passed.

Section 13.16     Binding Effect of Resolutions.

Every resolution and every Extraordinary Resolution passed in accordance
with the provisions of this Article 13 at a meeting of Unitholders shall be
binding upon all the Unitholders, whether present at or absent from such
meeting, and every instrument signed by Unitholders in accordance with Section
13.15 shall be binding upon all the Unitholders, whether signatories thereto or
not, and each and every Unitholder and the Trustee (subject to the provisions
for its indemnity herein contained) shall be bound to give effect to every such
resolution, Extraordinary Resolution and instrument.

Section 13.17     Evidence of Rights of Unitholders.



|(1) |  | Proof. Any request, direction, notice, consent or other instrument which
this Indenture may require or permit to be signed or executed by the
Unitholders may be in any number of concurrent instruments of similar
tenor and may be signed or executed by
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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- 47 -



|    |  | such Unitholders in person or by
attorney duly appointed in writing. Proof of the execution of any such
request, direction, notice, consent or other instrument or of a writing
appointing any such attorney shall be sufficient for any purpose of this
Indenture if made in the following manner, namely, the fact and date of
the execution by any Person of such request, direction, notice, consent or
other instrument or writing may be proved by the certificate of any
commissioner for oaths, or other officer authorized to take
acknowledgements of deeds to be recorded at the place where such
certificate is made, that the Person signing such request, direction,
notice, consent or other instrument or writing acknowledged to him the
execution thereof, or by an affidavit of a witness of such execution or in
any other manner which the Trustee may consider adequate.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Further Proof. The Trustee may nevertheless, in its discretion, require
further proof in cases where it considers further proof necessary or
desirable or may accept such other proof as it shall consider proper.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

ARTICLE 14

NOTICES


Section 14.1     Notice to the Corporation and Trustee.



|(1) |  | Notice. Subject to the terms and provisions of this Indenture, any
notice, direction or other communication hereunder shall be in writing and
shall be given by delivery or by facsimile transmission (if receipt of
such transmission is confirmed):
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | if to the Corporation at:
| | --- |  | -------------------------

| |  |                                          
| |  | -----------------------------------------
| |  | Microcell Telecommunications Inc.        
| |  | 800 de La Gauchetière Street West        
| |  | Suite 4000                               
| |  | Montreal, Quebec                         
| |  | H5A 1K3                                  
| |  |                                          
| |  | Attention:  Vice President, Legal Affairs
| |  | Facsimile:   (514) 846-6928              



| | (b) |  | if to the Trustee at:
| | --- |  | ---------------------

| |  |                                       
| |  | --------------------------------------
| |  | Computershare Trust Company of Canada 
| |  | 1500 University Street                
| |  | Suite 700                             
| |  | Montreal, Quebec                      
| |  | H3A 3S8                               
| |  |                                       
| |  | Attention:    Manager, Corporate Trust
| |  | Telecopier:   (514) 982-7677          





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- 48 -

Any such notice shall be deemed to have been given if delivered by courier
during normal business hours of the recipient on a Business Day, on the day
following the date of delivery and if sent by facsimile transmission, on the
Business Day so sent provided that any delivery made or sent by facsimile after
4:00 p.m. (Montreal time) on a Business Day, shall be deemed to be received on
the next following Business Day.



|(2) |  | Change of Address. The Corporation or the Trustee, as the case may be,
may from time to time notify the other in the manner provided in Section
14.1(1) hereof of a change of address which, from the effective date of
such notice and until changed by like notice, shall be the address of the
Corporation or the Trustee, as the case may be, for all purposes of this
Indenture.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 14.2     Notice to Unitholders.



|(1) |  | Notice. Unless otherwise expressly provided herein, a notice to be given
hereunder to Unitholders will be deemed to be validly given if the notice
is sent by ordinary surface or air mail, postage prepaid, addressed to the
Unitholders or delivered (or so mailed to
certain Unitholders and so delivered to the other Unitholders) at their
respective addresses appearing on any of the registers of Holders,
provided, however, that if, by reason of a strike, lockout or other work
stoppage, actual or threatened, involving Canadian postal employees, the
notice could reasonably be considered unlikely to reach or likely to be
delayed in reaching its destination, the notice will be valid and
effective only if it is so delivered or is given by publication twice in
the Report on Business Section in the national edition of The Globe and
Mail newspaper or any other newspaper published in Toronto and Montreal.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Date of Notice. A notice so given by mail or so delivered will be deemed
to have been given on the first Business Day after it has been mailed or
on the day on which it has been delivered, as the case may be, and a
notice so given by publication will be deemed to have been given on the
day on which it has been published as required. In determining under any
provision hereof the date when notice of a meeting or other event must be
given, the date of giving notice will be included and the date of the
meeting or other event will be excluded. Accidental error or omission in
giving notice or accidental failure to mail notice to any Unitholder will
not invalidate any action or proceeding founded thereon.                                                                                                                                                                                                     

ARTICLE 15

CONCERNING THE TRUSTEE


Section 15.1     Trust Indenture Legislation.

If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with a mandatory requirement of any applicable
legislation, including any provision of the TIA (the Indenture Legislation),
the mandatory requirement shall prevail. The Corporation and the Trustee each
shall at all times in relation to this Indenture and any action to be taken
hereunder observe and comply with and be entitled to the benefits of any
applicable legislation including any provision of the TIA.





