exv4w4



 




Exhibit 4.4



FIRST AMENDING AGREEMENT TO



WARRANT INDENTURE — 2005
WARRANTS



     
THIS FIRST AMENDING AGREEMENT
made this 20th day of November, 2003,
to a certain warrant indenture made as of May 1st, 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”).



     
WHEREAS 2861399
Canada Inc. (a wholly-owned subsidiary and predecessor
corporation to the Corporation) (“2861399”)
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 Act in respect of 2861399
and certain of its subsidiaries (the “Plan”);



     
WHEREAS the Plan was
implemented on May 1st, 2003 and contemplated, inter
alia, the creation of the Corporation and the issuance by
the Corporation of the Warrants;



     
WHEREAS the
Corporation entered into a certain warrant indenture dated May
1st, 2003 (the “Indenture”) in connection with
the creation and issuance of the Warrants, the whole as set
forth in the Indenture;



     
WHEREAS the
Corporation’s initial calculation contemplated the issuance
of one Warrant in exchange for each 54.21 shares in the capital
of 2861399 (the “Initial Ratio”);



     
WHEREAS for purposes
of the issue of the Warrants, the Initial Ratio was rounded down
to an exchange ratio of 54 shares in the capital of 2861399 for
each Warrant (the “Final Ratio”);



     
WHEREAS the
Indenture provides for the creation of 3,987,937 Warrants, which
number of Warrants was based on the Initial Ratio;



     
WHEREAS the
Corporation issued, on May 1st, 2003, 3,998,302 Warrants based
on the Final Ratio;



     
WHEREAS
Section 8.1(5) of the Indenture
provided that the Corporation (when authorized by its directors)
and the Trustee may amend the Indenture to correct errors
therein in accordance with advice of counsel acceptable to the
Trustee, provided that, in the reasonable opinion of the
Trustee, the rights of the Trustee and of the Warrantholders are
not prejudiced thereby;



     
WHEREAS the Trustee
is of the reasonable opinion, based on advice of counsel, that
the rights of the Trustee and of the Warrantholders will not be
prejudiced by the restating of the maximum number of Warrants in
the Indenture.



     
WHEREAS the
Corporation and the Trustee have agreed to enter into this First
Amending Agreement for the purpose of restating the maximum
number of Warrants created and authorized for issue for purpose
of the Indenture;



     
WHEREAS the
Corporation has, by resolution of its directors dated November
20th, 2003, authorized the Corporation to enter into this First
Amending Agreement.




1. Defined Terms.


     
Unless otherwise specifically defined herein,
defined terms used in this First Amending Agreement shall have
the meaning ascribed to them in the Indenture.




2. Maximum number of Warrants.


     
Paragraph 2.1(1) of the Indenture is hereby
deleted in its entirety and replaced by the following paragraph:



     
“Creation of Warrants. A maximum of
3,998,302 Warrants entitling the Holders thereof to be issued,
subject to adjustment in accordance with Section 4.9, a
maximum aggregate number of 3,998,302 Class A Shares








 




and/or Class B Shares on the terms and
subject to the conditions herein provided, are hereby created
and authorized for issue.”





3. Full effect of the
Indenture.


     
Except as amended pursuant to the provisions of
this First Amending Agreement, the terms and provisions of the
Indenture shall remain in full force and effect unamended, in
accordance with the terms of the Indenture.








 



     
IN WITNESS WHEREOF
the parties hereto have executed this
First Amending Agreement as of the day and year first above
written.




		
	 	
    MICROCELL TELECOMMUNICATIONS INC.
    





			
	 	By: 	




		
	 	
    

	 	
    Jocelyn Côté
    
	 	
    Vice President, Legal Affairs
	 
	 	
    COMPUTERSHARE TRUST COMPANY OF CANADA
    





			
	 	By: 	




		
	 	
    

	 	
    Authorized Signing Officer





			
	 	By: 	




		
	 	
    

	 	
    Authorized Signing Officer