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- 49 -

Section 15.2     Rights and Duties of Trustee.



|(1) |  | Duty of Trustee. In the exercise of the rights and duties prescribed or
conferred by the terms of this Indenture, the Trustee shall act honestly
and in good faith with a view to the best interests of the Unitholders,
and shall exercise that degree of care, diligence and skill that
reasonably prudent Trustee would exercise in comparable circumstances.
The Trustee shall not be bound to give any notice or do or take any act,
action or proceeding by virtue of the powers conferred on it hereby unless
and until it shall have been required so to do under the terms hereof; nor
shall the Trustee be required to take notice of any default hereunder,
unless and until notified in writing of such default, which notice shall
distinctly specify the default desired to be brought to the attention of
the Trustee and in the absence of any such notice the Trustee may for all
purposes of this Indenture conclusively assume that no default has been
made in the observance or performance of any of the representations,
warranties, covenants, agreements or conditions contained herein. Any
such notice shall in no way limit any discretion herein given to the
Trustee to determine whether or not the Trustee shall take action with
respect to any default.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | No Relief From Liability. No provision of this Indenture shall be
construed to relieve the Trustee from liability for its own negligent act,
negligent failure to act, wilful misconduct or bad faith.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|(3) |  | Actions. The obligation of the Trustee to commence or continue any act,
action or proceeding in connection herewith, including without limitation,
for the purpose of enforcing any right of the Trustee or the Unitholders
hereunder is on the conditions that the Trustee shall have received a
Unitholders Request specifying the act, action or proceeding which the
Trustee is requested to take and, when required by notice to the
Unitholders by the Trustee, the Trustee is furnished by one or more
Unitholders with sufficient funds to commence or continue such act, action
or proceeding and an indemnity reasonably satisfactory to the Trustee to
protect and hold it harmless against the costs, charges, expenses and
liabilities to be incurred thereby and any loss and damage it may suffer
by reason thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|(4) |  | Funding. No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties or in the exercise of any of its rights
or powers unless it is so indemnified.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|(5) |  | Deposit of Units. The Trustee may, before commencing or at any time
during the continuance of any such act, action or proceeding, require the
Unitholders at whose instance it is taking such act, action or proceeding
to deposit with the Trustee the Unit Certificates held by them, for which
certificates the Trustee shall issue receipts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|(6) |  | Restriction. Every provision of this Indenture that relieves the Trustee
of liability or entitles it to rely on any evidence submitted to it is
subject to the provisions of Applicable Legislation, of this Section and
of Section 15.3 hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         





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- 50 -

Section 15.3     Evidence, Experts and Advisers.



|(1) |  | Evidence. In addition to the reports, certificates, opinions and other
evidence required by this Indenture, the Corporation shall furnish to the
Trustee such additional evidence of compliance with any provision hereof,
and in such form, as is prescribed by Applicable Legislation or as the
Trustee reasonably requires by written notice to the Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Reliance by Trustee. In the exercise of any right or duty hereunder the
Trustee, if it is acting in good faith, may act and rely, as to the truth
of any statement or the accuracy of any opinion expressed therein, on any
statutory declaration, opinion, report, certificate or other evidence
furnished to the Trustee pursuant to a provision hereof or of Applicable
Legislation or pursuant to a request of the Trustee, if such evidence
complies with Applicable Legislation and the Trustee examines such
evidence and determines that it complies with the applicable requirements
of this Indenture.                                                                                                                                                                                                                                                                                                                                                                                 
|   
|(3) |  | Statutory Declaration. Whenever Applicable Legislation requires that
evidence referred to in Section 15.3(1) hereof be in the form of a
statutory declaration, the Trustee may accept such statutory declaration
in lieu of a
Certificate of the Corporation required by any provision hereof. Any
such statutory declaration may be made by any one or more of the
Chairperson, President, Vice-President, Finance or Secretary of the
Corporation or by any other officer(s) or director(s) of the Corporation
to whom such authority is delegated by the directors from time to time.
In addition, the Trustee may act and rely and shall be protected in
acting and relying upon any resolution, certificate, direction,
instruction, statement, instrument, opinion, report, notice, request,
consent, order, letter, telegram, cablegram or other paper or document
believed by it to be genuine and to have been signed, sent or presented
by or on behalf of the proper party or parties.
|   
|(4) |  | Proof of Execution. Proof of the execution of any document or instrument
in writing, including a Unitholders Request, by a Unitholder may be made
by the certificate of a notary public, or other officer with similar
powers, that the person signing such instrument acknowledged to him the
execution thereof, or by an affidavit of a witness to such execution, or
in any other manner that the Trustee considers adequate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|(5) |  | Experts. The Trustee may employ or retain such counsel, accountants,
engineers, appraisers, or other experts or advisers as it reasonably
requires for the purpose of determining and discharging its rights and
duties hereunder and may pay the reasonable remuneration and disbursements
for all services so performed by any of them, without taxation of costs of
any counsel, and shall not be responsible for any misconduct or negligence
on the part of any of them who has been selected with due care by the
Trustee. The Trustee may act and rely and shall be protected in acting
and relying in good faith on the opinion or advice of or information
obtained from any counsel, accountant or other expert or advisor, whether
retained or employed by the Corporation or by the Trustee, in relation to
any matter arising in the administration of the trusts hereof.                                                                                                           
|   
|(6) |  | Trustee not Liable. The Trustee shall not be responsible for ensuring
compliance with any securities laws applicable to the issuance, transfer,
exercise or exchange of any Units                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                





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- 51 -



| |  | or underlying Class A Shares or Class B
Shares. The Trustee shall be entitled to conclusively rely on the
Residency Declaration provided to it with respect to the proper
entitlement and issuance of underlying Class A Shares or Class B Shares.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 15.4     Documents, Money etc. Held by Trustee.



|(1) |  | Safekeeping. Any security, document of title or other instrument that
may at any time be held by the Trustee subject to the trusts hereof may be
placed in the deposit vaults of the Trustee or of any Canadian chartered
bank or trust company or deposited for safekeeping with any such bank or
trust company.                                                            
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Holding of Funds. Unless herein otherwise expressly provided, any money
held by the Trustee pending the application or withdrawal thereof under
any provision of this Indenture may be deposited in trust in an account
with the Trustee or in the name of the Trustee in any Canadian chartered
bank or trust company at the rate (if any) then current on similar
deposits.
|   
|(3) |  | Interest. All interest or other income received by the Trustee in respect
of such deposits and investments shall belong to the Corporation.                                                                                                                                                                                                                                  

Section 15.5     Action by Trustee to Protect Interests.

The Trustee shall have power to institute and to maintain such actions and
proceedings as it considers necessary or expedient to protect or enforce its
interests and the interests of the Unitholders.

Section 15.6     Trustee not Required to Give Security.

The Trustee shall not be required to give any bond or security in respect
of the execution of the trusts and powers of this Indenture.

Section 15.7     Protection of Trustee.



|(1) |  | Protection. By way of supplement to the provisions of any law for the
time being relating to Trustee, it is expressly declared and agreed that:
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | the Trustee shall not be liable for or by reason of, or
required to substantiate, any statement of fact, representation or
recital in this Indenture or in the Unit Certificates (except the
representation contained in Section 15.9 or in the certificate of
the Trustee on the Unit Certificates), but all such statements or
recitals are and shall be deemed to be made by the Corporation;
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | nothing herein contained shall impose on the Trustee any
obligation to see to, or to require evidence of, the registration or
filing (or renewal thereof) of this Indenture or any instrument
ancillary or supplemental hereto;                                                                                                                                                                 
|
| | (c) |  | the Trustee shall not be bound to give notice to any person
of the execution hereof;                                                                                                                                                                                                                                                                                                            





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##### 



- 52 -



| | (d) |  | the Trustee shall not incur any liability or responsibility
whatever or be in any way responsible for the consequence of any
breach by the Corporation of any obligation or warranty herein
contained or of any act of any director, officer, employee or agent
of the Corporation;                                
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (e) |  | the Trustee, in its personal or any other capacity, may buy,
lend upon and deal in securities of the Corporation and in the Units
and generally may contract and enter into financial transactions
with the Corporation or any related corporation without being liable
to account for any profit made thereby; and
|
| | (f) |  | the Trustee shall incur no liability with respect to the
delivery or non-delivery of any certificate or certificates whether
delivered by hand, mail, or any other means.                                                                                                                                          



|(2) |  | Indemnity. In addition to and without limiting any protection of the
Trustee hereunder or otherwise by law, the Corporation hereby indemnifies
the Trustee and saves it and its
officers, directors, employees and agents
harmless from all liabilities, suits, damages,
costs, expenses and actions which may be brought
against or suffered by it arising out of or
connected with the performance by it of its
duties hereunder except to the extent that such
liabilities, suits, damages, costs and actions
are attributable to the negligence or wilful
misconduct of the Trustee. Notwithstanding any
other provision hereof, this indemnity shall
survive any removal or resignation of the
Trustee, discharge of this Indenture and
termination of any trusts hereunder.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 15.8     Replacement of Trustee.



|(1) |  | Resignation. The Trustee may resign its trust and be discharged from all
further duties and liabilities hereunder, except as provided in this
Section, by giving to the Corporation and the Unitholders not less than 30
days notice in writing or, if a new Trustee has been appointed, such
shorter notice as the Corporation accepts as sufficient.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Removal. The Unitholders by Extraordinary Resolution may at any time
remove the Trustee and appoint a new Trustee.                                                                                                                                                                                                                                     
|   
|(3) |  | Appointment of New Trustee. If the Trustee so resigns or is so removed
or is dissolved, becomes bankrupt, goes into liquidation or otherwise
becomes incapable of acting hereunder, the Corporation shall forthwith
appoint a new Trustee unless a new Trustee has already been appointed by
the Unitholders.                                          
|   
|(4) |  | Failure to Appoint. Failing such appointment by the Corporation, the
retiring Trustee or any Unitholder may apply at the expense of the
Corporation to the Superior Court of the Province of Quebec, on such
notice as such Court directs, for the appointment of a new Trustee.                                                                       
|   
|(5) |  | New Trustee. Any new Trustee appointed under this Section must be a
corporation authorized to carry on the business of a trust company in
Quebec and, if required by the Applicable Legislation of any other
province, in such other province. On any such appointment the new Trustee
shall be vested with the same powers, rights, duties and        





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##### 



- 53 -



|    |  | responsibilities
as if it had been originally named herein as Trustee without any further
assurance, conveyance, act or deed, but there shall be immediately
executed, at the expense of the Corporation, all such conveyances or other
instruments as, in the opinion of counsel, are necessary or advisable for
the purpose of assuring the transfer of such powers, rights, duties and
responsibilities to the new Trustee. Any new Trustee so appointed by the
Corporation or by the Court shall be subject to removal as aforesaid by
the Unitholders and by the Corporation.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(6) |  | Notice of New Trustee. On the appointment of a new Trustee, the
Corporation shall promptly give notice thereof to the Unitholders in
accordance with Section 14.1 hereof.                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|(7) |  | Successor Trustee. A corporation into or with which the Trustee is
merged or consolidated or amalgamated, or a corporation succeeding to the
trust business of the Trustee, shall be the successor to the Trustee
hereunder without any further act on its part or on the part of any party
hereto if such corporation would be eligible for
appointment as a new Trustee under Section 15.8(5) hereof.                                                                                                                                                                           
|   
|(8) |  | Certificates. A Unit Certificate certified but not delivered by a
predecessor Trustee may be delivered by the new or successor Trustee in
the name of the predecessor Trustee or successor Trustee.                                                                                                                                                                                                                                                                                                                                                                               

Section 15.9     Conflict of Interest.

The Trustee represents to the Corporation that at the time of the
execution and delivery hereof no material conflict of interest exists between
its role as a fiduciary hereunder and its role in any other capacity and if a
material conflict of interest arises hereafter it shall, within ten days after
ascertaining that it has such material conflict of interest, either eliminate
the conflict of interest or resign its trust hereunder.

Section 15.10     Trustees Authority to Carry on Business.

The Trustee represents to the Corporation that at the date hereof it is
authorized to carry on the business of a trust company in Quebec and each other
province and territory of Canada. If, notwithstanding the provisions of this
Section 15.10, the Trustee ceases to be authorized to carry on such business,
the validity and enforceability of this Indenture and the interest of the
Unitholders in the Units registered hereunder shall not be affected in any
manner whatsoever by reason only of such event provided that the Trustee,
within 30 days after ceasing to be authorized to carry on business, either
becomes so authorized or resigns in the manner and with the effects specified
in Section 15.8.

Section 15.11     Acceptance of Trust.

The Trustee hereby accepts the trusts in this Indenture declared and
provided for and agrees to perform them on the terms and conditions herein set
forth.





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##### 



- 54 -

ARTICLE 16

SUPPLEMENTAL INDENTURES


Section 16.1     Supplemental Indentures.

From time to time the Trustee and, when authorized by a resolution of the
Directors, the Corporation may and they shall, when required by this Indenture,
execute, acknowledge and deliver by their proper officers deeds or indentures
supplemental hereto, which thereafter shall form part hereof, for any one or
more of the following purposes:



| | (a) |  | adding to the provisions hereof such additional covenants of
the Corporation, enforcement provisions and other provisions for the
protection of the Unitholders and/or providing for events of default
in addition to those herein specified;                                                                                                                                                                                                                                                 
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | making such provisions not inconsistent with this Indenture
as may be necessary or desirable with respect to matters or
questions arising hereunder, including the
making of any modifications in the form of the Units which do not
affect the substance thereof and which, in the opinion of the
Trustee, it may be expedient to make, provided that the Trustee
shall be of the opinion that such provisions and modifications will
not be prejudicial to the interests of the Unitholders;
|
| | (c) |  | evidencing the succession, or successive successions, of
other companies to the Corporation and the covenants of and
obligations assumed by any such successor in accordance with the
provisions of this Indenture;                                                                                                                                                                                                                                                                           
|
| | (d) |  | giving effect to any Extraordinary Resolution passed as
provided in Article 13;                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | (e) |  | making any modification of any of the provisions of this
Indenture or the Units which is of a formal, minor or technical
nature;                                                                                                                                                                                                                                                                                                                                                              
|
| | (f) |  | making any additions to, deletions from or alterations of the
provisions of this Indenture (including any of the terms and
conditions of the Units) which, in the opinion of the Trustee, are
not materially prejudicial to the interests of the Unitholders and
which are necessary or advisable in order to incorporate, reflect or
comply with Indenture Legislation;                                                                                                                      
|
| | (g) |  | adding to or altering the provisions hereof in respect of the
transfer of Units, including provision for the exchange of Units of
different denominations, and making any modification in the form of
the Units which does not affect the substance thereof and which, in
the opinion of the Trustee, is not materially prejudicial to the
interests of the Unitholders;                                                                                                                      
|
| | (h) |  | correcting or rectifying any ambiguities, defective
provisions, errors or omissions herein, provided that, in the
opinion of the Trustee, the rights of the Trustee and the
Unitholders are in no way prejudiced thereby;                                                                                                                                                                                                                                                                     





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##### 



- 55 -



| | (i) |  | modifying, eliminating or adding to the provisions of this
Indenture to such extent as shall be necessary or desirable as a
result of the provisions of the Civil Code, provided such action
pursuant to this Clause shall not, in the judgment of the Trustee,
adversely affect the interests of the Unitholders in any material
respect; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (j) |  | any other purpose not inconsistent with the terms of this
Indenture provided that, in the opinion of the Trustee, the rights
of the Trustee and of the Unitholders are in no way prejudiced
thereby.                                                                                                                                          

Notwithstanding anything to the contrary in this Indenture, no supplement
or amendment to this Indenture or to the terms of the Notes may be made without
the prior consent of each Canadian stock exchange on which the Units, Voting
Shares and Non-Voting Shares are listed, or were listed in the year prior to
the date that such supplement or amendment to the Indenture or the terms of the
Notes is to be made.

ARTICLE 17

EXECUTION


Section 17.1     Counterparts and Formal Date.

This Indenture may be executed in several counterparts, each of which when
so executed shall be deemed to be an original, and such counterparts together
shall constitute one and the same instrument and notwithstanding their date of
execution shall be deemed to bear date as of May 30, 2003.

Section 17.2     Language of Indenture.

The parties hereto have requested that this Indenture and all contracts,
documents or notices relating thereto be drafted in the English language; les
parties à cet acte ont exigé que cet acte et tout contrat, document ou avis y
afférent soit rédigé en langue anglaise.





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##### 



- 56 -

IN WITNESS WHEREOF, the parties hereto have executed this Indenture as of
the date and as at the place first hereinabove mentioned.

| |  |                                                   |                               | 
| |  | ------------------------------------------------- | ----------------------------- | 
| |  | MICROCELL TELECOMMUNICATIONS INC.                
| |  |                                                   |                               | 
| |  | By:                                               |                               | 
| |  |                                                   |                              
| |  |                                                   | Jocelyn Côté                 
| |  |                                                   | Vice President, Legal Affairs
| |  |                                                   |                               | 
| |  | COMPUTERSHARE TRUST COMPANY OF CANADA, as Trustee
| |  |                                                   |                               | 
| |  | By:                                               |                               | 
| |  |                                                   |                              
| |  |                                                   | Authorized Signing Officer   
| |  |                                                   |                               | 
| |  | By:                                               |                               | 
| |  |                                                   |                              
| |  |                                                   | Authorized Signing Officer   





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##### 



SCHEDULE 1.1

RESIDENCY DECLARATION

TO:    COMPUTERSHARE TRUST COMPANY OF CANADA



| | 1. |  | The undersigned, being the person in whose name shares in the
capital of Microcell Telecommunications Inc. (the Shares) are to be
registered upon issuance, hereby DECLARES that the ultimate beneficial
owner of Shares will be upon issuance:
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the undersigned, OR           
| |  |  | ------------------------------
|
| |  |  | if other than the undersigned,



---



---

(Name and Address)



| | 2. |  | The beneficial owner of the Shares to be issued will be a Canadian
(as defined herein):
| | -- |  | ---------------------------------------------------------------------------------------



| |  |  | Yes       No
| |  |  | ------------



| |  | For purposes of this residency declaration Canadian means:
| |  | ------------------------------------------------------------



| | (a) |  | a citizen within the meaning of subsection 2 (1) of the
Citizenship Act(Canada) who is ordinarily resident in Canada;                                                                                                                                                                             
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | a permanent resident within the meaning of subsection 2(1) of
the Immigration Act(Canada) who is ordinarily resident in Canada,
and has been ordinarily resident in Canada for not more than one
year after the date on which that person first became eligible to
apply for Canadian citizenship;
|
| | (c) |  | a Canadian government, whether federal, provincial or local,
or an agency thereof;                                                                                                                                                                                                                
|
| | (d) |  | a corporation without share capital, where a majority of its
directors or officers, as the case may be, are appointed or
designated, either by their personal names or by their names of
offices, by one or more of                                                                               
|

| | (i)  |  | a federal or provincial statute or regulations
made under a federal or provincial statute;
| | ---- |  | ------------------------------------------------------------------------------------------
|
| | (ii) |  | the Governor in Council or the lieutenant
governor in Council of a province; or           





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##### 



- 2 -



| | (iii) |  | a minister of the Crown in right of Canada or of
a province;
| | ----- |  | ------------------------------------------------------------
|

| | (e) |  | a corporation in which those of its shareholders who are
Canadians beneficially own, and control, in the aggregate and
otherwise than by way of security only, not less than 662/3 per cent
of the issued and outstanding voting shares of such corporation, and
which is not otherwise controlled by non-Canadians;                                                                                                                                          
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (f) |  | a mutual insurance company the head office and principal
place of business of which are in Canada, and not less than 80 per
cent of the board and of each committee of its directors of which
are individual Canadians;                                                                                                                                                                                                                                       
|
| | (g) |  | a trust in which Canadians have not less than 662/3 per cent
of the beneficial interest, and of which a majority of the trustees
are Canadians;                                                                                                                                                                                                                                                                                                               
|
| | (h) |  | a pension fund society the majority of whose members of its
board of directors are individual Canadians, and that is established
under An Act to Incorporate the Pension Fund Society of the Dominion
Bank, S.C. 1887, c 55; S.C. 1956, c. 66, An Act to Incorporate the
Pension Fund Society of the Bank of Montreal, S.C. 1885, c. 13, the
Pension Fund Society Actor any provincial legislation relating to
the establishment of pension fund societies; or
|
| | (i) |  | a partnership in which each of the partners is a Canadian
within the meaning of paragraphs a) to h) above.                                                                                                                                                                                                                                                                                                                                                    





---



|Dated the |  | day of |  | 2002
|--------- |  | ------ |  | ----



---

(Name)




---

(Address)




---

(Signature)


INSTRUCTIONS



|1. |  | This declaration is to be completed by the person (or duly authorized
signatory thereof) in whose name shares in the capital of Microcell
Telecommunications Inc. are to be registered.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





---



##### 



- 3 -



|2. |  | Please return completed declaration to:
|-- |  | ---------------------------------------

|                                     
|-------------------------------------
|Computershare Trust Company of Canada
|100 University Avenue                
|9th Floor                            
|Toronto, Ontario                     
|M5J 2Y1                              
|Attention:    Corporate Actions      





---



##### 



SCHEDULE 2.3 (A)

To the foregoing indenture made as of May 30, 2003 between Microcell
Telecommunications Inc., Computershare Trust Company of Canada, as Trustee.

VOTING UNIT CERTIFICATE

|    |  |                                   |  |  |   | 
|--- |  | --------------------------------- |  |  | - | 
|NO. |  | MICROCELL TELECOMMUNICATIONS INC. |  |  | $ | 

(Incorporated under the laws of Canada)

SECOND UNITS

Due May 1, 2013

This Unit Certificate is issued to l as the holder thereof (the « Holder) in
accordance with the provisions of the Unit Indenture dated May 30, 2003, (the
Indenture) between the Corporation and Computershare Trust Company of Canada
as Trustee (herein called Trustee, which term includes any successor trustee
under the Indenture).

The Unit represented by this Unit Certificate evidences one Note (as defined in
the Indenture) in the principal amount of $l and one Voting Share (as defined
in the Indenture) which shall form together one and the same instrument and may
not be detached nor be split, combined, exchanged or transferred separately
from each other; such Unit is issued under the Indenture, to which reference is
made for a full description of the rights of the Holders of the said Unit, of
the Corporation and of the Trustee and of the terms and conditions upon which
the Units are issued and held, all to the same effect as if the provisions of
the Indenture and all instruments supplemental thereto were herein set forth,
to all of which provisions the Holder of this Unit, by acceptance hereof
assents. In the event of a conflict between the terms of the Indenture and
this Unit, the Indenture shall govern.

Subject to any conversion of the Unit evidenced by this Unit Certificate in
accordance with the terms of the Indenture, Microcell Telecommunications Inc.
hereby promises to satisfy, on May 1, 2013 (Redemption Date) or upon
redemption of the Units evidenced by this Unit Certificate in accordance with
the provisions of the Indenture, the Redemption Consideration (as defined in
the Indenture) therefor, in cash or by way of the issuance of Class A Shares,
on presentation and surrender of this Unit Certificate at the corporate actions
trust office of the Trustee in Toronto (as defined in the Indenture).

No interest on the Note comprised in this Unit shall accrue and shall be paid
to the Holder, other than as part of the Redemption Consideration. The
Redemption Price of the Note comprised in this Unit (as defined in the
Indenture) shall be increased on November 1st and May 1st of each year by the
amount of accrued interest on the Note. Upon redemption of this Unit and, upon
surrender of this Certificate, the Corporation shall forward or cause to be
forwarded to the registered address of the Holder of the Unit, or in the case
of joint Holders to the registered address of the joint Holder whose name first
appears in the register, a cheque in





---



##### 



- 2 -

the amount of the Redemption Consideration payable to the order of such Holder
or Holders and negotiable at par or certificates representing Class A Shares
registered in the name of the Holder or Holders, as the case may be. The
forwarding of such sums or shares shall satisfy and discharge the liability for
amounts due on redemption on this Unit unless, in the case of sums payable, the
cheque therefor not be paid on presentation.

The Unit evidenced by this Unit Certificate and all other Units certified and
issued under the Indenture rank pari passuwithout discrimination, preference
or priority. The Units are subordinated obligations of the Corporation.

The Corporation shall withhold all applicable withholding taxes from all
payments and deliveries under this Unit, whether in respect of principal,
interest, amounts payable and property deliverable on redemption, exchange or
maturity, or otherwise.

Units may be redeemed at the option of the Corporation in whole or in part at
any time prior to the Maturity Date, upon payment of the Redemption
Consideration in cash.

Units shall be redeemed by the Corporation on the Maturity Date. On the
Maturity Date, the Redemption Consideration of the Units may be satisfied, at
the option of the Corporation, by payment in cash or by delivery of Class A
Shares of the Corporation. Units shall also be mandatorily redeemed in cash at
any time upon the Corporation having Excess Cash Flow (as defined in the
Indenture) available for such purpose.

Each Voting Unit is convertible into one Non-Voting Unit at any time upon
presentation by the holder of a duly completed and executed conversion notice
in the form of the conversion form on the back hereof or any other form of
written notice satisfactory to the Trustee at the corporate actions trust
office of the Trustee in Toronto.

Each Unit is convertible into Class A Shares at any time, at the option of the
Holder, prior to the redemption of such Unit, upon deposit of the Unit
Certificate, with the conversion form on the back hereof or any other form of
written notice satisfactory to the Trustee, in either case duly executed by the
Holder, at the corporate actions trust office of the Trustee in Toronto. Each
Unit is also convertible into Class A Shares upon the occurrence of certain
events as described in the Unit Indenture.

The Indenture contains provisions for the holding of meetings of Holders and
rendering resolutions passed at such meetings and instruments in writing signed
by the Holders of a specified majority of Units outstanding binding upon all
Holders, subject to the provisions of the Indenture.

This Unit may be transferred only upon compliance with the conditions precedent
in the Indenture on the register at the corporate actions trust office of the
Trustee in Toronto, and may be exchanged at such places, by the Holder hereof
or such Holders executors or administrators or other legal representatives or
such Holders or their attorney duly appointed by an instrument in writing in
form and execution satisfactory to the Trustee, and upon compliance with such
reasonable requirements as the Trustee and/or other registrar may prescribe,
and such transfer shall be duly noted hereon by the Trustee or other registrar.
The Class A Shares or cash to be delivered upon redemption or conversion or at
maturity will be available for pick-up





---



##### 



- 3 -

at the corporate actions trust office of the Trustee in Toronto on the relevant
date specified in the Indenture or, at the option of the Holder, will be
forwarded by the Trustee on such date. No Holder or transferee may require any
transfer to be made on or during the ten Business Days (as defined in the
Indenture) immediately prior to a scheduled redemption date.

This Unit shall not become obligatory for any purpose until it shall have been
certified by the Trustee for the time being under the Indenture.

The holder of this Unit by receiving and holding same hereby accepts and agrees
to be bound by the terms and to be entitled to the benefits of this Unit and of
the Indenture and confirms the appointment of the Trustee as the fondé de
pouvoir (holder of the power of attorney) of the holder of this Unit and to the
extent necessary for the purposes hereof and of the Indenture, the whole in
accordance with and subject to the respective provisions thereof.

Terms capitalized but not defined herein have the respective meanings assigned
to them in the Indenture.

Dated as of the l day of l

| |  |                                   |  | 
| |  | --------------------------------- |  | 
| |  | MICROCELL TELECOMMUNICATIONS INC.
| |  |                                   |  | 
| |  | By:                               |  | 
| |  |                                   |  | 

TRUSTEES CERTIFICATE

This Unit Certificate is one of the Units referred to in the Indenture named
above.

| |  |                                                   |  |                           
| |  | ------------------------------------------------- |  | --------------------------
| |  | COMPUTERSHARE TRUST COMPANY OF CANADA, as Trustee
| |  |                                                   |  |                           
| |  | By:                                               |  |                           
| |  |                                                   |  |                           
| |  |                                                   |  | Authorized Signing Officer

(reverse side of form)





---



##### 



- 4 -

FORM OF ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers to l
(whose address and social insurance number if applicable, are set forth below),
this Unit of Microcell Telecommunications Inc. (the Corporation) standing in
the name of the undersigned in the register maintained by the Corporation with
respect to such Unit and does hereby irrevocably constitute and appoints the
Trustee his/her attorneys to transfer such Unit in such register with full
power of substitution in the premises.

|      |  |                                                                  
|----- |  | -----------------------------------------------------------------
|Dated |  | (print or type above name of Holder as
appearing on the register)
|      |  |                                                                  
|      |  | by:                                                              
|      |  |                                                                  

The signature(s) to this assignment must correspond with the name(s) as written
upon the face of this Unit in every particular without alteration or any change
whatsoever. The signature of must be guaranteed by an Eligible Institution,
or in some other manner satisfactory to the Trustee. An Eligible Institution
means a Canadian Schedule I chartered bank, a major trust company in Canada, a
member of the Securities Transfer Agent Medallion Program (STAMP), a member of
the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock
Exchange Inc. Medallion Signature Program (MSP). Members of these programs are
usually members of a recognized stock exchange in Canada and the United States,
members of the Investment Dealers Association of Canada, members of the
National Association of Securities Dealers or banks and trust companies in the
United States.

Notarized or witnessed signatures are not acceptable as guaranteed signatures.

(No writing hereon except by the Trustee.)

|     |  |              |  |                          |  |                     
|---- |  | ------------ |  | ------------------------ |  | --------------------
|Date |  | Registration |  | In Whose Name Registered |  | Signature of Trustee
|     |  |              |  |                          |  |                     

FORM OF CONVERSION NOTICE

The undersigned Holder hereby notifies the Trustee and the Corporation that the
Holder, by delivery hereof hereby irrevocably exercises the conversion right in

respect of the Unit





---



##### 



- 5 -

evidenced by this Unit Certificate providing for the conversion of such Units
into Class A Shares of the Corporation.

Dated this l day of l

| |  |                                                   |  |       
| |  | ------------------------------------------------- |  | ------
| |  | [print or type name exactly as appearing on face]
| |  |                                                   |  |       
| |  | by:                                               |  |       
| |  |                                                   |  |       
| |  |                                                   |  | Name: 
| |  |                                                   |  | Title:





---



##### 



SCHEDULE 2.3 (B)

To the foregoing indenture made as of May 30, 2003 between Microcell
Telecommunications Inc., Computershare Trust Company of Canada, as Trustee.

NON-VOTING UNIT CERTIFICATE

|    |  |                                   |  |  |   | 
|--- |  | --------------------------------- |  |  | - | 
|NO. |  | MICROCELL TELECOMMUNICATIONS INC. |  |  | $ | 

(Incorporated under the laws of Canada)

SECOND UNITS

Due May 1, 2013

This Unit Certificate is issued to l as the holder thereof (the « Holder) in
accordance with the provisions of the Unit Indenture dated May 30, 2003, (the
Indenture) between the Corporation and Computershare Trust Company of Canada
as Trustee (herein called Trustee, which term includes any successor trustee
under the Indenture).

The Unit represented by this Unit Certificate evidences one Note (as defined in
the Indenture) in the principal amount of $l and one Non-Voting Share (as
defined in the Indenture) which shall form together one and the same instrument
and may not be detached nor be split, combined, exchanged or transferred
separately from each other; such Unit is issued under the Indenture, to which
reference is made for a full description of the rights of the Holders of the
said Unit, of the Corporation and of the Trustee and of the terms and
conditions upon which the Units are issued and held, all to the same effect as
if the provisions of the Indenture and all instruments supplemental thereto
were herein set forth, to all of which provisions the Holder of this Unit, by
acceptance hereof assents. In the event of a conflict between the terms of the
Indenture and this Unit, the Indenture shall govern.

Subject to any conversion of the Unit evidenced by this Unit Certificate in
accordance with the terms of the Indenture, Microcell Telecommunications Inc.
hereby promises to satisfy, on May 1, 2013 (Redemption Date) or upon
redemption of the Units evidenced by this Unit Certificate in accordance with
the provisions of the Indenture, the Redemption Consideration (as defined in
the Indenture) therefor, in cash or by way of the issuance of Class B Shares,
on presentation and surrender of this Unit Certificate at the corporate actions
trust office of the Trustee in Toronto (as defined in the Indenture).

No interest on the Note comprised in this Unit shall accrue and shall be paid
to the Holder, other than as part of the Redemption Consideration. The
Redemption Price of the Note comprised in this Unit (as defined in the
Indenture) shall be increased on November 1st and May 1st of each year by the
amount of accrued interest on the Note. Upon redemption of this Unit and, upon
surrender of this Certificate, the Corporation shall forward or cause to be
forwarded to the registered address of the Holder of the Unit, or in the case
of joint Holders to the registered address of the joint Holder whose name first
appears in the register, a cheque in





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- 2 -

the amount of the Redemption Consideration payable to the order of such Holder
or Holders and negotiable at par or certificates representing Class B Shares
registered in the name of the Holder or Holders, as the case may be. The
forwarding of such sums or shares shall satisfy and discharge the liability for
amounts due on redemption on this Unit unless, in the case of sums payable, the
cheque therefor not be paid on presentation.

The Unit evidenced by this Unit Certificate and all other Units certified and
issued under the Indenture rank pari passuwithout discrimination, preference
or priority. The Units are subordinated obligations of the Corporation.

The Corporation shall withhold all applicable withholding taxes from all
payments and deliveries under this Unit, whether in respect of principal,
interest, amounts payable and property deliverable on redemption, exchange or
maturity, or otherwise.

Units may be redeemed at the option of the Corporation in whole or in part at

any time prior to the Maturity Date, upon payment of the Redemption
Consideration in cash.

Units shall be redeemed by the Corporation on the Maturity Date. On the
Maturity Date, the Redemption Consideration of the Units may be satisfied, at
the option of the Corporation, by payment in cash or by delivery of Class B
Shares of the Corporation. Units shall also be mandatorily redeemed in cash at
any time upon the Corporation having Excess Cash Flow (as defined in the
Indenture) available for such purpose.

Each Non-Voting Unit is convertible into one Voting Unit at any time upon
presentation by the holder of a duly completed and executed Residency
Declaration in prescribed form, together with a duly completed and executed
conversion notice in the form of the conversion form on the back hereof or any
other form of written notice satisfactory to the Trustee at the corporate
actions trust office of the Trustee in Toronto.

Each Unit is convertible into Class B Shares at any time, at the option of the
Holder, prior to the redemption of such Unit, upon deposit of the Unit
Certificate, with the conversion form on the back hereof or any other form of
written notice satisfactory to the Trustee, in either case duly executed by the
Holder, at the corporate actions trust office of the Trustee in Toronto. Each
Unit is also convertible into Class B Shares upon the occurrence of certain
events as described in the Unit Indenture.

The Indenture contains provisions for the holding of meetings of Holders and
rendering resolutions passed at such meetings and instruments in writing signed
by the Holders of a specified majority of Units outstanding binding upon all
Holders, subject to the provisions of the Indenture.

This Unit may be transferred only upon compliance with the conditions precedent
in the Indenture on the register at the corporate actions trust office of the
Trustee in Toronto, and may be exchanged at such places, by the Holder hereof
or such Holders executors or administrators or other legal representatives or
such Holders or their attorney duly appointed by an instrument in writing in
form and execution satisfactory to the Trustee, and upon compliance with such
reasonable requirements as the Trustee and/or other registrar may prescribe,
and such transfer shall be duly noted hereon by the Trustee or other registrar.
The Class B Shares or





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- 3 -

cash to be delivered upon redemption or conversion or at maturity will be
available for pick-up at the corporate actions trust office of the Trustee in
Toronto on the relevant date specified in the Indenture or, at the option of
the Holder, will be forwarded by the Trustee on such date. No Holder or
transferee may require any transfer to be made on or during the ten Business
Days (as defined in the Indenture) immediately prior to a scheduled redemption
date.

This Unit shall not become obligatory for any purpose until it shall have been
certified by the Trustee for the time being under the Indenture.

The holder of this Unit by receiving and holding same hereby accepts and agrees
to be bound by the terms and to be entitled to the benefits of this Unit and of
the Indenture and confirms the appointment of the Trustee as the fondé de
pouvoir (holder of the power of attorney) of the holder of this Unit and to the
extent necessary for the purposes hereof and of the Indenture, the whole in
accordance with and subject to the respective provisions thereof.

Terms capitalized but not defined herein have the respective meanings assigned
to them in the Indenture.

Dated as of the l day of l

| |  |                                   |  | 
| |  | --------------------------------- |  | 
| |  | MICROCELL TELECOMMUNICATIONS INC.
| |  |                                   |  | 
| |  | By:                               |  | 
| |  |                                   |  | 

TRUSTEES CERTIFICATE

This Unit Certificate is one of the Units referred to in the Indenture named
above.

| |  |                                                   |  |                           
| |  | ------------------------------------------------- |  | --------------------------
| |  | COMPUTERSHARE TRUST COMPANY OF CANADA, as Trustee
| |  |                                                   |  |                           
| |  | By:                                               |  |                           
| |  |                                                   |  |                           
| |  |                                                   |  | Authorized Signing Officer

(reverse side of form)





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- 4 -

FORM OF ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers to l
(whose address and social insurance number if applicable, are set forth below),
this Unit of Microcell Telecommunications Inc. (the Corporation) standing in
the name of the undersigned in the register maintained by the Corporation with
respect to such Unit and does hereby irrevocably constitute and appoints the
Trustee his/her attorneys to transfer such Unit in such register with full
power of substitution in the premises.

Dated

| |  |                                                                   |  | 
| |  | ----------------------------------------------------------------- |  | 
| |  | (print or type above name of Holder as
appearing on the register)
| |  |                                                                   |  | 
| |  | by:                                                               |  | 
| |  |                                                                   |  | 



|The signature(s) to this assignment must correspond with the name(s) as written
upon the face of this Unit in every particular without alteration or any change
whatsoever. The signature of must be guaranteed by an Eligible Institution,
or in some other manner satisfactory to the Trustee. An Eligible Institution
means a Canadian Schedule I chartered bank, a major trust company in Canada, a
member of the Securities Transfer Agent Medallion Program (STAMP), a member of
the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock
Exchange Inc. Medallion Signature Program (MSP). Members of these programs are
usually members of a recognized stock exchange in Canada and the United States,
members of the Investment Dealers Association of Canada, members of the
National Association of Securities Dealers or banks and trust companies in the
United States.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Notarized or witnessed signatures are not acceptable as guaranteed signatures.

(No writing hereon except by the Trustee.)

|     |  |              |  |                          |  |                     
|---- |  | ------------ |  | ------------------------ |  | --------------------
|Date |  | Registration |  | In Whose Name Registered |  | Signature of Trustee
|     |  |              |  |                          |  |                     





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- 5 -

FORM OF CONVERSION NOTICE

The undersigned Holder hereby notifies the Trustee and the Corporation that the
Holder, by delivery hereof hereby irrevocably exercises the conversion right in
respect of the Unit evidenced by this Unit Certificate providing for the
conversion of such Units into Class B Shares of the Corporation.

Dated this l of l

| |  |                                                   |  |       
| |  | ------------------------------------------------- |  | ------
| |  | [print or type name exactly as appearing on face]
| |  |                                                   |  |       
| |  | by:                                               |  |       
| |  |                                                   |  |       
| |  |                                                   |  | Name: 
| |  |                                                   |  | Title: