SC TO-T

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )

Microcell Telecommunications Inc. (Name of Subject Company (Issuer))

Rogers Wireless Inc.
Rogers Wireless Communications Inc. (Name of Filing Persons, Offerors)

Class A Restricted Voting Shares
Class B Non-Voting Shares
Warrants 2005
Warrants 2008 (Title of Classes of Securities)

59501T882
59501T874
59501T163
59501T171 (CUSIP Numbers of Class of Securities)

David P. Miller, Esq.
Rogers Wireless Inc.
One Mount Pleasant Road, 16th Floor
Toronto, Ontario M4Y 2Y5
Canada
(416) 935-1100 (Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of Filing Persons)

Copy to:
John T. Gaffney, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019-7475
(212) 474-1000

CALCULATION OF FILING FEE

Transaction Valuation⁽¹⁾
U.S.$1,084,846,976.10
Amount of Filing Fee⁽²⁾
U.S.$137,450.11

(1)

Estimated solely for purposes of calculating the amount of the filing fee. The transaction valuation is based upon the sum of (i) the product of 200,669 Class A restricted voting shares and a price of Cdn.$35.00 per share, (ii) the product of 34,886,998 Class B non-voting shares (including an aggregate of 5,368,453 options and warrants for Class B non-voting shares) and a price of Cdn.$35.00 per share, (iii) the product of 3,998,302 Warrants 2005 and a price of $15.79 per Warrant 2005, and (iv) the product of 6,163,943 Warrants 2008 and a price of $15.01 per Warrant 2008, in all cases net to the seller in cash, without interest, pursuant to the Offers to Purchase, using the noon spot exchange rate published by the Bank of Canada on September 28, 2004 of Cdn.$1.2755 = U.S.$1.00. The calculation of the filing fee is based on the Company's representation regarding the foregoing as of August 31, 2004.

(2)

The fee, calculated in accordance with Rule 0-11(d) of the Securities Exchange Act of 1934, as amended, and the Fee Rate Advisory #7 for fiscal year 2004, equals U.S.$126.70 per million of transaction value, or U.S.$137,450.11.

o	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing.
	Amount Previously Paid:	Filing Party:
	Form or Registration No.:	Date Filed:

o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
	Check the appropriate boxes below to designate any transactions to which the statement relates:
	ý	third-party tender offer subject to Rule 14d-1.
	o	issuer tender offer subject to Rule 13e-4.
	o	going-private transaction subject to Rule 13e-3.
	o	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:    o

        This Tender Offer Statement on Schedule TO relates to the offers (collectively, the "Offers") by Rogers Wireless Inc. (the "Offeror"), a corporation incorporated under the Canada Business Corporations Act (the "CBCA") and a wholly-owned subsidiary of Rogers Wireless Communications Inc. (the "Parent"), a corporation incorporated under the CBCA, to purchase all of the issued and outstanding class A restricted voting shares (the "Class A Shares"), class B non-voting shares (the "Class B Shares" and, collectively with the Class A Shares, together with the associated Rights, the "Shares," including Shares issuable upon the exercise of outstanding options, warrants or other conversion or exchange rights other than the Rights and the Warrants), Warrants 2005 (the "Warrants 2005") and Warrants 2008 (the "Warrants 2008" and, collectively with the Warrants 2005, the "Warrants," and together with the Shares, the "Securities"), of Microcell Telecommunications Inc. (the "Company"), a corporation incorporated under the CBCA, at a purchase price of Cdn.$35.00 per Class A Share, Cdn.$35.00 per Class B Share, Cdn.$15.79 per Warrant 2005 and Cdn.$15.01 per Warrant 2008, in each case, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offers to Purchase and Circular, dated September 30, 2004, and the related Letters of Acceptance and Transmittal (which, together with any amendments or supplements thereto, collectively, constitute the "Offering Materials"), which are annexed to and filed with this Schedule TO as Exhibits (a)(1)(i), (a)(1)(ii) and (a)(1)(iii), respectively.

        This Schedule TO is being filed on behalf of the Offeror. The information set forth in the Offering Materials is incorporated herein by reference with respect to Items 1 through 9 and 11 of this Schedule TO.

Item 10.    Financial Statements of Certain Bidders.

        Not Applicable.

Item 12.	Exhibits
(a)(1)(i)	Offers To Purchase and Circular, dated as of September 30, 2004
(a)(1)(ii)	Letter of Acceptance and Transmittal for the Shares
(a)(1)(iii)	Letter of Acceptance and Transmittal for the Warrants
(a)(1)(iv)	Notice of Guaranteed Delivery for the Shares
(a)(1)(v)	Notice of Guaranteed Delivery for the Warrants
(a)(1)(vi)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(vii)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(viii)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9
(a)(5)(i)	Press release issued by Rogers Wireless Inc. on September 30, 2004
(b)(1)	Amended and Restated Credit Agreement, dated as of March 15, 1997, among Rogers Wireless Inc., the lenders named therein and The Bank of Nova Scotia, as Agent
(b)(2)	First Amendment Agreement to the Amended and Restated Credit Agreement, dated as of April 12, 2001, among Rogers Wireless Inc., the lenders named therein and The Bank of Nova Scotia, as Agent
(b)(3)	Financing Letter Agreement between Rogers Communications Inc. and Rogers Wireless Inc. dated September 30, 2004
(d)(1)	Support Agreement, dated as of September 19, 2004, between Microcell Telecommunications Inc. and Rogers Wireless Communications Inc., incorporated by reference to Exhibit 99.1 of the Form 6-K filed with the Securities and Exchange Commission by Rogers Wireless Communications Inc. on September 22, 2004
(d)(2)	Confidentiality Agreement among Microcell Telecommunications Inc., Rogers Communications Inc. and Rogers Wireless Communications Inc. dated July 14, 2004.

Item 13.    Information Required by Schedule 13E-3

        Not applicable.

SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 30, 2004
	ROGERS WIRELESS INC.
	By:	/s/  DAVID MILLER Name: David Miller Title: Vice President, General Counsel and Secretary
	ROGERS WIRELESS COMMUNICATIONS INC.
	By:	/s/  DAVID MILLER Name: David Miller Title: Vice President, General Counsel and Secretary

Exhibit Index

Exhibit	Number Description
(a)(1)(i)	Offers to Purchase and Circular, dated as of September 30, 2004
(a)(1)(ii)	Letter of Acceptance and Transmittal for the Shares
(a)(1)(iii)	Letter of Acceptance and Transmittal for the Warrants
(a)(1)(iv)	Notice of Guaranteed Delivery for the Shares
(a)(1)(v)	Notice of Guaranteed Delivery for the Warrants
(a)(1)(vi)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(vii)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
(a)(1)(viii)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9
(a)(5)(i)	Press release issued by Rogers Wireless Inc. on September 30, 2004
(b)(1)	Amended and Restated Credit Agreement, dated as of March 15, 1997, among Rogers Wireless Inc., the lenders named therein and The Bank of Nova Scotia, as Agent
(b)(2)	First Amendment Agreement to the Amended and Restated Credit Agreement, dated as of April 12, 2001, among Rogers Wireless Inc., the lenders named therein and The Bank of Nova Scotia, as Agent
(b)(3)	Financing Letter Agreement between Rogers Communications Inc. and Rogers Wireless Inc. dated September 30, 2004
(d)(1)	Support Agreement, dated as of September 19, 2004, between Microcell Telecommunications Inc. and Rogers Wireless Communications Inc., incorporated by reference to Exhibit 99.1 of the Form 6-K filed with the Securities and Exchange Commission by Rogers Wireless Communications Inc. on September 22, 2004
(d)(2)	Confidentiality Agreement among Microcell Telecommunications Inc., Rogers Communications Inc. and Rogers Wireless Communications Inc. dated July 14, 2004.

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SIGNATURE
Exhibit Index

EX-99.1

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This document is important and requires your immediate attention. If you are in doubt as to how to deal with it, you should consult your dealer, broker, bank manager, lawyer or other professional advisor.

OFFERS TO PURCHASE FOR CASH

all of the outstanding Class A Restricted Voting Shares,
Class B Non-Voting Shares, Warrants 2005 and Warrants 2008 of

MICROCELL TELECOMMUNICATIONS INC.

on the basis of

Cdn.$35.00 per Class A Restricted Voting Share	Cdn.$15.79 per Warrant 2005
Cdn.$35.00 per Class B Non-Voting Share	Cdn.$15.01 per Warrant 2008

by

ROGERS WIRELESS INC.

a wholly-owned subsidiary of Rogers Wireless Communications Inc.

These offers (the "Offers") by Rogers Wireless Inc. (the "Offeror") to purchase for cash all of the issued and outstanding class A restricted voting shares (the "Class A Shares"), class B non-voting shares (the "Class B Shares" and, collectively with the Class A Shares, together with the associated Rights (as defined herein), the "Shares", including Shares issuable upon the exercise of outstanding options, warrants or other conversion or exchange rights), Warrants 2005 and Warrants 2008 (collectively, the "Warrants", and together with the Shares, the "Securities") of Microcell Telecommunications Inc. ("Microcell" or the "Company") will be open for acceptance until 5:00 p.m., Toronto time, on November 5, 2004 (the "Expiry Time"), unless extended or withdrawn by the Offeror. The Offers for the Shares are made only for the Shares and are not made for any options, warrants or other rights to acquire Shares (other than the associated Rights). The Offers for the Warrants are made only for the Warrants.

THE BOARD OF DIRECTORS OF MICROCELL, IN CONSULTATION WITH ITS ADVISORS, HAS DETERMINED THAT THE CONSIDERATION PER SHARE PURSUANT TO THE OFFERS IS FAIR TO THE HOLDERS OF SHARES AND THE OFFERS ARE IN THE BEST INTERESTS OF MICROCELL AND THE HOLDERS OF SHARES AND RECOMMENDS THAT HOLDERS OF SHARES ACCEPT THE OFFERS IN RESPECT OF THE SHARES AND TENDER THEIR SHARES TO THE OFFERS. THE BOARD OF DIRECTORS OF MICROCELL IS NOT MAKING A RECOMMENDATION AS TO WHETHER THE HOLDERS OF WARRANTS SHOULD ACCEPT OR REJECT THE WARRANT OFFERS.

(continued on next page)

The Dealer Manager for the Offers is:

TD Securities Inc.

In Canada:	In the United States:
TD Securities Inc.	TD Securities (U.S.A.) Inc.

September 30, 2004

(continued from cover)

The Class A Offer (as defined herein) is subject to certain conditions, including, without limitation, there being validly deposited and not withdrawn, at the Expiry Time, (1) such number of Class A Shares under the Class A Offer which represents at least 66²/3% of the Class A Shares outstanding; (2) such number of Class B Shares under the Class B Offer (as defined herein) which represents at least 66²/3% of the Class B Shares on a partially-diluted basis (as defined herein); and (3) such number of Securities under the Offers which represents at least 66²/3% of the Shares on a fully-diluted basis (as defined herein). Each of the Class B Offer and the Warrant Offers (as defined herein) are subject to the condition that, at the Expiry Time, Class A Shares have previously been purchased pursuant to the Class A Offer or are then being purchased pursuant to the Class A Offer. Each of the conditions of the Class A Offer, Class B Offer and Warrant Offers is set forth in Section 4 of the Offers to Purchase, "Conditions of the Offers". Subject to applicable law, the Offeror reserves the right to withdraw any or all of the Offers and not take up and pay for any Securities deposited under such Offer(s) unless each of the conditions to such Offer(s) is satisfied or waived by the Offeror prior to the Expiry Time.

The Securities are listed on the Toronto Stock Exchange (the "TSX"). On September 3, 2004, being the last day of trading prior to the public announcement by Rogers Wireless Communications Inc. ("RWCI') and Rogers Communications Inc. ("RCI") of the possibility of offering to purchase alone or together with others the shares or assets of Microcell, the closing price of each of the Class A Shares and Class B Shares was Cdn.$30.90 and Cdn.$31.06, respectively and the closing price of each of the Warrants 2005 and Warrants 2008 was Cdn.$11.35 and Cdn.$10.75, respectively. The prices offered herein represent a premium of 13.3% and 12.7% over the closing price of each of the Class A Shares and Class B Shares, respectively, on the TSX on September 3, 2004 and a premium of 20.7% over competing offers for the Shares made by TELUS Corporation on May 17, 2004. The prices offered herein also represent a premium of 66.7% and 64.7% over the closing price of each of the Class A Shares and Class B Shares, respectively, on the TSX on May 13, 2004, the date of the public announcement by TELUS Corporation of its intention to make the competing offers. The prices offered herein represent a premium of 39.1% and 39.6% over the closing price of each of the Warrants 2005 and Warrants 2008, respectively, on the TSX on September 3, 2004 (the last day of trading prior to the public announcement by RWCI and RCI of the possibility of making the Offers) and a premium of 63.3% and 68.8%, respectively, over competing offers for the Warrants made by TELUS Corporation on May 17, 2004. The prices offered herein also represent a premium of 332.6% and 188.7% over the closing price of each of the Warrants 2005 and Warrants 2008, respectively, on the TSX on May 13, 2004, the date of the public announcement by TELUS Corporation of its intention to make the competing offers.

Securityholders who wish to accept the Offers must properly complete and duly execute the accompanying Letter of Acceptance and Transmittal (which for Shares is printed on blue paper and for Warrants is printed on orange paper), or a facsimile thereof, and deposit it, together with certificates representing their Shares or Warrants, as the case may be, in accordance with the instructions in the applicable Letter of Acceptance and Transmittal. Alternatively, Securityholders may follow the procedures for (1) book-entry transfer of Securities described under "Manner of Acceptance — Book-Entry Transfer" or (2) guaranteed delivery described under "Manner of Acceptance — Procedure for Guaranteed Delivery", using the accompanying Notice of Guaranteed Delivery (which for Shares is printed on green paper and for Warrants is printed on yellow paper), or a facsimile thereof. Persons whose Securities are registered in the name of a broker, dealer, bank, trust company or other nominee should contact such registered holder for assistance if they wish to accept the Offers.

Questions and requests for assistance may be directed to the Dealer Managers, the Depositary or the Information Agent. Additional copies of this document, the Letters of Acceptance and Transmittal and the Notices of Guaranteed Delivery may be obtained without charge on request from the Dealer Managers, the Depositary or the Information Agent at their respective offices shown on the last page of the Offers to Purchase (the "Offers to Purchase") and Circular (together, the "Offers to Purchase and Circular").

No person has been authorized to give any information or make any representation other than those contained in the Offers to Purchase and Circular and the Letters of Acceptance and Transmittal, and if given or made, that information or representation must not be relied upon as having been authorized by the Offeror.

The Offers have not been approved or disapproved by any securities regulatory authority nor has any securities regulatory authority passed upon the fairness or merits of the Offers or upon the adequacy of the information contained in the Offers to Purchase and Circular. Any representation to the contrary is unlawful.

The Offers to Purchase and Circular do not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful. The Offers are not being made to, nor will deposits be accepted from or on behalf of, Securityholders in any jurisdiction in which the making or acceptance of the Offers would not be in compliance with the laws of such jurisdiction. However, the Offeror or its agents may, in its or their sole discretion, take such action as it or they may deem necessary to extend the Offers to Securityholders in any such jurisdiction.

ii

        Except as otherwise indicated, the information concerning Microcell contained in the Offers to Purchase and Circular has been taken from or based upon publicly available documents and records on file with Canadian securities regulatory authorities, the United States Securities and Exchange Commission and other public sources. The Offeror has no means of verifying the accuracy or completeness of any of the information contained herein that is derived from those filings or whether there has been any failure by Microcell to disclose events that may have occurred or may affect the significance or accuracy of any information.

        The Offeror maintains an Internet site at www.rogers.com. Information contained in or otherwise accessible through this Internet site is not part of the Offers and the Offers to Purchase and Circular. All references in the Offers to Purchase and Circular to this Internet site are inactive textual references to this URL and are for information purposes only.

NOTICE TO SECURITYHOLDERS IN THE UNITED STATES

The enforcement by Securityholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Offeror is governed by the laws of Canada, that the majority of its officers and directors reside outside the United States, that some of the Dealer Managers or experts named in the Circular reside outside the United States and that all or a substantial portion of the assets of the Offeror and such persons may be located outside the United States. Securityholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment.

Securityholders of Microcell should be aware that the purchase by the Offeror of the Securities held by them as described herein may have tax consequences both in Canada and the United States. The material tax consequences for Securityholders who are resident in, or citizens of, Canada or the United States are described in Section 18 of the Circular, "Material Canadian Federal Income Tax Considerations" and Section 19 of the Circular, "Material United States Federal Income Tax Considerations", respectively. Securityholders should consult their own tax advisors regarding the specific tax consequences to them of the purchase by the Offeror of the Securities.

FORWARD-LOOKING STATEMENTS

        Certain statements contained in the accompanying Circular under "Background to the Offers" and "Purpose of the Offers and Plans for Microcell", in addition to certain statements contained elsewhere in this document, are "forward-looking statements" and are prospective. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements.

EXCHANGE RATE INFORMATION

        The Offeror publishes its consolidated financial statements in Canadian dollars. In the Offers to Purchase and Circular, except where otherwise indicated, all references to "dollars" or "$" are to Canadian dollars. The Bank of Canada noon spot exchange rate on September 28, 2004 was Cdn.$1.2755 = U.S.$1.00.

iii

TABLE OF CONTENTS

		Page
LETTER FROM THE OFFEROR		1
SUMMARY TERM SHEET		2
GLOSSARY		8
OFFERS TO PURCHASE		14
	1.     The Offers	14
	2.     Time for Acceptance	14
	3.     Manner of Acceptance	14
	4.     Conditions of the Offers	18
	5.     Extension and Variation of the Offers	20
	6.     Withdrawal of Deposited Securities	23
	7.     Take Up of and Payment for Deposited Securities	24
	8.     Return of Deposited Securities	25
	9.     Mail Service Interruption	25
	10.   Changes in Capitalization; Dividends and Distributions; Liens	26
	11.   Notices and Delivery	27
	12.   Market Purchases	27
	13.   Other Terms of the Offers	27
CIRCULAR		29
	1.     The Offeror	29
	2.     Microcell	30
	3.     Background to the Offers	31
	4.     Purpose of the Offers and Plans for Microcell	33
	5.     Arrangements with Microcell	33
	6.     Recommendation of the Board of Directors of Microcell	40
	7.     Acquisition of Securities Not Deposited	40
	8.     Source of Funds	43
	9.     Beneficial Ownership of and Trading in Securities	44
	10.   Commitments to Acquire Securities of Microcell	45
	11.   Arrangements, Agreements or Understandings	45
	12.   Material Changes and Other Information	45
	13.   Price Range and Trading Volume of Securities	45
	14.   Dividend and Dividend Policy	47
	15.   Effect of the Offers on the Market for Securities; Public Disclosure by Microcell; Exchange Act Registration	47
	16.   Summary of Microcell Rights Plan	47
	17.   Regulatory Matters	49
	18.   Material Canadian Federal Income Tax Considerations	52
	19.   Material United States Federal Income Tax Considerations	56
	20.   Financial Advisor, Dealer Managers, Depositary and Information Agent	58
	21.   Legal Matters	59
	22.   Offerees' Statutory Rights	59
	23.   Offeror Directors Approval	59
CONSENT		60
APPROVAL AND CERTIFICATE		61
SCHEDULE A		A-1

iv

September 30, 2004

Dear Securityholder of Microcell Telecommunications Inc. ("Microcell"):

        We are pleased to enclose our offers to purchase all of Microcell's publicly listed securities for Cdn.$35.00 for each Class A restricted voting share and Class B non-voting share, Cdn.$15.79 for each warrant of Microcell expiring on May 1, 2005 (a "Warrant 2005") and Cdn.$15.01 for each warrant of Microcell expiring on May 1, 2008 (a "Warrant 2008"), payable in cash without interest thereon. As you will note from the Microcell directors' circular enclosed with our offers, the Microcell board of directors, in consultation with its advisors, has determined that the consideration per share pursuant to our offers is fair to the shareholders of Microcell and the offers are in the best interests of Microcell and its shareholders. The Microcell board of directors recommends that shareholders accept the offers and tender their shares of Microcell to the offers.

        We believe our offers represent an attractive opportunity for you to realize full value for your securities at a significant premium to recent trading prices. The offers are at prices representing a premium of 13.3% and 12.7% over the closing price of each of the Class A restricted voting shares and Class B non-voting shares, respectively, on the Toronto Stock Exchange (the "TSX") on September 3, 2004 (the last day of trading prior to the public announcement by our affiliates of the possibility of our making the offers) and a premium of 20.7% over competing offers for the shares of Microcell made by TELUS Corporation on May 17, 2004. The prices offered also represent a premium of 66.7% and 64.7% over the closing price of each of the Class A restricted voting shares and Class B non-voting shares, respectively, on the TSX on May 13, 2004, the date on which TELUS Corporation publicly announced its intention to make the competing offers. The offers are at prices representing a premium of 39.1% and 39.6% over the closing price of each of the Warrants 2005 and Warrants 2008, respectively, on the TSX on September 3, 2004 (the last day of trading prior to the public announcement by our affiliates of the possibility of our making the offers) and a premium of 63.3% and 68.8%, respectively over competing offers for the warrants of Microcell made by TELUS Corporation on May 17, 2004. The prices offered also represent a premium of 332.6% and 188.7% over the closing price of each of the Warrants 2005 and Warrants 2008, respectively, on the TSX on May 13, 2004.

        The offers are open for acceptance until 5:00 p.m. (Toronto time) on November 5, 2004 (unless extended or withdrawn). Detailed instructions for depositing your securities are included in the offers to purchase and circular and the accompanying letters of transmittal and notices of guaranteed delivery. We urge you to review those documents carefully and, if you have questions as to how to tender your securities, to consult your financial or legal advisor. We also urge you to tender your securities well before November 5, 2004.

Yours truly,

(Signed) NADIR H. MOHAMED
President and Chief Executive Officer
Rogers Wireless Inc.

SUMMARY TERM SHEET

The following are some of the questions you, as a securityholder of Microcell, may have about our offers and our answers to those questions. This summary term sheet provides important and material information about our offers that is described in more detail elsewhere in the Offers to Purchase and Circular, but this summary term sheet may not include all of the information about our offers that is important to you. Additional important information about our offers is contained in the remainder of the Offers to Purchase and Circular and the Letters of Acceptance and Transmittal. Therefore, we urge you to carefully read the remainder of the Offers to Purchase and Circular and the Letters of Acceptance and Transmittal for our offers because the information in this summary term sheet is not complete. We have included cross-references in this summary term sheet to other sections of the Offers to Purchase and Circular to direct you to the sections of the Offers to Purchase and Circular in which a more complete description of the topics covered in this summary term sheet appear. As used in these questions and answers, "we" or "us" or "our" refers to Rogers Wireless Inc., the company making the offers for the Microcell shares and warrants. Unless otherwise defined herein, capitalized terms will have the meanings assigned thereto in the Glossary.

WHO IS OFFERING TO PURCHASE MY MICROCELL SECURITIES?

        Rogers Wireless Inc. is a leading wireless communications service provider in Canada, serving approximately 4.1 million customers as at June 30, 2004, including over 3.9 million wireless voice and data subscribers and approximately 221,300 one-way messaging (paging) subscribers. We offer wireless voice, messaging and data services across Canada. See Section 1 of the Circular, "The Offeror".

WHICH CLASSES OF SECURITIES ARE BEING SOUGHT IN THE OFFERS AND AT WHAT PRICE AND HOW MANY SECURITIES OF EACH CLASS IS THE OFFEROR SEEKING TO PURCHASE?

        We are seeking to purchase all of the issued and outstanding Class A Shares, Class B Shares, Warrants 2005 and Warrants 2008 of Microcell. We are offering to pay $35.00 per Class A Share, $35.00 per Class B Share, $15.79 per Warrant 2005 and $15.01 per Warrant 2008 of Microcell, in each case, net to you in cash, without interest. See Section 1 of the Offers to Purchase, "The Offers".

        On September 28, 2004, the Bank of Canada noon spot exchange rate for Canadian dollars per U.S.$1.00 was $1.2755. For example, if you received payment in Canadian dollars and exchanged it for U.S. dollars at that exchange rate, you would have received U.S.$27.44 per Class A Share, U.S.$27.44 per Class B Share, U.S.$12.38 per Warrant 2005 and U.S$11.77 per Warrant 2008 (excluding any currency exchange fees or commissions). Although the offer prices of $35.00 per Class A Share, $35.00 per Class B Share, $15.79 per Warrant 2005 and $15.01 per Warrant 2008 of Microcell are fixed, the amount you would receive in U.S. dollars with respect to each of the foregoing Microcell securities will vary with the Canadian dollar to U.S. dollar exchange rate, which may be higher or lower than $1.2755 per U.S.$1.00 at the time of exchange. All amounts payable by us for your Securities will be paid promptly in Canadian dollars upon our take up of Microcell securities under the Offers. If applicable to your situation, you should obtain a current quote of the exchange rate before deciding whether to deposit your Securities.

        You will not be obligated to pay any brokerage fee or commission with respect to the purchase of your Securities by us pursuant to the Offers if you accept the Offers by depositing your Securities directly with the Depositary, or by utilizing the services of any member of the Soliciting Dealer Group. If a depositing securityholder owns Securities through a broker or other nominee and such broker or nominee deposits securities on your behalf, the broker or nominee may charge a fee for performing this service. The Offeror will pay all stock transfer taxes with respect to the transfer and sale of Securities pursuant to the Offers, except if payment of the purchase price is to be made to, or if certificates for Microcell securities not deposited or not accepted for payment are to be registered in the name of, any person other than the registered holder(s), or if deposited certificates for Securities are registered in the name of any person other than the person(s) signing the Letter of Acceptance and Transmittal, the amount of any stock transfer taxes payable on account of the transfer to such other person will be deducted from the purchase price of such Microcell securities purchased unless evidence satisfactory to us of the payment of such taxes, or exemption therefrom, is submitted. See Section 3 of the Offers to Purchase, "Manner of Acceptance".

2

I HOLD OPTIONS TO ACQUIRE SECURITIES. ARE OPTIONS BEING SOUGHT IN THE OFFERS?

        Our Offers for the Securities are made only for the Securities. If you hold any options, warrants (other than Warrants) or other rights to acquire Shares (other than Rights) and wish to accept the Offers for the Securities, you must, to the extent permitted by the terms of the securities you hold and applicable law, exercise the options, warrants or other rights in order to obtain Shares and then deposit those Shares in accordance with the Offers for the Shares. See Section 1 of the Offers to Purchase, "The Offers".

DO I HAVE TO PAY ANY BROKERAGE OR SIMILAR FEES TO DEPOSIT MY SECURITIES?

        If you accept the Offers by depositing your Securities directly with the Depositary or by using the services of any member of the Soliciting Dealer Group to accept the Offers, you will not be required to pay a brokerage fee or commission or, except as otherwise provided in the Letters of Acceptance and Transmittal, stock transfer taxes with respect to our purchase of your Securities pursuant to the Offers. However, if you own Securities through a broker or other nominee and the broker or nominee deposits Securities on your behalf, the broker or nominee may charge a fee for performing this service. See Section 3 of the Offers to Purchase, "Manner of Acceptance — General".

WHY IS THE OFFEROR MAKING THE OFFERS?

        The purpose of the Offers is to enable us to acquire all of the Shares and Warrants of Microcell. Following the completion of the Offers, we intend to conduct a review of Microcell's operations and business strategy with a view to determining how best to combine Microcell's operations with ours in order to maximize synergies and optimize operational effectiveness. The combined company will constitute Canada's only nationwide GSM/GPRS/EDGE wireless network and will position us to better compete. See Section 4 of the Circular, "Purpose of the Offers and Plans for Microcell".

HOW DO THE OFFERS BY THE OFFEROR DIFFER FROM THE OFFERS BY TELUS CORPORATION?

        Our Offers for the Shares are at prices representing a premium of 20.7% over competing offers for the shares of Microcell made by TELUS Corporation on May 17, 2004. In addition, the Offers are subject to fewer conditions than the competing TELUS offers.

        The board of directors of Microcell has recommended that the Securityholders reject the TELUS offers on the basis that: (i) the financial advisors to Microcell determined that the TELUS offers were inadequate, from a financial point of view, to the Securityholders; (ii) the TELUS offers were highly conditional; and (iii) there was a possibility that other bidders might be willing to make more attractive offers than TELUS Corporation for the Securities.

        In contrast, the board of directors of Microcell, in consultation with its financial advisors, has determined that the consideration per Share pursuant to our Offers is fair to the shareholders of Microcell and that our Offers for Shares are in the best interests of Microcell and the shareholders and recommends that shareholders accept our Offers and tender their Shares to our Offers. The board of directors of Microcell is not making a recommendation as to whether the holders of Warrants should accept or reject the Warrant Offers. See Section 3 of the Circular, "Background to the Offers", and Section 6 of the Circular, "Recommendation of the Board of Directors of Microcell".

WHAT ARE THE MOST IMPORTANT CONDITIONS TO THE OFFERS?

        We have the right to withdraw the Class A Offer and not take up and pay for any Class A Shares deposited under the Class A Offer unless at the expiry of the Offers there have been validly deposited and not withdrawn: (a) at least 66²/3% of the Class A Shares outstanding; (b) at least 66²/3% of the Class B Shares on a partially-diluted basis (as defined herein); and (c) such number of Securities that represent at least 66²/3% of the Shares on a fully-diluted basis (as defined herein). Each of the Class B Offer and each of the Warrant Offers is subject to the Class A Shares being or having previously been purchased pursuant to the Class A Offer. See Section 4 of the Offers to Purchase, "Conditions of the Offers".

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        In addition, each of the Offers is conditional upon our obtaining certain government or regulatory approvals, and upon the expiration, termination or waiver of certain waiting periods, including among other things, the expiration, termination or waiver of the applicable waiting period(s) under the Competition Act, and the receipt of clearance from the Commissioner in respect of the Offers. See Section 4 of the Offers to Purchase, "Conditions of the Offers", Section 17 of the Circular, "Regulatory Matters", and Section 5 of the Circular "Arrangements with Microcell".

DOES THE OFFEROR HAVE THE FINANCIAL RESOURCES TO PAY FOR ALL OF THE SECURITIES BEING SOUGHT IN THE OFFERS?

        Yes. By law, we were required to make adequate arrangement prior to making the Offers to ensure that the required funds are available to make full payment for all Securities that we are offering to acquire. We have made such arrangements. We estimate that we will need approximately $1.4 billion in order to purchase all of the Securities under the Offers. We have sufficient available cash on hand and availability under our committed credit facilities to fund the total amount required to purchase the Securities under the Offers. As a result, the Offers are not conditional on any financing arrangements or financing contingencies. See Section 8 of the Circular, "Source of Funds".

HAVE THE BOARDS OF DIRECTORS OF MICROCELL AND THE OFFEROR APPROVED THE OFFERS?

        Yes. Both the board of directors of Microcell and our board of directors have approved the Offers.

        Microcell has confirmed that its board of directors, in consultation with its financial advisors, has determined that the consideration for each Share pursuant to the Offers is fair to the holders of the Shares and that the Offers are in the best interests of Microcell and the holders of the Shares and recommends that holders of the Shares accept the Offers for Shares and tender their Shares to the Offers. See Section 5 of the Circular, "Arrangements with Microcell" and Section 6 of the Circular, "Recommendation of the Board of Directors of Microcell".

        On September 19, 2004, our board of directors met to consider, among other things, the terms of the Offers with our senior officers and financial and legal advisors. After extensive discussions, our board of directors adopted a resolution approving the terms of the Offers. See Section 3 of the Circular, "Background to the Offers".

HOW LONG DO I HAVE TO DECIDE WHETHER TO DEPOSIT MY SECURITIES IN THE OFFERS?

        The Offers are open for acceptance until 5:00 p.m., Toronto time, on November 5, 2004, unless we withdraw or extend the Offers. See Section 2 of the Offers to Purchase, "Time for Acceptance".

HOW WILL I BE NOTIFIED IF THE OFFERS ARE EXTENDED?

        We have the right to extend the period during which the Offers may be accepted at any time prior to 5:00 p.m., Toronto time, on November 5, 2004, by giving written notice of such extension to Computershare Investor Services Inc., our depositary. If we decide to extend, we will: (a) publicly announce the extension prior to 9:00 a.m., Toronto time, on the next business day following November 5, 2004, and provide a copy of the notice to the Toronto Stock Exchange; and (b) cause Computershare Investor Services Inc. to notify you in writing. Your notice will be sent by first class mail to your address as shown on the Share register or Warrant register. If there is any interruption or delay in mail services following mailing, or if post offices in Canada are not open for the deposit of mail, we will notify you of the extension by: (a) providing such notice to the Toronto Stock Exchange for dissemination through its facilities, (b) publishing such notice once in the National Edition of The Globe and Mail or The National Post, together with La Presse, or (c) providing such notice to the Dow Jones News Wire Service. See Section 5 of the Offers to Purchase, "Extension and Variation of the Offers", and Section 11 of the Offers to Purchase, "Notices and Delivery".

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HOW DO I ACCEPT THE OFFERS AND DEPOSIT MY SECURITIES?

(a)

If you hold physical certificates for Shares and/or Warrants, then in order for you to accept the Offers and to validly deposit your Shares and/or Warrants to the Offers, you must deliver to Computershare Investor Services Inc., by 5:00 p.m., Toronto time, on November 5, 2004 (unless the Offers are extended), each of the following:



(i)

a completed "Letter of Acceptance and Transmittal", which has been enclosed with the Offers to Purchase and Circular (and which for Shares is printed on blue paper and for Warrants is printed on orange paper), together with any other documents required by the instructions set out in the Letter of Acceptance and Transmittal; and



(ii)

the certificate or certificates representing the Shares and/or Warrants.



(b)

If you hold Shares and/or Warrants in so-called "book-entry" form, then in order for you to accept the Offers and to validly deposit your Shares and/or Warrants to the Offers, you must arrange for the book-entry delivery of your Shares and/or Warrants. You should contact the person or institution with which you maintain your book-entry account and cause the following items to be delivered to Computershare Investor Services Inc. by 5:00 p.m., Toronto time, on November 5, 2004 (unless the Offers are extended):



(i)

either a completed Letter of Acceptance and Transmittal or an Agent's Message in lieu of the Letter of Acceptance and Transmittal; and



(ii)

confirmation of a book-entry transfer of such Shares and/or Warrants into an account maintained by Computershare Investor Services Inc. with the The Depository Trust Company.



(c)

If you are unable to deliver any required document or instrument to Computershare Investor Services Inc. by 5:00 p.m., Toronto time, on November 5, 2004 (unless the Offers are extended), you may obtain additional time to do so by having a broker, a bank or other fiduciary that is an "eligible institution" guarantee that the missing items will be received by Computershare Investor Services Inc., within three trading days on the Toronto Stock Exchange after November 5, 2004 (unless the Offers are extended). You may use the "Notice of Guaranteed Delivery", which has been enclosed with the Offers to Purchase and Circular (and which for Shares is printed on green paper and for Warrants is printed on yellow paper), for this purpose. For the deposit to be valid, however, Computershare Investor Services Inc. must receive the missing items within that three trading-day period.

        See Section 3 of the Offers to Purchase, "Manner of Acceptance".

WHAT DO I NEED TO DO TO ACCEPT THE OFFERS IF I HOLD MY SECURITIES THROUGH A NOMINEE (E.G., IN A BROKERAGE ACCOUNT)?

        If your Shares or Warrants are registered in the name of a nominee, you should contact your broker, dealer, bank, trust company or other nominee if you wish to accept an Offer. See Section 3 of the Offers to Purchase, "Manner of Acceptance".

CAN I ACCEPT THE OFFERS IF I HAVE ALREADY DEPOSITED MY SECURITIES IN RESPECT OF THE TELUS OFFERS?

        In order to accept the Offers, your Securities cannot be deposited in respect of any other offers to purchase the Securities, including the TELUS offers. If you have already deposited your Securities in respect of another offer, you must first withdraw your Securities from that offer and then follow the acceptance procedures outlined herein and in the Letters of Acceptance and Transmittal. See Section 3 of the Offers to Purchase, "Manner of Acceptance".

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IF I ACCEPT THE OFFERS, WHEN WILL I GET PAID?

        We will take up Shares and Warrants validly deposited under the Offers and not withdrawn prior to 5:00 p.m., Toronto time, on November 5, 2004 (unless the Offers are extended), subject to the satisfaction or waiver of all conditions of the Offers. Promptly following that date and, after such take up, we will pay you for the Securities taken up. See Section 7 of the Offers to Purchase, "Take Up and Payment for Deposited Securities".

WHAT HAPPENS IF THE OFFEROR INCREASES THE PRICE IT IS OFFERING TO PURCHASE THE SECURITIES AFTER I HAVE ALREADY DEPOSITED MY SECURITIES?

        If we increase the prices we are offering for the Shares or Warrants under the Offers, we will pay the increased prices for any of your Shares or Warrants that we take up under the Offers, even if we have already taken up your Shares or Warrants before increasing the prices. See Section 5 of the Offers to Purchase, "Extension and Variation of the Offers".

CAN I WITHDRAW MY PREVIOUSLY DEPOSITED SECURITIES?

        Yes. You can withdraw any Shares and/or Warrants that you deposited to the Offers at any time prior to our taking them up, or if we have already taken them up, you can withdraw them if we have not paid for them within three business days of our taking them up. See Section 6 of the Offers to Purchase, "Withdrawal of Deposited Securities".

HOW DO I WITHDRAW MY PREVIOUSLY DEPOSITED SECURITIES?

        To withdraw any Shares and/or Warrants that you have deposited to our Offers, you (or, if your Shares and/or Warrants were deposited by someone else on your behalf, that other person) must send a notice of withdrawal to, and such notice must be actually received by, Computershare Investor Services Inc. at the place where the Shares and/or Warrants were deposited. Your notice of withdrawal must: (i) be made by a method (including fax) that provides Computershare Investor Services Inc. with a written or printed copy; (ii) be signed by you (or, if your Shares and/or Warrants were deposited by someone else on your behalf, that other person); and (iii) specify your name (or, if your Shares and/or Warrants were deposited by someone else on your behalf, the name of that other person), the number of Shares or Warrants to be withdrawn, the name of the registered holder and, if applicable, the certificate numbers shown on each certificate representing the Shares or Warrants to be withdrawn. See Section 6 of the Offers to Purchase, "Withdrawal of Deposited Securities".

IF THE OFFERS ARE SUCCESSFUL, WHAT WILL HAPPEN TO MICROCELL? WILL MICROCELL CONTINUE TO BE A PUBLIC COMPANY? HOW WILL THIS AFFECT MY SECURITIES IF I DO NOT ACCEPT THE OFFERS?

        Following the completion of the Offers, we intend to conduct a review of Microcell's operations and business strategy with a view to determining how best to combine Microcell's operations with ours.

        If over 90% of each class of Shares is purchased under the Offers, we expect to complete a so-called "compulsory acquisition" pursuant to applicable Canadian law. If less than 90% of the Shares of each such class is purchased under the Offers, or if for some other reason we cannot complete a compulsory acquisition under applicable law, but the minimum deposit condition to the Class A Offer is satisfied, we intend to complete a so-called "subsequent acquisition transaction" to acquire the remaining Shares and Warrants at the prices offered in the Offers. In a compulsory acquisition or a subsequent acquisition transaction, you may have dissent and/or appraisal rights entitling you to be paid the fair value of your Shares as determined by a Canadian court. See Section 7 of the Circular, "Acquisition of Securities Not Deposited".

        If permitted by applicable law, following the completion of the Offers and any compulsory acquisition transaction or subsequent acquisition transaction, if necessary, we intend to delist all of the Shares and Warrants from the Toronto Stock Exchange and Microcell may cease to make filings with the Canadian securities regulatory authorities and the United States Securities and Exchange Commission. The effect of all of this is that

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Microcell would no longer be a public company or required to comply with the rules applicable to publicly held companies, including various disclosure requirements. See Section 4 of the Circular, "Purpose of the Offers and Plans for Microcell".

WHAT ARE THE MATERIAL CANADIAN AND U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE OFFERS?

        In general, a holder of Shares or Warrants who is a resident of Canada, who holds Shares or Warrants as capital property, who deals at arm's length and is not affiliated with Microcell and us and who sells Shares or Warrants under our Offers will realize a capital gain (or loss) to the extent that the proceeds of sale exceed (or are less than) the total of the adjusted cost base to the holder and any reasonable costs of sale. In general, a holder of Shares or Warrants who is not a resident of Canada, who deals at arm's length and is not affiliated with Microcell and us, who holds Shares or Warrants as capital property and not in connection with carrying on a business in Canada and who sells Shares or Warrants under the Offers will not be subject to Canadian federal income tax on any capital gain realized on such sale. We encourage you to consult your tax advisor regarding the Canadian federal income tax consequences of depositing your Shares or Warrants in the Offers. See Section 18 of the Circular, "Material Canadian Federal Income Tax Considerations".

        In general, a United States holder who holds Shares or Warrants as capital assets will recognize a gain or loss for United States federal income tax purposes in an amount equal to the difference, if any, between (1) the U.S. dollar equivalent of the Canadian dollar cash payment received, determined based on the spot rate of exchange on the date we take up and pay for such Shares or Warrants and (2) such United States holder's adjusted tax basis in the Shares or Warrants. Such gain or loss generally will be a capital gain or loss and generally will be a long-term capital gain or loss if such United States holder has held the Shares or Warrants for more than one year at the time of the exchange. We encourage you to consult your tax advisor regarding the United States federal income tax consequences of depositing your Shares or Warrants in the Offers. See Section 19 of the Circular, "Material United States Federal Income Tax Considerations".

WHAT IS THE MARKET VALUE OF MY SECURITIES AS OF A RECENT DATE?

        On September 3, 2004, a public announcement was made by Rogers Wireless Communications Inc. and by Rogers Communications Inc. of the possibility of offering to purchase alone or together with others the shares or assets of Microcell. On September 3, 2004, being the last day of trading prior to such announcement, the closing price on the Toronto Stock Exchange of the Class A Shares was $30.90, the closing price of the Class B Shares was $31.06, the closing price of the Warrants 2005 was $11.35 and the closing price of the Warrants 2008 was $10.75. See Section 13 of the Circular, "Price Range and Trading Volume of Securities".

WHOM CAN I CALL WITH QUESTIONS?

        You may direct any questions and requests for assistance to Computershare Investor Services Inc., Innisfree M&A Incorporated or TD Securities Inc. (in Canada) and TD Securities (U.S.A.) Inc. (in the United States) at their respective telephone numbers and locations set out on the back page of the Offers to Purchase and Circular. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers.

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GLOSSARY

        In the Offers to Purchase and Circular, unless the subject matter or context is inconsistent therewith, the following terms have the meanings set forth below:

"1933 Act" means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

"Acquiring Person" has the meaning ascribed thereto in Section 16 of the Circular, "Summary of Microcell Rights Plan".

"affiliate" has the meaning ascribed thereto in the Securities Act (Ontario).

"Agent's Message" means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of a Book-Entry Confirmation, stating that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility depositing the Securities that are the subject of such Book-Entry Confirmation, that such participant has received and agrees to be bound by the terms of the Letter of Acceptance and Transmittal and that the Offeror may enforce such agreement against such participant.

"ARC" means an advance ruling certificate issued pursuant to Section 102 of the Competition Act.

"associate" has the meaning ascribed thereto in the Securities Act (Ontario).

"Autorité" means the Autorité des marchés financiers.

"Book-Entry Confirmation" has the meaning ascribed thereto in Section 3 of the Offers to Purchase, "Manner of Acceptance — Letters of Acceptance and Transmittal".

"Book-Entry Transfer Facility" means The Depository Trust Company.

"business combination", unless otherwise defined, has the meaning ascribed thereto in Rule 61-501.

"business day" means any day on which banks in each of the cities of Montreal and Toronto are open for business.

"CBCA" means the Canada Business Corporations Act, as amended.

"Circular" means the take-over bid circular accompanying the Offers to Purchase and forming part of the Offers.

"Class A Offer" means the offer to purchase Class A Shares made hereby, the terms and conditions of which are set forth in the Offers to Purchase and Circular and the Letter of Acceptance and Transmittal for the Shares.

"Class B Offer" means the offer to purchase Class B Shares made hereby, the terms and conditions of which are set forth in the Offers to Purchase and Circular and the Letter of Acceptance and Transmittal for the Shares.

"Class A Shares" means class A restricted voting shares in the capital of Microcell issued and outstanding at any time during the Offer Period and includes, as part of each Class A Share, the Right attached thereto pursuant to the Microcell Rights Plan.

"Class B Shares" means class B non-voting shares in the capital of Microcell issued and outstanding at any time during the Offer Period and includes, as part of each Class B Share, the Right attached thereto pursuant to the Microcell Rights Plan.

"Code" means the United States Internal Revenue Code of 1986, as amended.

"COM Canada Warrants" means the warrants issued by Microcell to COM Canada, LLC pursuant to a warrant agreement entered into by the parties effective as of May 3, 2003.

"Commissioner" means the Commissioner of Competition under the Competition Act or any person duly authorized to exercise the powers and perform the duties of the Commissioner of Competition.

"Company" or "Microcell" means Microcell Telecommunications Inc., a corporation governed by the CBCA.

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"Competing Bid" has the meaning ascribed thereto in Section 16 of the Circular, "Summary of Microcell Rights Plan".

"Competition Act" means the Competition Act (Canada), as amended.

"Competition Act Clearance" has the meaning ascribed thereto in Section 5 of the Circular, "Arrangements with Microcell".

"Competition Tribunal" means the Competition Tribunal established under the Competition Tribunal Act (Canada), as amended.

"Compulsory Acquisition" has the meaning ascribed thereto in Section 7 of the Circular, "Acquisition of Securities Not Deposited — Compulsory Acquisition".

"CRA" has the meaning ascribed thereto in Section 18 of the Circular, "Material Canadian Federal Income Tax Considerations".

"Credit Facilities" means collectively, the amended and restated tranche A exit facility agreement, the tranche B-term loan A credit agreement and the tranche B-term loan B credit agreement, each dated as of March 17, 2004 and entered into among, inter alia, the Company, as parent, Microcell Solutions Inc., as borrower, JPMorgan Chase Bank, Toronto Branch, as administrative agent, and the financial institutions parties thereto as lenders, as amended, supplemented, restated, extended or otherwise modified from time to time.

"Data Room Information" means those documents relating to Microcell and its business and affairs that have been made available to the Offeror and its affiliated entities, RCI and RWCI, as set forth in the Support Agreement.

"Dealer Managers" means TD Securities Inc. in Canada and TD Securities (U.S.A.) Inc. in the United States.

"Depositary" means Computershare Investor Services Inc.

"Effective Date" means the first date on which the Offeror has taken up and paid for the Securities under the Offers.

"Eligible Institution" means a Canadian Schedule A chartered bank, a major trust company in Canada, a member of the Securities Transfer Agent Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP), or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP).

"entities", with respect to either Microcell or the Offeror, means, collectively, the affiliates, subsidiaries, associates or other Persons in which Microcell or the Offeror, as appropriate, has a direct or indirect material interest.

"Exchange Act" means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

"Exercise Price" has the meaning ascribed thereto in Section 16 of the Circular, "Summary of Microcell Rights Plan".

"Expiry Time" means, with respect to an Offer, 5:00 p.m., Toronto time, on November 5, 2004, or such later time and date, with respect to such Offer, as may be fixed by the Offeror from time to time pursuant to Section 5 of the Offers to Purchase, "Extension and Variation of the Offers".

"Flip-In Event" has the meaning ascribed thereto in Section 16 of the Circular, "Summary of Microcell Rights Plan".

"fully-diluted basis" means, with respect to the number of outstanding Shares at any time, the number of such Shares of any class that would be outstanding assuming all outstanding Options and other rights to purchase Class A Shares or Class B Shares have been exercised, including the exercise of the Warrants and the COM Canada Warrants but excluding the Rights.

"going private transaction", unless otherwise defined, has the meaning ascribed thereto in Policy Q-27.

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"GPRS" or "general packet radio service" means a packet-based wireless communication service, based on GSM communication, that offers data rates from 56 up to 115 kilobits per second and continuous connection to the Internet for mobile phone and computer users.

"GSM" or "global system for mobile communication" means a digital mobile telephone system that digitizes and compresses data, and then sends it down a channel with two other streams of user data, each in its own time slot.

"Information Agent" means Innisfree M&A Incorporated.

"Letter of Acceptance and Transmittal" means the letter of acceptance and transmittal in the form printed on blue paper, in the case of Shares, and on orange paper in the case of Warrants, accompanying the Offers to Purchase and Circular.

"Market Price" has the meaning ascribed thereto in Section 16 of the Circular, "Summary of Microcell Rights Plan".

"Material Adverse Effect" means (a) with respect to the Offeror, any change or effect having a material adverse effect on the ability of the Offeror to perform its obligations under the Support Agreement or to consummate the transactions contemplated thereby on a timely basis or (b) with respect to the Company and the Subsidiaries, any change or effect having a material adverse effect on the results of operations or financial condition of the Company and the Subsidiaries, on a consolidated basis; provided, however, that with respect to the Company and the Subsidiaries, effects relating to (i) changes in general economic or political conditions or the securities markets, (ii) changes in laws, rules, regulations or orders of any governmental entity or interpretations thereof by any governmental entity or changes in accounting rules, (iii) changes affecting generally the industries in which the Company or any of the Subsidiaries conducts business, (iv) the announcement of the transactions contemplated by the Support Agreement or other communication by the Offeror of its plans or intentions with respect to any of the businesses of the Company or any of the Subsidiaries, (v) the consummation of the transactions contemplated by the Support Agreement or any actions by the Offeror or the Company taken pursuant to the Support Agreement, (vi) any natural disaster or any acts of terrorism, sabotage, military action or war (whether or not declared) or any escalation or worsening thereof, (vii) any change in the market price or trading volume of any of the Securities, (viii) any failure by the Company to meet any earnings estimates of equity analysts, for any period, (ix) any actual or threatened litigation by any security holder, whether by way of class action, derivative proceeding or otherwise arising from allegations of breach of fiduciary duty relating to the Support Agreement or the transactions contemplated thereby or (x) any matter of which the Offeror has actual knowledge on the date hereof shall be deemed not to constitute a "Material Adverse Effect" and shall not be considered in determining whether a "Material Adverse Effect" has occurred.

"Microcell Rights Plan" means the shareholder rights plan dated as of May 1, 2003, between Microcell and Computershare Trust Company of Canada as rights agent.

"Microcell Stock Option Plan" means the stock option plan of the Company dated as of May 1, 2003, as amended or supplemented from time to time.

"Minimum Condition" means the condition set out in paragraph (a) of Section 4 of the Offers to Purchase, "Conditions of the Offers".

"Minister" means the Minister of Industry for Canada of the Department of Industry or any officer or official thereof, as the context requires.

"Non-Resident Securityholder" has the meaning ascribed thereto in Section 18 of the Circular, "Material Canadian Federal Income Tax Considerations".

"Notice of Guaranteed Delivery" means the notice of guaranteed delivery in the form printed on green paper, in the case of Shares, and on yellow paper in the case of Warrants, accompanying the Offers to Purchase and Circular.

"Offer Period" means the period commencing on September 30, 2004 and ending at the Expiry Time.

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"Offeree" has the meaning ascribed thereto in Section 7 of the Circular, "Acquisition of Securities Not Deposited — Compulsory Acquisition".

"Offeror" means Rogers Wireless Inc., a corporation governed by the laws of Canada and a wholly-owned subsidiary of RWCI.

"Offeror's Notice" has the meaning ascribed thereto in Section 7 of the Circular, "Acquisition of Securities Not Deposited — Compulsory Acquisition".

"Offers" means, collectively, the Class A Offer, the Class B Offer and the Warrant Offers, and "Offer" means any one of such offers. For greater certainty, each of the Class A Offer, the Class B Offer and the Warrant Offers is a separate offer to purchase Shares of each of those classes or Warrants, respectively, and each of the Offers may be extended, varied or changed or the conditions of each Offer may be waived without similarly extending, varying or changing any or all of the other Offers or waiving the condition or conditions of any or all of the other Offers.

"Offers to Purchase" means the offers to purchase made hereby to purchase for cash all of the issued and outstanding Class A Shares, Class B Shares, Warrants 2005 and Warrants 2008, subject to the terms and conditions set out herein.

"Offers to Purchase and Circular" means, collectively the Offers to Purchase and the Circular.

"Options" means any existing or future rights or options (other than Rights) to purchase Shares under the Microcell Stock Option Plan or otherwise.

"OSC" means the Ontario Securities Commission.

"Other Securities" has the meaning ascribed thereto in Section 3 of the Offers to Purchase, "Manner of Acceptance — Power of Attorney".

"Outside Date" means January 1, 2005, subject to the right of either the Offeror or the Company to postpone the Outside Date by 30 days if the approvals listed in the Support Agreement have not been obtained, by giving written notice to the other to such effect no later than 5:00 p.m. (Montreal time) on the date that is 15 days prior to the original Outside Date, or such other date as may be agreed to by the parties.

"partially-diluted basis" means, with respect to the number of outstanding Class B Shares at any time, the number of Class B Shares that would be outstanding assuming all outstanding options for Class B Shares and other rights to purchase Class B Shares (other than Rights) have been exercised (including the exercise of the COM Canada Warrants for Class B Shares), but not assuming the exercise of the Warrants or conversion of Class A Shares.

"PCS" or "personal communications services" means digital wireless voice, data and text messaging services. In Canada and the United States, PCS spectrum has been currently allocated for use by public systems at the 1.9 GHz frequency range.

"Permitted Bid" has the meaning ascribed thereto in Section 16 of the Circular, "Summary of Microcell Rights Plan".

"Person" includes any individual, government, governmental agency or authority, body corporate, partnership, limited partnership, limited liability company, unlimited liability company, joint venture, or any form of unincorporated entity.

"PFIC" means a passive foreign investment company for United States federal income tax purposes.

"Policy Q-27" means Policy Q-27 of the Autorité, as amended.

"Publicly Disclosed by Microcell" means disclosed by Microcell in a public filing made by it on the System for Electronic Document Analysis and Retrieval (SEDAR) or by way of a press release made through a nationally recognized news wire service prior to the date hereof, in each case.

"Purchased Securities" has the meaning ascribed thereto in Section 3 of the Offers to Purchase, "Manner of Acceptance — Power of Attorney".

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"Radiocommunication Act" means the Radiocommunication Act (Canada) and the regulations thereunder, as amended.

"RCI" means Rogers Communications Inc., a company governed by the laws of British Columbia.

"Regulations" has the meaning ascribed thereto in Section 7 of the Circular, "Acquisition of Securities Not Deposited — Subsequent Acquisition Transactions".

"Regulatory Approval Condition" means the condition set out in paragraph (b) of Section 4 of the Offers to Purchase, "Conditions of the Offers".

"Resident Securityholder" has the meaning ascribed thereto in Section 18 of the Circular, "Material Canadian Federal Income Tax Considerations".

"Rights" has the meaning ascribed thereto in the Microcell Rights Plan as described in Section 16 of the Circular, "Summary of Microcell Rights Plan".

"Rights Certificate" means the certificate(s), if any, issued by the Company pursuant to the Microcell Rights Plan evidencing Rights.

"Rule 61-501" means OSC Rule 61-501, as amended.

"RWCI" means Rogers Wireless Communications Inc., a corporation governed by the laws of Canada.

"SEC" means the United States Securities and Exchange Commission.

"Securities" means, collectively, the Shares and the Warrants.

"Securityholder" means a holder of Shares and/or Warrants.

"Separation Time" has the meaning ascribed thereto in Section 16 of the Circular, "Summary of Microcell Rights Plan".

"Shares" means, collectively, the Class A Shares and the Class B Shares.

"Soliciting Dealer" has the meaning ascribed thereto in Section 20 of the Circular, "Financial Advisor, Dealer Managers, Depositary and Information Agent".

"Soliciting Dealer Group" means the group of soliciting dealers formed by TD Securities Inc. to solicit acceptances of the Offers in Canada.

"Stock Acquisition Date" has the meaning ascribed thereto in Section 16 of the Circular, "Summary of Microcell Rights Plan".

"Subsequent Acquisition Transaction" has the meaning ascribed thereto in Section 7 of the Circular, "Acquisition of Securities Not Deposited — Subsequent Acquisition Transactions".

"Subsequent Offering Period" has the meaning ascribed thereto in Section 5 of the Offers to Purchase, "Extension and Variation of the Offers".

"Subsidiaries" means, collectively, Microcell Solutions Inc., Inukshuk Internet Inc. and Telcom Investments Inc., all wholly-owned subsidiaries of the Company, and any other subsidiary of the Company whose consolidated assets or revenues represent 5% or more of the consolidated assets or revenues, as the case may be, of the Company.

"Support Agreement" means the support agreement made as of September 19, 2004 between Microcell and RWCI, the parent of the Offeror, a summary of which is contained in Section 5 of the Circular, "Arrangements with Microcell".

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

"TSX" means the Toronto Stock Exchange.

"United States Holder" has the meaning ascribed thereto in Section 19 of the Circular, "Material United States Federal Income Tax Considerations".

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"U.S. business day" means any day other than Saturday, Sunday or a U.S. federal holiday and shall consist of the time period from 12:01 a.m. through 12:00 a.m. (Toronto time).

"Warrants" means, collectively, the Warrants 2005 and the Warrants 2008.

"Warrants 2005" means the warrants of Microcell issued and outstanding at any time during the Offer Period pursuant to the warrant indenture among Microcell and Computershare Trust Company of Canada as trustee, dated as of May 1, 2003 and amended on November 20, 2003, entitling their holders to subscribe, until May 1, 2005, for Class A Shares or Class B Shares, as the case may be, at an exercise price of $19.91 per share, subject to adjustment as provided in such warrant indenture.

"Warrants 2008" means the warrants of Microcell issued and outstanding at any time during the Offer Period pursuant to the warrant indenture among Microcell and Computershare Trust Company of Canada as trustee, dated as of May 1, 2003 and amended on November 20, 2003, entitling their holders to subscribe, until May 1, 2008, for Class A Shares or Class B Shares, as the case may be, at an exercise price of $20.69 per share, subject to adjustment as provided in such warrant indenture.

"Warrant Offers" means the offers to purchase Warrants 2005 and Warrants 2008 made hereby, the terms and conditions of which are set forth in the Offers to Purchase and Circular and the Letter of Acceptance and Transmittal for the Warrants.

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OFFERS TO PURCHASE

The accompanying Circular, which is incorporated into and forms part of the Offers, contains important information that should be read carefully before making a decision with respect to the Offers.

September 30, 2004

TO: THE HOLDERS OF SHARES AND WARRANTS OF MICROCELL

1.     The Offers

        The Offeror hereby offers to purchase, upon the terms and subject to the conditions hereinafter specified, all of the issued and outstanding Shares, including any Shares which may become outstanding after the date of the Offers upon the exercise of outstanding options, warrants or other rights (other than the Rights) to purchase Shares, and Warrants, on the basis of $35.00 for each Class A Share, $35.00 for each Class B Share, $15.79 for each Warrant 2005 and $15.01 for each Warrant 2008, in each case, net to the seller in cash, without interest.

        Holders of Shares who have deposited Shares to the Offers will be deemed to have deposited the Rights associated with such Shares. No additional payment will be made for the Rights and no amount of the consideration to be paid by the Offeror will be allocated to the Rights.

        The Offers for the Securities are made only for the Securities. A holder of any options, warrants (other than Warrants 2005 or Warrants 2008) or other rights to acquire Shares (other than the Rights which will be deemed deposited with the Shares) who wishes to accept the Offers for the Shares must, to the extent permitted by the terms of such securities and applicable law, exercise such securities in order to obtain Shares and then deposit those Shares in accordance with the Offers for the Shares. Any such exercise must be sufficiently in advance of the Expiry Time to ensure that Shares will be available for deposit no later than the Expiry Time or in sufficient time to comply with the procedures referred to in Section 3 of the Offers to Purchase, "Manner of Acceptance — Procedure for Guaranteed Delivery".

        All currency amounts expressed herein, unless otherwise indicated, are expressed in Canadian dollars.

The accompanying Circular and Letters of Acceptance and Transmittal, which are incorporated into and form part of the Offers, contain important information that should be read carefully before making a decision with respect to the Offers.

2.     Time for Acceptance

        The Offers are open for acceptance until the Expiry Time, being 5:00 p.m., Toronto time, on November 5, 2004, unless the Offers are withdrawn or extended by the Offeror. The Expiry Time may be extended at the Offeror's sole discretion pursuant to Section 5 of the Offers to Purchase, "Extension and Variation of the Offers".

3.     Manner of Acceptance

Letters of Acceptance and Transmittal

        In order for a Securityholder to validly deposit Securities to the Offers:

(a)

a Letter of Acceptance and Transmittal (which for Shares is printed on blue paper and for Warrants is printed on orange paper) in the form accompanying the Offers to Purchase and Circular or a facsimile thereof, properly completed and duly executed as required by the instructions set out in the applicable Letter of Acceptance and Transmittal (or, in the case of a book-entry transfer, an Agent's Message in lieu of the Letter of Acceptance and Transmittal), and any other documents required by the instructions set out in the applicable Letter of Acceptance and Transmittal, must be received by the Depositary, at any of the offices listed in the applicable Letter of Acceptance and Transmittal, together with either:



(i)

the certificate or certificates representing the Shares and/or Warrants in respect of which an Offer is being accepted; or

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(ii)

confirmation (a "Book-Entry Confirmation") of a book-entry transfer of such Securities into the Depositary's account at the Book-Entry Transfer Facility pursuant to the procedures set forth below,

in each case so as to be received no later than the Expiry Time; or

(b)

the depositing Securityholder must comply with the guaranteed delivery procedures described below.

        Securityholders wishing to accept an Offer must so indicate on the applicable Letter of Acceptance and Transmittal.

        The Offers will be deemed to be accepted only if the Depositary has actually received these documents no later than the Expiry Time. The signature on the applicable Letter of Acceptance and Transmittal must be guaranteed by an Eligible Institution or in some other manner acceptable to the Depositary (except that no guarantee is required for the signature of a depositing Securityholder which is an Eligible Institution) if it is signed by a Person other than the registered owner(s) of the Securities being deposited, or if the Securities not purchased are to be returned to a Person other than such registered owner(s) or sent to an address other than the address of the registered owner(s) as shown on the registers of Microcell, or if payment is to be issued in the name of a Person other than the registered owner(s) of the Securities being deposited. If a Letter of Acceptance and Transmittal is executed by a Person other than the registered holder of the Securities represented by the certificate(s) deposited therewith, then the certificate(s) must be endorsed or be accompanied by an appropriate share transfer power of attorney duly and properly completed by the registered holder, with the signature on the endorsement panel or share transfer power of attorney guaranteed by an Eligible Institution.

        Unless waived by the Offeror, holders of Shares will be deemed to deposit one Right for each Share properly deposited. If the Separation Time occurs prior to the Expiry Time and Rights Certificates are distributed by the Company to holders of Shares prior to the time that a holder's Shares are deposited pursuant to the Offers for the Shares, in order for the Shares to be validly deposited, Rights Certificates representing Rights equal in number to the number of Shares deposited must be delivered to the Depositary. If the Separation Time occurs prior to the Expiry Time and Rights Certificates are not distributed by the time that a holder of Shares deposits its Shares pursuant to the Offers for the Shares, the holder of Shares may deposit its Rights before receiving Rights Certificates by using the guaranteed delivery procedure described below. In any case, a deposit of Shares constitutes an agreement by the depositing holder of Shares to deliver Rights Certificates representing Rights equal in number to the number of Shares deposited pursuant to the Offers for the Shares to the Depositary within three business days after the date, if any, that Rights Certificates are distributed. The Offeror reserves the right to require, if the Separation Time occurs before the Expiry Time, that the Depositary receive, prior to taking up the Shares for payment pursuant to the Offers for the Shares, Rights Certificate(s) from a holder of Shares representing Rights equal in number to the Shares deposited by such holder.

Book-entry Transfer

        The Depositary will establish separate accounts with respect to the Class A Shares, Class B Shares, Warrants 2005 and Warrants 2008 at the Book-Entry Transfer Facility for purposes of the Offers within three business days after the date of the Offers and, if the Separation Time has occurred prior to the Expiry Time and Rights Certificates have been distributed to holders of Shares prior to the Expiry Time, with respect to the Rights. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make a book-entry delivery of Securities by causing the Book-Entry Transfer Facility to transfer such Securities into the Depositary's account at the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility's procedures for such transfer. However, although delivery of Securities may be effected through book-entry transfer at the Book-Entry Transfer Facility, either a Letter of Acceptance and Transmittal (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent's Message in lieu of a Letter of Acceptance and Transmittal, and any other required documents, must, in any case, be received by the Depositary, at one of its addresses listed in the Letter of Acceptance and Transmittal, no later than the Expiry Time, or the depositing Securityholder must comply with the guaranteed delivery procedure described below. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary.

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Procedure for Guaranteed Delivery

        If a holder of Securities wishes to deposit such Securities pursuant to the Offers and certificates for such Securities are not immediately available, the holder cannot complete the procedure for book-entry transfer on a timely basis, or the holder cannot deliver all other required documents to the Depositary no later than the Expiry Time, those Securities may nevertheless be deposited under the Offers provided that all of the following conditions are met:

(a)

the deposit is made by or through an Eligible Institution;



(b)

a Notice of Guaranteed Delivery (which for Shares and Rights is printed on green paper and for Warrants is printed on yellow paper) in the form accompanying the Offers to Purchase and Circular or a facsimile thereof, properly completed and duly executed, including a guarantee by an Eligible Institution in the form specified in the Notice of Guaranteed Delivery, is received by the Depositary, at the applicable address set out in the Notice of Guaranteed Delivery, no later than the Expiry Time;



(c)

the certificate(s) representing the deposited Shares or Warrants and, if the Separation Time has occurred prior to the Expiry Time and Rights Certificates have been distributed to holders of Shares prior to the Expiry Time, the certificate(s) representing the deposited Rights, each in proper form for transfer or a Book-Entry Confirmation with respect to the deposited Shares, Warrants or Rights, together with a Letter of Acceptance and Transmittal (or a facsimile thereof), properly completed and duly executed with any required signature guarantees (or, in the case of a book-entry transfer of Shares, Warrants or Rights, an Agent's Message), covering the deposited Shares, Warrants or Rights and all other documents required by the applicable Letter of Acceptance and Transmittal, are received by the Depositary at the applicable address specified in the applicable Notice of Guaranteed Delivery no later than 5:00 p.m., Toronto time, on the third trading day on the TSX after the Expiry Time; and



(d)

in the case of Rights where the Separation Time has occurred prior to the Expiry Time but Rights Certificates have not been distributed to holders of Shares prior to the Expiry Time, the certificate(s) representing the deposited Rights, in proper form for transfer or a Book-Entry Confirmation with respect to all deposited Rights, together with a Letter of Acceptance and Transmittal (or a facsimile thereof), properly completed and duly executed with any required signature guarantees (or, in the case of a book-entry transfer of Rights, an Agent's Message), covering the deposited Rights and all other documents required by the Letter of Acceptance and Transmittal, are received by the Depositary at the applicable address specified in the Notice of Guaranteed Delivery no later than 5:00 p.m., Toronto time, on the third business day after Rights Certificates are distributed to holders of Shares.

        The Notices of Guaranteed Delivery may be delivered by hand or transmitted by facsimile or mail to the Depositary at the applicable addresses set out in the Notices of Guaranteed Delivery and must include a guarantee by an Eligible Institution in the form set out in the Notices of Guaranteed Delivery. Delivery of the applicable Notice of Guaranteed Delivery and Letter of Acceptance and Transmittal and accompanying Share certificates, Rights Certificates or Warrant certificates to any office other than such offices of the Depositary does not constitute delivery for purposes of satisfying a guaranteed delivery.

General

        In all cases, payment for Shares or Warrants deposited and taken up by the Offeror will be made only after timely receipt by the Depositary of (i) the certificates representing the Shares or Warrants or book-entry transfer of Securities into the appropriate account, (ii) a Letter of Acceptance and Transmittal (or a facsimile thereof), properly completed and duly executed, covering those Shares or Warrants with the signatures guaranteed, if required, in accordance with the instructions set out in the Letter of Acceptance and Transmittal, or an Agent's Message in connection with a book-entry transfer of Securities, and (iii) any other required documents.

The method of delivery of certificates representing Shares, Warrants or Rights, the Letter of Acceptance and Transmittal and all other required documents is at the option and risk of the Person depositing the same. The Offeror recommends that all such documents be delivered by hand to the Depositary and a receipt obtained or, if mailed, that registered mail, with return receipt requested, be used and that proper insurance be obtained.

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        Holders of Shares or Warrants whose Shares or Warrants are registered in the name of a nominee should contact their broker, dealer, bank, trust company or other nominee if they wish to accept an Offer.

        All questions as to the validity, form, eligibility (including timely receipt) and acceptance of any Securities deposited pursuant to the Offers will be determined by the Offeror in its sole judgement. Depositing Securityholders agree that such determination shall be final and binding. The Offeror reserves the absolute right to reject any and all deposits which it determines not to be in proper form or which may be unlawful to accept under the laws of any applicable jurisdiction. The Offeror reserves the absolute right to waive any defects or irregularities in the deposit of any Securities. There shall be no duty or obligation on the Offeror, the Dealer Managers, any Soliciting Dealer, the Depositary or any other Person to give notice of any defects or irregularities in any deposit and no liability shall be incurred by any of them for failure to give any such notice. The Offeror's interpretation of the terms and conditions of the Offers to Purchase and Circular, the Letters of Acceptance and Transmittal and the Notices of Guaranteed Delivery will be final and binding.

Depositing Securityholders will not be obligated to pay any brokerage fee or commission or, except as otherwise provided in the Letters of Acceptance and Transmittal, stock transfer taxes with respect to the purchase of Securities by the Offeror pursuant to the Offers, if they accept the Offers by depositing their Securities directly with the Depositary or by utilizing the services of any member of the Soliciting Dealer Group to accept the Offers. If a depositing Securityholder owns Securities through a broker or other nominee and such broker or nominee deposits Securities on the Securityholder's behalf, the broker or nominee may charge a fee for performing this service. The Offeror will pay all stock transfer taxes with respect to the transfer and sale of Securities pursuant to the Offers, except if payment of the purchase price is to be made to, or if certificates for Securities not deposited or not accepted for payment are to be registered in the name of, any person other than the registered holder(s), or if deposited certificates for Securities are registered in the name of any person other than the person(s) signing the Letter of Acceptance and Transmittal, the amount of any stock transfer taxes payable on account of the transfer to such other person will be deducted from the purchase price of such Securities purchased unless evidence satisfactory to the Offeror of the payment of such taxes, or exemption therefrom, is submitted.

Power of Attorney

        The execution of a Letter of Acceptance and Transmittal, or an Agent's Message in connection with a book-entry transfer of Securities, irrevocably appoints each officer of the Depositary and each officer of the Offeror and any other Person designated by the Offeror in writing as the true and lawful agents, attorneys and attorneys-in-fact and proxies of the holder of the Shares or Warrants covered by such Letter of Acceptance and Transmittal, or on whose behalf an Agent's Message is sent, with respect to Shares or Warrants registered in the name of the holder on the books of Microcell and deposited pursuant to the Offers and purchased by the Offeror (the "Purchased Securities"), and with respect to any and all dividends (other than certain cash dividends), distributions, payments, securities, rights (including Rights), warrants, assets or other interests (collectively, "Other Securities"), which may be declared, paid, accrued, issued, distributed, made or transferred on or in respect of the Purchased Securities on or after the date of the Offers, except as otherwise indicated in Section 10 of the Offers to Purchase, "Changes in Capitalization; Dividends and Distributions; Liens".

        The power of attorney granted irrevocably upon execution of a Letter of Acceptance and Transmittal, or an Agent's Message in connection with a book-entry transfer of Securities, shall be effective on and after the Effective Date with full power of substitution and resubstitution in the name of and on behalf of such holder of Purchased Securities (such power of attorney, coupled with an interest, being irrevocable) to: (i) transfer ownership of the Purchased Securities on the account books maintained by the Book-Entry Transfer Facility, together, in any such case, with all accompanying evidence of transfer and authenticity, to or upon the order of the Offeror; (ii) register or record the transfer of Purchased Securities and Other Securities on the registers of Microcell; (iii) execute and deliver, as and when requested by the Offeror, any instruments of proxy, authorization or consent in form and on terms satisfactory to the Offeror in respect of such Purchased Securities and Other Securities, revoke any such instrument, authorization or consent or designate in such instrument, authorization or consent any Person or Persons as the proxy of such holder in respect of the Purchased Securities for all purposes including, without limitation, in connection with any meeting (whether annual, special or otherwise or any adjournment thereof) of holders of relevant securities of the Company; (iv) execute and negotiate any cheques or other instruments representing any Other Securities payable to the holder of such

17

Purchased Securities; and (v) exercise any rights of a holder of Purchased Securities and Other Securities with respect to such Purchased Securities and Other Securities, all as set forth in the Letter of Acceptance and Transmittal.

        A holder of Shares or Warrants who executes a Letter of Acceptance and Transmittal, or on whose behalf an Agent's Message is sent, also agrees, effective on and after the Effective Date, not to vote any of the Purchased Securities or Other Securities at any meeting (whether annual, special or otherwise or any adjournment thereof) of holders of Shares or Warrants or holders of Other Securities and not to exercise any or all of the other rights or privileges attached to the Purchased Securities or Other Securities and agrees to execute and deliver to the Offeror any and all instruments of proxy, authorizations or consents, in form and on terms satisfactory to the Offeror, in respect of all or any of the Purchased Securities or Other Securities, and to designate in such instruments of proxy the Person or Persons specified by the Offeror as the proxy or the proxy nominee or nominees of the holder in respect of the Purchased Securities or Other Securities. Upon such appointment, all prior proxies given by the holder of such Purchased Securities or Other Securities with respect thereto shall be revoked and no subsequent proxies may be given by such Person with respect thereto.

Further Assurances

        A holder of Shares or Warrants accepting an Offer covenants under the terms of the applicable Letter of Acceptance and Transmittal to execute, upon request of the Offeror, any additional documents, transfers and other assurances as may be necessary or desirable to complete the sale, assignment and transfer of the Purchased Securities or Other Securities to the Offeror and acknowledges that all authority therein conferred or agreed to be conferred may be exercised during any subsequent legal incapacity of such holder and shall, to the extent permitted by law, survive the death or incapacity, bankruptcy or insolvency of the holder and all obligations of the holder therein shall be binding upon the heirs, personal representatives, successors and assigns of such holder.

Depositing Securityholders' Representations and Warranties

        The acceptance of an Offer pursuant to the procedures set forth above constitutes an agreement between a depositing holder of Shares or Warrants and the Offeror in accordance with the terms and conditions of the applicable Offer. This agreement includes a representation and warranty by the depositing holder of Shares or Warrants that: (i) the person signing the Letter of Acceptance and Transmittal or submitting the Agent's Message, as applicable, has full power and authority to deposit, sell, assign and transfer the deposited Securities and any Other Securities being deposited; (ii) the person signing the Letter of Acceptance and Transmittal or submitting the Agent's Message, as applicable, or the Person on whose behalf the deposited Securities (and Other Securities) are being deposited owns (including, without limitation, within the meaning of Rule 14e-4 under the Exchange Act) the deposited Securities that are being deposited (and any Other Securities); (iii) the deposited Securities and Other Securities have not been sold, assigned or transferred, nor has any agreement been entered into to sell, assign or transfer any of the deposited Securities and Other Securities, to any other Person; (iv) the deposit of the deposited Securities and Other Securities complies with applicable laws (including with Rule 14e-4 under the Exchange Act); and (v) when the deposited Securities and Other Securities are taken up and paid for by the Offeror, the Offeror will acquire good title thereof, free and clear of all liens, restrictions, charges, encumbrances, claims and rights of others.

4.     Conditions of the Offers

Conditions of the Class A Offer

        Notwithstanding any other provision of the Offers and subject to applicable law, the Offeror shall have the right to withdraw the Class A Offer and not take up and pay for, or extend the period of time during which the Class A Offer is open for acceptance and postpone taking up and paying for, any Class A Shares deposited

18

under the Class A Offer unless each of the following conditions is satisfied or waived by the Offeror prior to the Expiry Time:

(a)

there shall have been validly deposited and not withdrawn, at the expiry of the Offers:



(i)

such number of Class A Shares which represents at least 66²/3% of the Class A Shares outstanding;



(ii)

such number of Class B Shares which represents at least 66²/3% of the Class B Shares on a partially-diluted basis; and



(iii)

such number of Securities which represents at least 66²/3% of the Shares on a fully-diluted basis;



(b)

Competition Act Clearance and the approval by the Minister of Industry of the change of control of Microcell and its Subsidiaries in respect of the spectrum licenses held by Microcell and/or its Subsidiaries shall have been obtained or concluded, or in the case of waiting or suspensory periods, expired or been terminated or waived, each on terms and conditions satisfactory to the Offeror, acting reasonably;



(c)

no act, action, suit or proceeding shall have been taken before or by any domestic or foreign court or tribunal or governmental agency or department or other regulatory authority or administrative agency or commission or by any elected or appointed public official or private person (including any individual, corporation, firm, group or other entity) in Canada or elsewhere which has a Material Adverse Effect;



(d)

there shall not exist any prohibition at law, including a cease trade order, injunction or other prohibition or order at law or under applicable legislation, against the Offeror making or maintaining the Offers or taking up and paying for Securities deposited under the Offers or completing a Compulsory Acquisition or any Subsequent Acquisition Transaction;



(e)

there shall not have occurred (or if there shall have occurred prior to the commencement of the Offers, there shall not have been generally disclosed or disclosed as part of the Data Room Information or the Offeror shall not otherwise be aware of) any change having a Material Adverse Effect;



(f)

the Company shall not have breached any of its covenants or other agreements set out in the Support Agreement or where such breach occurred, it shall have been cured within 15 days after written notice of such breach was given to the Company by the Offeror (See Section 5 of the Circular, "Arrangements with Microcell — Representations, Warranties and Covenants of Microcell");



(g)

all of the representations and warranties of the Company made in or under the Support Agreement shall be true and correct (for representations or warranties qualified as to materiality, true and correct in all respects, and for all other representations and warranties, true and correct in all material respects) as of the Effective Date and with the same effect as if made at and as of the Effective Date (except to the extent such representations and warranties speak solely of an earlier date, in which event such representations and warranties shall have been true and correct as of such earlier date, and except as such representations and warranties may be affected by the occurrence of events or transactions expressly contemplated and permitted by the Support Agreement) and the Offeror shall have received a certificate to that effect of the Company signed by the chief executive and chief financial officers on its behalf without personal liability, dated as of the Effective Date (See Section 5 of the Circular, "Arrangements with Microcell — Representations, Warranties and Covenants of Microcell"); and



(h)

there shall have not occurred and be continuing a material adverse change or disruption in the financial, banking or capital markets generally that prevents or makes impractical the funding of the Offeror's credit facilities for the financing of the Offers from parties dealing at arms' length with the Offeror.

        The foregoing conditions are for the exclusive benefit of the Offeror and may be asserted by the Offeror regardless of the circumstances giving rise to such assertion, including any action or inaction by the Offeror, or, subject to the terms of the Support Agreement, may be waived by the Offeror in whole or in part, at any time and from time to time, prior to the Expiry Time without prejudice to any other rights which the Offeror may have. See Section 5 of the Circular, "Arrangements with Microcell". Each of the foregoing conditions is

19

independent of and in addition to each other of such conditions and may be asserted irrespective of whether any other of such conditions may be asserted in connection with any particular event, occurrence or state of facts or otherwise. The failure by the Offeror at any time prior to the Expiry Time to exercise any of the foregoing rights will not be deemed a waiver of any such right and each such right will be deemed an ongoing right which may be asserted by the Offeror at any time and from time to time prior to the Expiry Time. Any determination by the Offeror concerning any event or other matter described in the foregoing conditions will be final and binding upon all parties.

Conditions of the Class B Offer and the Warrant Offers

        Notwithstanding any other provision of the Offers and subject to applicable law, the Offeror has the right to withdraw any of the Class B Offer and the Warrant Offers and not take up and pay for, or extend the period of time during which the Class B Offer and the Warrant Offers are open for acceptance and postpone taking up and paying for, any Class B Shares or Warrants deposited under the Class B Offer and the Warrant Offers, unless, at the Expiry Time, Class A Shares have previously been purchased pursuant to the Class A Offer or are then being purchased under the Class A Offer.

        The foregoing condition to the Class B Offer and Warrant Offers is for the exclusive benefit of the Offeror and may be asserted by the Offeror regardless of the circumstances giving rise to such assertion, including any action or inaction by the Offeror, or, subject to the terms of the Support Agreement, may be waived by the Offeror at any time and from time to time, prior to the Expiry Time, without prejudice to any other rights which the Offeror may have. See Section 5 of the Circular, "Arrangements with Microcell". The failure by the Offeror at any time prior to the Expiry Time to exercise any of the foregoing rights will not be deemed a waiver of any such right and each such right will be deemed an ongoing right which may be asserted by the Offeror at any time and from time to time prior to the Expiry Time. Any determination by the Offeror concerning any event or other matter described in the foregoing condition will be final and binding upon all parties.

General

        Any waiver of a condition in respect of one or more Offers or the withdrawal of one or more Offers shall be effective upon written notice, or other communication confirmed in writing by the Offeror to that effect, to the Depositary at its principal office in Toronto, Ontario, Canada. Forthwith after giving any such notice, the Offeror will make a public announcement of such waiver or withdrawal, cause the Depositary, if required by law, as soon as practicable thereafter to notify the Securityholders in the manner set forth in Section 11 of the Offers to Purchase, "Notices and Delivery", and provide a copy of the aforementioned public announcement to the TSX. If one or more Offers are withdrawn, the Offeror shall not be obligated to take up or pay for any Shares or Warrants deposited under the applicable Offer(s), and the Depositary will promptly return all certificates representing deposited Shares or Warrants, Letters of Acceptance and Transmittal, Notices of Guaranteed Delivery and related documents in its possession to the parties by whom they were deposited at the Offeror's expense. See Section 8 of the Offers to Purchase, "Return of Deposited Securities".

5.     Extension and Variation of the Offers

        The Offers are open for acceptance until the Expiry Time unless the Offers are withdrawn by the Offeror.

        Subject as hereinafter described, the Offeror expressly reserves the right, in its sole judgement, at any time and from time to time during the Offer Period or at any other time if permitted by applicable law, to extend the Offer Period for an Offer or to vary any of the Offers by giving written notice, or other communication confirmed in writing, of such extension or variation to the Depositary at its principal office in Toronto, Ontario, Canada, and by causing the Depositary as soon as practicable thereafter to communicate such notice to all holders of Shares and/or Warrants that have not been taken up prior to the extension or variation in the manner set forth in Section 11 of the Offers to Purchase, "Notices and Delivery". The Offeror will, as soon as practicable after giving notice of an extension or variation to the Depositary, make a public announcement of the extension or variation, such announcement in the case of an extension to be disseminated no later than 9:00 a.m., Toronto time, on the next business day after the previously scheduled Expiry Time, and will provide a copy of the notice to the TSX. Any notice of extension or variation will be deemed to have been given and be effective at the time

20

on the day on which it is delivered or otherwise communicated to the Depositary at its principal office in Toronto, Ontario, Canada. Notwithstanding the foregoing, but subject to applicable law, an Offer may not be extended by the Offeror if all of the terms and conditions of the Offer, except those waived by the Offeror, have been fulfilled or complied with, unless the Offeror first takes up all Shares or Warrants validly deposited under such Offer and not withdrawn.

        Where the terms of an Offer are varied (other than a variation consisting solely of a waiver of condition of the Offer), the Offer Period for the Offer will not expire before ten days after the notice of such variation has been delivered to the applicable Securityholders unless otherwise permitted by applicable law and subject to abridgement or elimination of that period pursuant to such orders as may be granted by Canadian courts or applicable securities regulatory authorities. Notwithstanding the foregoing, if the Offeror makes a material change in the terms of an Offer or the information concerning an Offer, or if it waives a material condition of an Offer, the Offeror will disseminate additional offer materials and extend the Offer to the extent required by Rules 14d-4(d), 14d-6(c) and 14e-1 under the Exchange Act. Under the Exchange Act, the minimum period during which an offer must remain open following material changes in the terms of such offer, other than a change in consideration offered, percentage of securities sought or inclusion of or changes to a dealer's soliciting fee, will depend upon the facts and circumstances, including the materiality, of the changes. Generally, in the SEC's view, an offer should remain open for a minimum of five U.S. business days from the date the material change is first published, sent or given to securityholders and, if material changes are made with respect to information that approaches the significance of consideration offered, percentage of securities sought or a dealer's soliciting fee, a minimum of ten U.S. business days is required to allow for adequate dissemination of information to securityholders and investor response. Accordingly, if prior to the Expiry Time the Offeror decreases the number of any class or series of Securities being sought, increases or decreases the consideration offered pursuant to an Offer or increases or decreases a dealer's soliciting fee, and if such Offer is scheduled to expire at any time earlier than the tenth U.S. business day from the date that notice of such increase or decrease is first published, sent or given to Securityholders, such Offer will be extended at least until the expiration of such tenth U.S. business day. The requirement to extend the Offers will not apply to the extent that the number of U.S. business days remaining between the occurrence of the change and the then-scheduled Expiry Time equals or exceeds the minimum extension period that would be required because of such amendment.

        If at any time before the Expiry Time, or at any time after the Expiry Time but before the expiry of all rights of withdrawal with respect to the Offers, a change occurs in the information contained in the Offers to Purchase and Circular, as amended from time to time, that would reasonably be expected to affect the decision of a holder of Shares or Warrants to accept or reject an Offer (other than a change that is not within the control of the Offeror or of an affiliate of the Offeror), the Offeror will give written notice of such change to the Depositary at its principal office in Toronto, Ontario, Canada, and will cause the Depositary to provide as soon as practicable thereafter a copy of such notice in the manner set forth in Section 11 of the Offers to Purchase, "Notices and Delivery" to all holders of Shares or Warrants whose Shares or Warrants have not been taken up pursuant to the Offer at the date of the occurrence of the change, if required by applicable law. The Offeror will as soon as practicable after giving notice of a change in information to the Depositary make a public announcement of the change in information and provide a copy of the public announcement to the TSX. Any notice of change in information will be deemed to have been given and to be effective on the day on which it is delivered or otherwise communicated to the Depositary at its principal office in Toronto, Ontario, Canada.

        If, prior to the Expiry Time, the Offeror should increase the offer consideration in its sole discretion, such increase will be applicable to all Securityholders whose Securities are accepted for payment pursuant to the Offers, whether or not such Securities were deposited prior to the amendment or the increase in consideration.

        During any such extension or in the event of any such variation or change in information, all Shares or Warrants deposited and not taken up or withdrawn will remain subject to the Offers and may be taken up by the Offeror in accordance with the terms of the Offers, subject to Section 6 of the Offers to Purchase, "Withdrawal of Deposited Securities". An extension of the Offer Period for an Offer, a variation of an Offer or a change to information does not constitute a waiver by the Offeror of its rights under Section 4 of the Offers to Purchase, "Conditions of the Offers".

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Subsequent Offering Period

        Pursuant to Rule 14d-11 under the Exchange Act, the Offeror, subject to the conditions listed below, may elect to make available a subsequent offering period by extending one or more of the Offers on one occasion for a period of at least three U.S. business days and not to exceed 20 U.S. business days (the "Subsequent Offering Period") following the Expiry Time. Pursuant to such rule, the Offeror may include a Subsequent Offering Period with respect to one or more of the Offers so long as:

•

such Offer was open for at least 20 U.S. business days and has expired;



•

such Offer was for all outstanding Shares or Warrants of the classes or series that are the subject of such Offer;



•

the Offeror immediately takes up and promptly pays for all Shares or Warrants deposited during such Offer;



•

the Offeror announces the results of such Offer, including the approximate number and percentage of Shares or Warrants deposited, no later than 9:00 a.m., Toronto time, on the next U.S. business day after the Expiry Time and immediately begins the Subsequent Offering Period;



•

the Offeror immediately takes up and promptly pays for Shares or Warrants as they are deposited during the Subsequent Offering Period with respect to such Offer; and



•

the Offeror pays the same form and amount of consideration for all Shares or Warrants deposited during the Subsequent Offering Period with respect to such Offer.

        A Subsequent Offering Period, if one is included, does not constitute an extension of the applicable Offer for purposes of the Exchange Act, although it may constitute an extension of the applicable Offer under Canadian securities laws. For purposes of the Exchange Act, a Subsequent Offering Period is an additional period of time beginning on the day after the Expiry Time during which Securityholders may deposit Shares or Warrants not deposited during such Offer. For purposes of applicable Canadian securities laws, a Subsequent Offering Period is an additional period of time by which the applicable Offer is extended, following the satisfaction or waiver of all conditions of such Offer and the take-up of all Shares or Warrants then deposited under such Offer, and during which period Securityholders may deposit Shares or Warrants not deposited prior to the commencement of the Subsequent Offering Period with respect to such Offer. The Offeror does not currently intend to include a Subsequent Offering Period with respect to any of the Offers, although it reserves the right to do so in its sole discretion. If the Offeror elects to include a Subsequent Offering Period with respect to an Offer, for purposes of applicable United States federal securities laws, it will include a statement of its intention to do so in the press release announcing the results of such Offer disseminated no later than 9:00 a.m., Toronto time, on the next business day after the previously scheduled Expiry Time. For purposes of applicable Canadian securities laws, the Offeror will provide a written notice of extension of such Offer with respect to the implementation of the Subsequent Offering Period, including the period during which such Offer will be open for acceptance, to the Depositary and will cause the Depositary to provide as soon as practicable thereafter a copy of such notice in the manner set forth in Section 11 of the Offers to Purchase, "Notices and Delivery" to all holders of Shares or Warrants that have not been taken up pursuant to the applicable Offer at the date of the extension. The same form and amount of consideration will be paid to holders depositing Shares or Warrants during the Subsequent Offering Period, if one is included, as would have been paid prior to the commencement of such period. Notwithstanding the provisions of United States federal securities laws relating to subsequent offering periods, the Offeror will permit withdrawal of deposited Shares or Warrants during any Subsequent Offering Period, if there is one, at any time prior to such Shares or Warrants being purchased by the Offeror under an Offer. Subject to the following sentence, the Expiry Time with respect to a subsequent Offer shall be 9:00 p.m., Toronto time, on the last day of the Subsequent Offering Period, unless determined otherwise pursuant to the provisions of this Section 5. The foregoing sentence will not limit the requirement that the conditions to the Offers set forth in Section 4 of the Offers to Purchase, "Conditions of the Offers", be satisfied or waived prior to the initial Expiry Time, which will be before the commencement of the Subsequent Offering Period. If the consideration being offered for the Shares or Warrants under an Offer is increased, the increased consideration will be paid to all depositing holders of Shares or Warrants whose Shares or Warrants are taken up under the Offer without regard to when such Shares or Warrants are taken up under the Offer by the Offeror.

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        Under applicable Canadian securities laws, a Subsequent Offering Period must be open for at least ten calendar days from the date of notice of extension referred to above. As a result, to comply with the applicable laws of Canada and the Exchange Act, if the Offeror elects to make a Subsequent Offering Period available with respect to an Offer, the Subsequent Offering Period will be open for at least ten calendar days from the date of notice of extension and will not exceed 20 U.S. business days from the Expiry Time. The Offeror will promptly take up and pay for all Shares or Warrants validly deposited during the Subsequent Offering Period with respect to an Offer.

6.     Withdrawal of Deposited Securities

        Except as otherwise stated in this Section 6 and subject to applicable law, all deposits of Shares and Warrants pursuant to the Offers are irrevocable. Any Shares or Warrants deposited in acceptance of these Offers may be withdrawn by or on behalf of the depositing holder of Shares or Warrants:

(a)

at any time when the Securities have not been taken up by the Offeror;



(b)

at any time before the expiration of ten days from the date of a notice of change or variation to one or more of the Offers; provided, however, that this right of withdrawal will not apply (i) where the Securities have been taken up by the Offeror at the date of such notice, (ii) where a variation of the terms of one or more of the Offers consists solely of an increase in the consideration offered for the Securities and the period during which Securities may be deposited pursuant to the Offer(s) is not extended for more than ten days, or (iii) where a variation of the terms of one or more of the Offers consists solely of the waiver of a condition to such Offer(s);



(c)

if the Securities have not been paid for by the Offeror within three business days after having been taken up; or



(d)

as required by the Exchange Act, at any time after November 28, 2004, provided that the Shares or Warrants have not been accepted for payment by the Offeror prior to the receipt by the Depositary of the notice of withdrawal in respect of such Shares or Warrants.

        Withdrawals of Securities deposited under the Offers must be effected by notice of withdrawal made by or on behalf of the depositing holder of Shares or Warrants, as the case may be, by whom or on whose behalf such Shares or Warrants were deposited, and such notice must be actually received by the Depositary at the place of deposit of the applicable Shares or Warrants within the time limits indicated above. A notice of withdrawal must: (i) be made by a method, including facsimile transmission, that provides the Depositary with a written or printed copy; (ii) be signed by the person who signed the Letter of Acceptance and Transmittal accompanying, or the Notice of Guaranteed Delivery in respect of, the Shares or Warrants which are to be withdrawn; and (iii) specify such person's name, the number of Shares or Warrants to be withdrawn, the name of the registered holder and the certificate number shown on each certificate representing the Shares or Warrants to be withdrawn. If Securities have been deposited pursuant to the procedures for book-entry transfer as set forth in Section 3 of the Offers to Purchase, "Manner and Acceptance — Book-entry Transfer", such notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Securities. The withdrawal will take effect upon receipt by the Depositary of the properly completed notice of withdrawal. For the purpose of obtaining physical possession of the deposited Share or Warrant certificates so withdrawn, the signature on the notice of withdrawal must be guaranteed by an Eligible Institution in the same manner as in a Letter of Acceptance and Transmittal (as described in the instructions set out in such letter), except in the case of Shares or Warrants deposited for the account of an Eligible Institution.

        Withdrawals may not be rescinded and any Securities withdrawn will thereafter be deemed to be not validly deposited for purposes of the Offers. However, withdrawn Securities may be redeposited no later than the Expiry Time by again following one of the procedures described in Section 3 of the Offers to Purchase, "Manner of Acceptance". Once the Offeror takes up the deposited Securities for payment upon the expiration of the Offers (including the expiration of any extension thereof), Securityholders will no longer be able to withdraw them, except in accordance with applicable law.

        The ability of the Offeror to delay the payment for Securities that the Offeror has taken up is limited by Rule 14e-1(c) under the Exchange Act, which requires that a bidder pay the consideration offered or return the

23

securities deposited by or on behalf of securityholders promptly after the termination or withdrawal of such bidder's offer, unless such bidder elects to offer a Subsequent Offering Period and pays for the securities deposited during the subsequent offering period in accordance with Rule 14d-11 under the Exchange Act. The Depositary, on behalf of the Offeror, is bound by Rule 14e-1(c) under the Exchange Act in retaining Securities under these circumstances.

        Under the Support Agreement, the Offeror is also required to take up and pay for the Securities deposited under the Offers within two business days of the first date on which the Offeror is permitted to do so under applicable securities laws.

        Notwithstanding the provisions of United States federal securities laws relating to subsequent offering periods, the Offeror will permit withdrawal of deposited Securities during any Subsequent Offering Period, if there is one, at any time prior to such Securities being purchased by the Offeror.

        In addition to the foregoing rights of withdrawal, Securityholders in certain provinces of Canada are entitled to statutory rights of rescission or to damages, or both, in certain circumstances. See Section 22 of the Circular, "Offerees' Statutory Rights".

        All questions as to the validity (including timely receipt) and form of notices of withdrawal will be determined by the Offeror in its sole discretion, and such determination will be final and binding. None of the Offeror, the Depositary, the Dealer Managers, a Soliciting Dealer, the Information Agent or any other Person will be under any duty to give notice of any defect or irregularity in any notice of withdrawal or shall incur any liability for failure to give such notice.

7.     Take Up of and Payment for Deposited Securities

        Upon the terms and subject to the conditions of the Offers (including, if the Offers are extended or amended, the terms and conditions of any such extension or amendment), the Offeror will take up Securities validly deposited under the Offers and not withdrawn prior to the Expiry Time pursuant to Section 6 of the Offers to Purchase, "Withdrawal of Deposited Securities", promptly following the Expiry Time and, after such take up, will promptly pay for the Securities taken up pursuant to applicable law. The Offeror will promptly take up and pay for all Securities validly deposited under the Offers and not withdrawn during any Subsequent Offering Period.

        For purposes of the Offers, the Offeror will be deemed to have taken up and accepted for payment Securities validly deposited under the Offers and not withdrawn as, if and when the Offeror gives written notice or other communication confirmed in writing to the Depositary to that effect at its principal office in Toronto, Ontario, Canada.

        Subject to applicable law, including Rule 14e-1(c) under the Exchange Act, which requires that the Offeror pay the consideration offered or return the applicable Securities deposited by or on behalf of Securityholders promptly after the termination of one or more of the Offers or withdrawal of the applicable Securities, the Offeror expressly reserves the right, in its sole discretion, to delay or otherwise refrain from taking up and paying for any Shares or Warrants or to terminate one or more Offers and not take up or pay for any Shares or Warrants if any condition specified in Section 4 of the Offers to Purchase, "Conditions of the Offers", in respect of such Offer is not satisfied or waived by the Offeror, by giving written notice thereof, or other communication confirmed in writing, to the Depositary at its principal office in Toronto, Ontario, Canada. Subject to compliance with Rule 14e-1(c) under the Exchange Act, the Offeror also expressly reserves the right, in its sole discretion and notwithstanding any other condition of the Offers, to delay taking up and paying for any Shares or Warrants deposited under the Offers in order to comply, in whole or in part, with any applicable governmental regulatory approvals or clearances. See Section 4 of the Offers to Purchase, "Conditions of the Offers", and Section 17 of the Circular, "Regulatory Matters". If, for any reason whatsoever, the take-up of any Securities deposited pursuant to the Offers is delayed, or the Offeror is unable to take up Securities deposited pursuant to the Offers, then, without prejudice to the Offeror's other rights under the Offers, the Depositary may, nevertheless, on behalf of the Offeror, retain the deposited Securities, except to the extent that the depositing Securityholders exercise withdrawal rights as described in Section 6 of the Offers to Purchase, "Withdrawal of Deposited Securities". The Offeror will not, however, take up and pay for any Shares or Warrants deposited under an Offer

24

unless it simultaneously takes up and pays for all Shares or Warrants then validly deposited under such Offer and not withdrawn.

        The Offeror will pay for Securities validly deposited under the Offers and not withdrawn by providing the Depositary with sufficient funds (by bank transfer or other means satisfactory to the Depositary) for transmittal to depositing Securityholders. The Depositary will act as the agent of Persons who have deposited Securities in acceptance of the Offers for the purposes of receiving payment from the Offeror and transmitting payment to such Persons, and receipt of payment by the Depositary shall be deemed to constitute receipt thereof by Persons depositing Securities. Under no circumstances will interest accrue or be paid by the Offeror or the Depositary to Persons depositing Securities on the purchase price of Securities purchased by the Offeror, regardless of any delay in making such payment.

        Settlement with each Securityholder who has validly deposited Securities and not withdrawn Securities under the Offers will be made by the Depositary forwarding a cheque payable in Canadian funds to each such Securityholder representing the cash payment for such Securities to which such Securityholder is entitled, unless the payment to be made is greater than $25 million in which case the payment will be made by electronic funds transfer. Unless otherwise directed in the Letter of Acceptance and Transmittal, the cheque will be issued in the name of the registered holder of deposited Securities. Unless the Person depositing Securities instructs the Depositary to hold the cheque for pick-up by checking the appropriate box in the Letter of Acceptance and Transmittal, the cheque will be forwarded by first class mail to such Person at the address specified in the Letter of Acceptance and Transmittal. If no address is specified, cheques will be forwarded to the address of the holder as shown on the Share register or Warrant register maintained by or on behalf of the Company. Cheques mailed in accordance with this paragraph will be deemed to have been delivered at the time of mailing.

8.     Return of Deposited Securities

        If, for any reason, any deposited Securities are not taken up and paid for pursuant to the terms and conditions of the Offers or if certificates are submitted for more Shares or Warrants than are deposited, certificates for Shares or Warrants that are not purchased will be returned or, in the case of Shares or Warrants delivered pursuant to the book-entry transfer procedures set forth in Section 3 of the Offers to Purchase, "Manner of Acceptance", such Shares or Warrants will be credited to an account maintained within the Book-Entry Transfer Facility, without expense to the depositing holder of Shares or Warrants, promptly following the Expiry Time or withdrawal and early termination of the relevant Offer. Unless otherwise directed in the Letter of Acceptance and Transmittal, certificates representing unpurchased Shares or Warrants will be forwarded to the address of the registered owner as shown on the Share register or Warrant register maintained by or on behalf of Microcell.

9.     Mail Service Interruption

        Notwithstanding the provisions of the Offers to Purchase and Circular, the Letters of Acceptance and Transmittal or the Notices of Guaranteed Delivery, cheques, Share and Warrant certificates and any other relevant documents will not be mailed if the Offeror determines that delivery thereof by mail may be delayed. Persons entitled to cheques, Share and Warrant certificates and any other relevant documents which are not mailed for the foregoing reason may take delivery thereof at the office of the Depositary to which the deposited certificates for Shares and Warrants were delivered until such time as the Offeror has determined that delivery by mail will no longer be delayed. The Offeror will provide notice of any determination not to mail under this Section 9 as soon as reasonably practicable after the making of such determination and in accordance with Section 11 of the Offers to Purchase, "Notices and Delivery". Notwithstanding Section 7 of the Offers to Purchase, "Take Up of and Payment for Deposited Securities", cheques, certificates or other relevant documents not mailed for the foregoing reason will be conclusively deemed to have been mailed on the first day upon which they are available for delivery to the depositing holder of Shares or Warrants at the appropriate office of the Depositary.

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10.   Changes in Capitalization; Dividends and Distributions; Liens

        If, on or after the date of the Offers, the Company should divide, combine, reclassify, consolidate, convert or otherwise change any of the Securities or its capitalization, or should disclose that it has taken or intends to take any such action, then the Offeror may, in its sole discretion and without prejudice to its rights under Section 4 of the Offers to Purchase, "Conditions of the Offers", make such adjustments as it deems appropriate to reflect such division, combination, reclassification, consolidation, conversion or other change in the purchase price or other terms of the Offers (including, without limitation, the type of securities offered to be purchased and the consideration payable therefor).

        Securities acquired pursuant to the Offers must be transferred by the holder of Shares or Warrants and acquired by the Offeror free and clear of all liens, restrictions, charges, encumbrances, security interests, claims and equities or rights of others of any nature or kind whatsoever and together with all rights and benefits arising therefrom, including (subject to the payment of dividends as described below) the right to all: (i) Other Securities which may be declared, paid, issued, accrued, distributed, made or transferred on or after the date of the Offers on in respect of the Shares or Warrants; and (ii) Rights, whether or not separated from the Shares.

        If, on or after the date of the Offers, the Company should declare or pay any dividend or declare, make or pay any other distribution or payment on or declare, allot, reserve or issue any securities, rights or other interests with respect to any class of Shares or series of Warrants, that is payable or distributable to the holders of such class of Shares or series of Warrants on a record date that precedes the date of transfer of such Shares or Warrants into the name of the Offeror or its nominees or transferees on the Share register or Warrant register maintained by or on behalf of the Company in respect of Shares or Warrants accepted for purchase pursuant to one or more of the Offers, then, without prejudice to the Offeror's rights under Section 4 of the Offers to Purchase, "Conditions of the Offers": (a) in the case of cash dividends, distributions or payments, the amount of the dividends, distributions or payments shall be received and held by the depositing Securityholders for the account of the Offeror until the Offeror pays for such Shares or Warrants, and to the extent that such dividends, distributions or payments do not exceed the cash purchase price per Share or Warrant payable by the Offeror pursuant to the Offers, the cash purchase price per Share or Warrant, as the case may be, pursuant to the Offers will be reduced by the amount of any such dividend, distribution or payment; (b) in the case of non-cash dividends, distributions, payments, rights or other interests, the whole of any such non-cash dividend, distribution, payment, right or other interest shall be received and held by the depositing Securityholders for the account of the Offeror and must be promptly remitted and transferred by the depositing Securityholders to the Depositary for the account of the Offeror, accompanied by appropriate documentation of transfer; and (c) in the case of any cash dividends, distributions or payments in an amount that exceeds the cash purchase price per Share or Warrant, as the case may be, the whole of any such cash dividend, distribution or payment shall be received and held by the depositing Securityholders for the account of the Offeror and shall be required to be promptly remitted and transferred by the depositing Securityholders to the Depositary for the account of the Offeror, accompanied by appropriate documentation of transfer. In the event of any reduction in the amount paid per Share or Warrant under the Offers resulting from a cash dividend, distribution or payment as described above, the Offers will be extended, if necessary, in accordance with Section 5 of the Offers to Purchase, "Extension and Variation of the Offers" such that not less than ten business days remain before the Offers expire.

        Pending such remittance, the Offeror will be entitled to all rights and privileges as owner of any such dividend, distribution, payment, right or other interest and may withhold the entire purchase price payable by the Offeror pursuant to the Offers or deduct from the purchase price payable by the Offeror pursuant to the Offers the amount or value of the dividend, distribution, payment, right or other interest, as determined by the Offeror in its sole discretion. The declaration or payment of any such dividend or distribution may have tax consequences not discussed under "Material Canadian Federal Income Tax Considerations" or "Material United States Federal Income Tax Considerations" in Sections 18 and 19 of the Circular, respectively.

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11.   Notices and Delivery

        Except as otherwise provided in the Offers, any notice to be given by the Offeror or the Depositary pursuant to the Offers will be deemed to have been properly given if it is in writing and is mailed by first class mail to Securityholders at their respective addresses as shown on the Share register and Warrant register maintained by or on behalf of the Company in respect of the Shares and Warrants and will be deemed to have been received on the first business day following the date of mailing. For this purpose, "business day" means any day other than a Saturday, Sunday or statutory holiday in the jurisdiction to which the notice is mailed. These provisions apply notwithstanding any accidental omission to give notice to any one or more Securityholders and notwithstanding any interruption of, or delay in, mail services in Canada or in the United States following mailing. In the event of any interruption of or delay in mail service in Canada or the United States following mailing, the Offeror intends to make reasonable efforts to disseminate notice by other means, such as publication. Except as otherwise required or permitted by law, in the event of any interruption of or delay in mail services following mailing, or if post offices in Canada are not open for the deposit of mail, any notice which the Offeror or the Depositary may give or cause to be given under the Offers will be deemed to have been properly given and to have been received by Securityholders if a summary of the material facts thereof (i) is given to the TSX for dissemination through its facilities, (ii) is published once in the National Edition of The Globe and Mail or The National Post, together with La Presse, or (iii) is given to the Dow Jones News Wire Service.

        The Offers to Purchase and Circular (together with the Letters of Acceptance and Transmittal and Notices of Guaranteed Delivery) will be mailed to Securityholders or made in such other manner as is permitted by applicable regulatory authorities and the Offeror will use its reasonable efforts to furnish such documents to brokers, banks and similar Persons whose names, or the names of whose nominees, appear on the Securityholder lists or, if applicable, who are listed as participants in a clearing agency's security position listing, for subsequent transmission to beneficial owners of Securities when such list or listing is received.

Whenever the Offers call for documents to be delivered to the Depositary, such documents will not be considered delivered unless and until they have been physically received at one of the addresses listed for the Depositary in the Letters of Acceptance and Transmittal or Notices of Guaranteed Delivery, as applicable. Whenever the Offers call for documents to be delivered to a particular office of the Depositary, such documents will not be considered delivered unless and until they have been physically received at that particular office at the address listed in the Letters of Acceptance and Transmittal or Notices of Guaranteed Delivery, as applicable.

12.   Market Purchases

        None of the Offeror or its affiliates will bid for or make purchases of Securities during the currency of the Offers other than Securities deposited to the Offers or other than as described in the next following paragraph.

        Subject to compliance with applicable securities laws, the Offeror reserves the right to make or enter into an arrangement, commitment or understanding prior to the Expiry Time to sell after the Expiry Time any Securities taken up and paid for under the Offers although the Offeror has no current intention to do so.

13.   Other Terms of the Offers

        The Offeror reserves the right to transfer or assign, in whole or from time to time in part, to one or more of its entities, the right to purchase all or any portion of the Securities deposited pursuant to the Offers, but any such transfer or assignment will not relieve the Offeror of its obligations under the Offers and will in no way prejudice the rights of Persons depositing Securities to receive prompt payment for Securities validly deposited and taken up pursuant to the Offers.

No broker, dealer or other Person (including the Dealer Managers, any member of the Soliciting Dealer Group, the Information Agent or the Depositary) has been authorized to give any information or to make any representation or warranty on behalf of the Offeror or any of its affiliates in connection with the Offers other than as contained in the Offers to Purchase and Circular and the Letters of Acceptance and Transmittal, and, if any such information, representation or warranty is given or made, it must not be relied upon as having been

27

authorized. No broker, dealer or other Person shall be deemed to be the agent of the Offeror or any of its affiliates, the Dealer Managers or the Depositary for the purposes of the Offers.

        The Offers and all contracts resulting from the acceptance of the Offers shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party to any agreement resulting from the acceptance of the Offers unconditionally and irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontario.

        The Offers to Purchase and Circular do not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful. The Offers are not being made to, nor will deposits be accepted from or on behalf of, Securityholders in any jurisdiction in which the making or acceptance of the Offers would not be in compliance with the laws of such jurisdiction. However, the Offeror or its agents may, in its or their sole discretion, take such action as it or they may deem necessary to extend the Offers to Securityholders in any such jurisdiction.

The Offeror in its sole discretion shall be entitled to make a final and binding determination of all questions relating to the Offers to Purchase and Circular, the Letters of Acceptance and Transmittal and the Notices of Guaranteed Delivery, the validity of any acceptance of the Offers and the validity of any withdrawal of Securities.

        The provisions of the Circular and the Letters of Acceptance and Transmittal accompanying the Offers to Purchase, including the instructions contained therein, form part of the terms and conditions of the Offers.

        The Offers to Purchase and the accompanying Circular together constitute the take-over bid circular required under Canadian provincial securities legislation with respect to the Offers. Securityholders are urged to refer to the accompanying Circular for additional information relating to the Offers, the Company and the Offeror.

        The Offeror has filed with the SEC a Tender Offer Statement on Schedule TO pursuant to Rule 14d-3 of the Exchange Act, together with exhibits furnishing additional information with respect to the Offers, and may file amendments thereto. In addition, the Company is required to file with the SEC a Tender Offer Solicitation/ Recommendation Statement on Schedule 14D-9, together with exhibits, pursuant to Rule 14d-9 under the Exchange Act, setting forth the position of the Company's Board of Directors with respect to the Offers and the reasons for such position and furnishing additional related information within ten business days of the date of the Offers to Purchase and Circular. A copy of such documents, and any amendments thereto, may be examined at, and copies may be obtained from, the SEC (but not the regional offices of the SEC) in the manner set forth under Section 2 of the Circular.

        DATED: September 30, 2004

ROGERS WIRELESS INC.

(Signed) DAVID P. MILLER
Vice President, General Counsel and Secretary

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CIRCULAR

This Circular is furnished in connection with the accompanying Offers to Purchase dated September 30, 2004 by the Offeror to purchase all of the issued and outstanding Securities. The terms and provisions of the Offers to Purchase and the Letters of Acceptance and Transmittal are incorporated into and form part of this Circular. Securityholders should refer to the Offers to Purchase for details of the terms and conditions of the Offers, including details as to payment and withdrawal rights.

Except as otherwise indicated, the information concerning the Company contained in the Offers to Purchase and Circular has been taken from or based upon publicly available documents and records on file with Canadian securities regulatory authorities, the SEC and other public sources. Although the Offeror has no knowledge that would indicate that any statements contained herein taken from or based upon such documents and records are untrue or incomplete, neither the Offeror nor its directors or officers assume any responsibility for the accuracy or completeness of the information taken from or based upon such documents and records, or for any failure by Microcell to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to the Offeror.

1.     The Offeror

        The Offeror is a leading wireless communications service provider in Canada, serving approximately 4.1 million customers as at June 30, 2004, including over 3.9 million wireless voice and data subscribers and approximately 221,300 one-way messaging (paging) subscribers. The Offeror operates both a Global System for Mobile Communications/General Packet Radio Service, or GSM/GPRS, network and a seamless integrated Time Division Multiple Access, or TDMA, and analogue network. The Offeror's GSM/GPRS network provides coverage to approximately 93% of Canada's population. The Offeror's seamless TDMA and analogue network covers a geographic area representing approximately 85% of Canada's population in digital mode and approximately 93% of Canada's population in analogue mode. The Offeror estimates that its approximately 3.9 million wireless voice and data subscribers represent approximately 13.4% of the Canadian population residing in its coverage area. The Offeror offers subscribers voice, data and messaging services across its wireless network, and the Offeror sells wireless handsets and accessories that are used in connection with its wireless services. Subscribers to the Offeror's wireless services have access to these services throughout the United States through agreements with AT&T Wireless Services, Inc. ("AT&T Wireless") and other U.S. operators. The Offeror's subscribers also have access to international service in over 130 countries, including parts of Europe and Asia, through roaming agreements with other wireless communication providers.

        The Offeror offers wireless voice, messaging and data services across Canada. The Offeror's GSM/GPRS network provides customers with advanced wireless voice and high-speed packet data services, including mobile access to the Internet, e-mail, digital picture transmission and two-way short messaging service, or SMS. In June 2002, the Offeror completed the deployment of its digital wireless GSM/GPRS network overlay in the 1900 megahertz frequency bands. During 2003, the Offeror also completed the deployment of GSM/GPRS technology operating in the 850 megahertz spectrum across its national footprint, which expanded the network capacity, enhanced the quality of the GSM/GPRS network and enabled the Offeror to operate seamlessly between the two frequencies. In late 2003, the Offeror began trials of Enhanced Data Rates for GSM Evolution, or EDGE, technology in the Vancouver, British Columbia market. Accomplished by the installation of a network software upgrade, EDGE more than triples the wireless data transmission speeds available on the Offeror's network. The Offeror has completed the deployment of EDGE across its national GSM/GPRS network. The Offeror's integrated wireless networks are operationally seamless in GSM/GPRS and TDMA digital functionality between the 850 megahertz and 1900 megahertz frequency bands, and between TDMA digital and analogue modes at 850 megahertz.

        The Offeror was incorporated as Rogers Cantel Inc. under the CBCA on January 27, 1989. Effective January 14, 2000, the Offeror changed its name to Rogers Wireless Inc. The Offeror's executive office is located at One Mount Pleasant Road, Toronto, Ontario and its registered office is located at 6315 Côte-de-Liesse Road, St-Laurent, Québec. The Offeror's phone number is (416) 935-1100.

        The Offeror is a wholly-owned subsidiary of RWCI, a corporation governed by the laws of Canada. RWCI is controlled by Rogers Communications ("RCI"), a company governed by the laws of British Columbia, which

29

holds an equity interest in RWCI of approximately 55.8%. AT&T Wireless Services indirectly holds an equity interest in RWCI of approximately 34.2% through JVII General Partnership. On September 10, 2004, RCI announced that it had entered into an agreement with JVII General Partnership, pursuant to which RCI has agreed to purchase JVII General Partnership's equity interest in RWCI. This purchase is anticipated to close on or about October 13, 2004.

        The Offeror is a "reporting issuer" or equivalent in all provinces of Canada and files its continuous disclosure documents and other documents with the Canadian provincial securities regulatory authorities. Such documents are available through the website maintained by The Canadian Depositary for Securities Limited at "www.sedar.com". The Offeror is also subject to the informational reporting requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports and other information with the SEC relating to its business, financial condition and other matters. Such reports and other information can be inspected and copied at the public reference facilities maintained by the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C., USA 20549. Information regarding the public reference facilities may be obtained from the SEC by telephoning 1-800-732-0330. The Offeror's SEC filings are also available to the public on the SEC's Internet site (www.sec.gov). Copies of such materials may also be obtained by mail from the Public Reference Section of the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C., USA 20549 at prescribed rates.

2.     Microcell

Business of Microcell

        Microcell was incorporated under the CBCA and has been a provider of wireless telecommunications services in Canada since November 1996. Microcell offers a wide range of PCS products to approximately 1.2 million customers. Microcell's principal place of business is located at 800 de La Gauchetière Street West, Suite 4000, Montreal, Quebec, Canada H5A 1K3 and its registered office is located at 1250 René-Lévesque Blvd. West, 38th floor, Montreal, Quebec, Canada H3B 4W8. Microcell's telephone number is (514) 937-2121.

        Microcell operates through two wholly-owned subsidiaries: Microcell Solutions Inc., the provider of PCS under the Fido® and City Fido® brand names, and Inukshuk Internet Inc. ("Inukshuk"), which is licensed to deploy a broadband wireless access network to offer high-speed Internet.

        Microcell retails a full line of mobile voice and data products and services through a distribution network composed of more than 4,800 points of sale. These include corporate-owned stores and kiosks as well as third-party outlets. Microcell's digital network operates on the GSM standard. Deployed in over 200 countries and territories, GSM is the most widely used wireless technology in the world, accounting for some 72% of the global wireless communications market with over one billion subscribers. Through agreements with roaming partners, Microcell's customers can use their voice service in some 158 countries around the world and their GPRS service in 56 countries. Inukshuk was formed in 1999. Inukshuk holds licences for 98 Megahertz of spectrum in the 2,500 MHz range to build and operate a Multipoint Communications Systems network in all Canadian provinces and territories, with the exception of Manitoba and Saskatchewan. Inukshuk's business is to build a BWA network that will support a broad range of data applications, including wireless high-speed Internet, Voice over Internet Protocol services, as well as home and office networking. In November 2003, Allstream Inc., Inukshuk and NR Communications, LLC announced the creation of a new venture with the aim of using MCS wireless technology to offer integrated high-speed Internet, IP-based voice and local networking services to selected markets in Canada. In March 2004, the new venture launched its first MCS networks in Richmond, a suburb of Vancouver, and in Cumberland, a rural community some 30 kilometres east of downtown Ottawa. Concurrently with the deployment of MCS networks, Microcell launched, in Richmond and Cumberland, its iFido™ service, a residential wireless high speed Internet service. Inukshuk's commitments to the venture are to transfer its MCS spectrum to the venture, to operate the MCS network deployed by the venture pending Industry Canada's approval of the MCS spectrum transfer and to make a cash contribution of up to $6.0 million in the aggregate.

        As at August 31, 2004, Microcell employed approximately 2,591 people across Canada. Microcell's Class A Shares, Class B Shares, Warrants 2005 and Warrants 2008 are listed on the TSX under the respective symbols MT.A, MT.B, MT.WT.A and MT.WT.B.

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Share Capital

        The authorized share capital of Microcell consists of an unlimited number of Class A Shares, an unlimited number of Class B Shares, an unlimited number of first preferred shares (issuable in series) and an unlimited number of second preferred shares (issuable in series). As at August 31, 2004, there were 200,669 Class A Shares, 29,518,545 Class B Shares, 3,998,302 Warrants 2005 and 6,163,943 Warrants 2008 outstanding. Each Warrant 2005 and Warrant 2008 entitles its holder to purchase 1.02 Class A Shares or Class B Shares, as the case may be. In addition, as at August 31, 2004, warrants issued to COM Canada, LLC to acquire 3,977,272 additional Class B Shares were outstanding and 1,391,181 options granted to senior officers and certain employees of Microcell were outstanding.

Principal Holders Of Securities

        Based on information provided to the Offeror by Microcell, the following table sets forth certain information regarding ownership of Securities for each person who is known by Microcell to be the beneficial owner of 10% or more of any of Microcell's classes of equity securities other than the 3,977,272 warrants held by COM Canada, LLC.

	Class A Shares		Class B Shares		Warrants 2005		Warrants 2008
Name	Number of Class A Shares	% of Outstanding Class A Shares	Number of Class B Shares	% of Outstanding Class B Shares	Number of Warrants 2005	% of Outstanding Warrants 2005	Number of Warrants 2008	% of Outstanding Warrants 2008
HMC Distressed Investment Offshore Management, L.L.C.	17,876	9.0	5,724,960	19.4	394,210	9.9	633,690	9.5
Wayzata Investment Partners, LLC	—	—	3,893,894	13.2	—	—	—	—
York Capital Management, L.P.	—	—	3,027,846	10.2	—	—	—	—

Business Relationship Between the Offeror and the Company

        The Offeror has an on-going business relationship with the Company and the Subsidiaries with respect to (i) site sharing arrangements relating to co-location and joint construction of sites for wireless communications equipment, and (ii) industry arrangements for short messaging service and wireless broadband service ("WiFi") inter-operability. The arrangements have been entered into by the Offeror in the ordinary course of business.

3.     Background to the Offers

        On May 13, 2004, TELUS Corporation announced an unsolicited offer to purchase for cash the Shares for $29 per share, the Warrants 2005 for $9.67 per warrant and the Warrants 2008 for $8.89 per warrant (the "TELUS Offers"). On May 20, 2004, the board of directors of Microcell announced its recommendation that the Securityholders reject the TELUS Offers on the basis that: (i) the financial advisors to Microcell were of the opinion that the consideration being offered in the TELUS Offers was inadequate, from a financial point of view, to the Securityholders; (ii) the TELUS Offers were highly conditional; and (iii) there was a possibility that other bidders might be willing to make more attractive offers than TELUS Corporation for the Securities. Microcell then initiated a strategic review process aimed at maximizing shareholder value.

        On May 21, 2004, a director of RWCI was contacted by a representative of N M Rothschild & Sons Canada Securities Limited, on behalf of Microcell, to inquire into whether RWCI would be interested in considering a possible business combination with Microcell. To assist RWCI with its evaluation process, RWCI retained TD Securities Inc. in June 2004 to provide financial and other advice. On July 14, 2004, RCI, RWCI and Microcell entered into a confidentiality and standstill agreement. Representatives of RCI and RWCI were thereafter given access to Microcell's virtual data room. On July 15, 2004, RWCI retained Fasken Martineau DuMoulin LLP as its legal counsel. On July 29, 2004, a due diligence team from RWCI met with representatives from Microcell and its advisors. The meeting was preliminary in nature and specific details with respect to the terms of a possible business combination, including price and timing, were not discussed.

        On August 18, 2004, the board of directors of RWCI received a presentation by management relating to a possible business combination involving Microcell and RWCI and the board of directors reviewed management's

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due diligence and other activities relating thereto to date. During August and into September 2004, RWCI continued its due diligence activities with the assistance of TD Securities Inc. and its legal counsel, Fasken Martineau DuMoulin LLP.

        On September 3, 2004, RCI and RWCI announced, among other things, that they were considering various corporate initiatives that they might pursue, including reviewing current wireless industry developments and consolidation activities and the related possibility of offering to purchase, alone or together with others, the shares or assets of Microcell.

        On September 10, 2004, Mr. Nadir H. Mohamed, the President and Chief Executive Officer of RWCI and the Offeror, contacted Mr. André Tremblay, President and Chief Executive Officer of Microcell, to request a meeting to discuss a potential transaction with Microcell.

        On September 13, 2004, RCI and RWCI announced that JVII General Partnership agreed that its consent would not be required under their shareholders' agreement in order for RCI or RWCI to offer to purchase or acquire shares or assets of Microcell.

        Also on September 13, 2004, Mr. Edward S. Rogers, Chairman of the Offeror and RWCI, and Mr. Mohamed, met with representatives of the Canadian Competition Bureau and subsequently, with representatives of Industry Canada and the Canadian Radio-television and Telecommunications Commission, to discuss a possible business combination between RWCI and Microcell. Later that same day, Messrs. Rogers and Mohamed met with Mr. André Bureau, the Chairman of Microcell, and Mr. Tremblay to express RWCI's possible interest in making an offer for the Securities. This meeting was preliminary in nature and details with respect to the terms, including price, of a possible offer were not discussed.

        On September 16, 2004, RWCI announced that it had filed a request for an advance ruling certificate and a short form pre-merger notification with the Canadian Competition Bureau. The filings were made in order to put the Offeror in a position to make an offer for the Securities on an expedited basis if a decision were made to do so.

        On September 17, 2004, Messrs. Rogers and Mohamed met in Montreal with Messrs. Bureau and Tremblay and advised that RWCI wished to proceed with an offer for the Securities on the basis of $35.00 per Share, subject to reaching agreement on the terms of a support agreement to be entered into by RWCI and Microcell.

        On September 18, 2004, Mr. Tremblay met in Toronto with Mr. Rogers to further discuss the terms of the proposed offer.

        On September 18 and 19, 2004, Microcell, its legal counsel, Stikeman Elliott LLP, along with legal counsel to the special committee of the board of directors of Microcell, conducted discussions with RWCI and Fasken Martineau DuMoulin LLP to finalize the definitive terms of the Offers and the terms of the Support Agreement.

        During the evening of September 19, 2004, the board of directors of each of the Offeror, RWCI and RCI met to consider the terms of the Offers and the Support Agreement with their senior officers and financial and legal advisors. The board of directors of RCI unanimously adopted resolutions approving the terms of the Offers and the Support Agreement. Following the meeting of the board of directors of RCI, after extensive discussion, the board of directors of each of the Offeror and RWCI adopted resolutions approving the terms of the Offers and the Support Agreement, with the four nominees of JVII General Partnership on the board of directors of each of the Offeror and RWCI abstaining from voting thereon due to JVII General Partnership's agreement with RCI, which was announced on September 10, 2004, to sell to RCI JVII General Partnership's equity interest in RWCI.

        The Support Agreement was executed late on September 19, 2004, and the Offers were publicly announced prior to the opening of markets on September 20, 2004. Pursuant to Section 11.4 of the Support Agreement, RWCI has assigned its rights and obligations under the Support Agreement to the Offeror, its wholly-owned subsidiary.

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4.     Purpose of the Offers and Plans for Microcell

Purpose of the Offers

        The purpose of the Offers is to enable the Offeror to acquire all of the Securities.

        If the conditions of the respective Offers are satisfied or waived by the Offeror and the Offeror takes up and pays for the Securities validly deposited under the Offers, the Offeror intends to acquire any Shares not deposited under the Offers by Compulsory Acquisition, if available, or propose a Subsequent Acquisition Transaction. However, the Offeror reserves the right not to propose a Compulsory Acquisition or Subsequent Acquisition Transaction, or to propose a Subsequent Acquisition Transaction on terms not described in the Circular. If the Minimum Condition is satisfied, the Offeror should own sufficient Shares to effect a Subsequent Acquisition Transaction. If a Compulsory Acquisition or Subsequent Acquisition Transaction is carried out, the Offeror expects to effect the acquisition of the remaining publicly held Warrants 2005 and Warrants 2008 pursuant to the terms of the indentures governing the Warrants 2005 and Warrants 2008. See Section 7 of the Circular, "Acquisition of Securities Not Deposited".

Plans for Microcell

        Following the completion of the Offers, the Offeror intends to conduct a review of Microcell's operations and business strategy with a view to determining how best to combine Microcell's operations with those of the Offeror. The combination of Microcell and the Offeror will constitute Canada's only nationwide GSM/GPRS/EDGE wireless network, and will position the Offeror to better compete against incumbent telco operators in Canada by creating a company of measurably increased scale, allowing for significant opportunities for operating and capital spending efficiencies. The Offeror currently plans to continue the Fido® brand to optimize its market impact. It also currently plans to continue the development of Microcell's Inukshuk initiative into wireless and broadband opportunities. The review of the combined operations of Microcell with those of the Offeror will also allow the Offeror to maximize synergies and optimize operational efficiencies.

        As at June 30, 2004, Microcell Solutions Inc., a wholly-owned subsidiary of Microcell and the borrower under the Credit Facilities, had $396.9 million outstanding under the Credit Facilities. The agreements governing the Credit Facilities include as an event of default, certain change of control transactions; consummation of the Offers would constitute such a transaction. If an event of default occurs, then at any time thereafter during the continuance of such event, the Administrative Agent may and, at the request of the Required Lenders must, by notice to Microcell Solutions Inc. declare the loan outstanding under the Credit Facilities to be due and payable. Upon any such declaration, the principal of the loans so declared to be due and payable, together with interest thereon and other fees and obligations of Microcell Solutions Inc. will become immediately due and payable. It is the Offeror's intention, following completion of the Offers, to refinance the debt of Microcell Solutions Inc. through a combination of Microcell's working capital and the Bank Facility and Bridge Loan described in Section 8 of the Circular, "Source of Funds". Under the Credit Facilities, "Administrative Agent" means JPMorgan Chase Bank, Toronto branch, and "Required Lenders" means lenders with loans, or commitments to make loans, under the Credit Facilities representing more than 50% of the aggregate amount of loans, or commitments to make loans, then outstanding under the Credit Facilities.

        If permitted by applicable law, subsequent to the completion of the Offers and a Compulsory Acquisition or any Subsequent Acquisition Transaction, if necessary, the Offeror intends to delist each of the classes of Securities from the TSX and to cause the Company to cease to be a reporting issuer under the securities laws of each province. See Section 15 of the Circular, "Effect of the Offers on the Market for Securities; Public Disclosure by Microcell; Exchange Act Registration".

5.     Arrangements with Microcell

The Offers

        On September 19, 2004, Microcell and RWCI entered into the Support Agreement, under which RWCI agreed to make the Offers. Under the terms of the Support Agreement, it was agreed that the Offers would not expire or be withdrawn and shall be extended for successive periods of at least 10 days until the earlier of (i) the

33

Outside Date and (ii) the date which is 10 days after the Offeror has publicly announced that the Minimum Condition and the Regulatory Approval Condition have been satisfied.

        Pursuant to the Support Agreement, RWCI is permitted to assign all or any part of its rights and/or obligations under the Support Agreement to a wholly-owned subsidiary, provided that RWCI remains jointly and severally liable with the assignee for any obligations under the Support Agreement. RWCI has assigned all of its rights and obligations under the Support Agreement to the Offeror. As such, the rights and obligations of RWCI under the Support Agreement are those of the Offeror, but RWCI remains jointly and severally liable with the Offeror for such obligations.

Conditions to the Offers

        The Support Agreement provides that the Offers are subject to certain conditions, which are described in Section 4 of the Offers to Purchase, "Conditions of the Offers".

        The Support Agreement provides that the Offeror may waive any condition to the Offers, provided that the Offeror may not, without the prior written consent of Microcell: (i) modify or amend any of the conditions to the Offers, (ii) add any other conditions to the Offers, or (iii) waive the Minimum Condition unless at least 50.1% of the Shares, on a fully-diluted basis, have been validly deposited and not withdrawn at the Expiry Time.

Approval of the Offers

        Under the Support Agreement, Microcell has represented and warranted to the Offeror that the board of directors of Microcell has, after consultation with its financial and outside legal advisors: (a) determined that the consideration per Share offered pursuant to the Offers is fair to the holders of the Shares and the Offers are in the best interests of the Company and the holders of the Shares; (b) approved the Support Agreement; (c) resolved to support and to recommend that holders of the Shares accept the Offers; (d) resolved to waive the application of the Microcell Rights Plan to allow the Offeror to proceed with the Offers and take-up and pay for Securities deposited pursuant to the Offers without any dilutive effects resulting from the issue or exercise of the rights under the Microcell Rights Plan; and (e) received the opinions of each of J.P. Morgan Securities Inc. and N M Rothschild & Sons Canada Securities Limited to the effect that the consideration to be received by the holders of the Shares pursuant to the Offers was fair, from a financial point of view, to the holders of the Shares.

Cease Negotiations

        Pursuant to the Support Agreement, Microcell has agreed: (a) immediately to cease and cause to be terminated any existing discussions or negotiations with any parties (other than the Offeror) with respect to any potential Acquisition Proposal (as defined below); (b) not to release or permit the release of any third party from or waive any confidentiality, non-solicitation or standstill agreement to which such third party is a party; and (c) immediately to cease to provide any other party with access to information concerning the Company and the Subsidiaries and request the return or destruction of all confidential information provided to any third party that has entered into a confidentiality agreement with the Company relating to any potential Acquisition Proposal.

        Under the Support Agreement, "Acquisition Proposal" means any merger, amalgamation, statutory arrangement, recapitalization, take-over bid, sale of material assets (or any lease, long-term supply agreement or other arrangement having the same economic effect as a sale of material assets), liquidation, sale of a material number of shares or rights or interests therein or thereto or similar transactions involving Microcell and/or the Subsidiaries, or a written proposal to do so, excluding the Offers and any issuance of Shares pursuant to the exercise of the Warrants and the COM Canada Warrants.

No Solicitation

        Microcell has agreed that it will not, directly or indirectly, through any officer, director, employee, representative or agent of the Company or any of the Subsidiaries (i) solicit, initiate or knowingly encourage or facilitate (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal, or (ii) participate

34

in any discussions or negotiations regarding any Acquisition Proposal. Subject to the terms of the Support Agreement and applicable law, Microcell has also agreed that its board of directors will not (i) withdraw or modify in a manner adverse to the Offeror its approval of the transactions contemplated by the Support Agreement, or (ii) accept or approve or recommend any Acquisition Proposal or cause the Company to enter into any agreement related to any Acquisition Proposal.

        Notwithstanding the foregoing, Microcell may provide another person with non-public information relating to Microcell and/or the Subsidiaries or provide access to the properties, books or records of the Company and/or the Subsidiaries if it receives a written request to such effect in connection with an Acquisition Proposal from a person who has made or intends to make an Acquisition Proposal and the board of directors of Microcell determines in good faith, after consultation with financial advisors and outside legal advisors that (i) the failure to provide such information would be inconsistent with the board's fiduciary duties to shareholders of the Company, and (ii) such proposal, if consummated in accordance with its terms, would be reasonably likely to result in a Superior Proposal (as defined below). In any such case, Microcell may only provide the information in question subject to (i) entering into a confidentiality agreement containing a standstill provision substantially similar to that contained in the confidentiality agreement entered into with the Offeror, and (ii) providing the Offeror with a list of or copies of the information and access to similar information as that provided to such person, except to the extent such information was already provided or made available to the Offeror.

        Under the Support Agreement, "Superior Proposal" means an unsolicited bona fide written Acquisition Proposal made or received under circumstances that the board of directors of Microcell determines in good faith, after consultation with its financial and outside legal advisors, would, if consummated in accordance with its terms, result in a transaction which (a) is more favourable to the holders of Shares than the transactions contemplated by the Support Agreement, and (b) is reasonably capable of completion taking into account all legal, financial, regulatory or other aspects of such proposal and the party making such proposal.

Notice of Acquisition Proposals

        Microcell must provide the Offeror with a copy of (i) any written notice from any person informing the Offeror that such person is considering making, or has made, an Acquisition Proposal or (ii) any Acquisition Proposal (or any amendment thereto), in each case as soon as practicable after it is received by Microcell.

Change in Recommendation

        If Microcell receives an Acquisition Proposal, it may withdraw or modify in a manner adverse to the Offeror its approval or recommendation of the Offers or accept, approve, recommend or enter into any agreement in respect of an Acquisition Proposal on the basis that such an Acquisition Proposal would constitute a Superior Proposal, subject to the following conditions:

(a)

Microcell must have given notice to the Offeror of its intention to do so, which notice shall disclose the fees and expenses payable to Microcell's financial advisors in respect of the completion of such Acquisition Proposal together with, in the case of an Acquisition Proposal that includes non-cash consideration, the value or range of values attributed by the board of directors of Microcell in good faith for such non-cash consideration after consultation with its financial advisors;



(b)

Microcell must have complied with the provisions of the Support Agreement summarized above regarding ceasing negotiations, non-solicitation, notice to the Offeror and rights to match in respect of any Acquisition Proposal;



(c)

Microcell must not be in default under the Support Agreement in respect of certain covenants concerning the conduct of the affairs of the Company, including refraining from (i) paying dividends, (ii) granting options, (iii) redeeming Securities, (iv) subdividing or reclassifying any Securities, (v) amending its articles or by-laws or those of the Subsidiaries, or (vi) soliciting proposals regarding any Acquisition Proposal; and



(d)

five business days (such five business day period being defined for the purposes of this summary as the "Response Period") must have elapsed from the later of (i) the date the Offeror received the notice

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from Microcell of the Acquisition Proposal, and (ii) the date the Offeror was provided with a copy of such Acquisition Proposal.

Right to Match

        During the Response Period, the Offeror may, but is not required to, offer in writing to amend the terms of the Support Agreement. If it does so, then the board of directors of Microcell must review any such amended offer in good faith, in consultation with its financial and outside legal advisors. If the board of directors of Microcell determines as a result of this review that the Acquisition Proposal would thereby cease to be a Superior Proposal, it must cause the Company to enter into an amendment to the Support Agreement reflecting the amended offer by the Offeror. If the board of directors of Microcell continues to believe that the Acquisition Proposal would nonetheless remain a Superior Proposal, it may cause the Company to reject the offer to amend the terms of the Support Agreement and terminate the Support Agreement, subject to the payment of certain termination fees. See "Termination Fees" below.

Termination Fees

        If the Support Agreement is terminated as a result of any of the following events (each, a "Termination Fee Event"), Microcell has agreed to pay a termination fee equal to $45 million (the "Termination Fee") to the Offeror by bank draft or wire transfer no later than the first business day following the Termination Fee Event:

(a)

prior to the Effective Date, the board of directors of Microcell withdraws or modifies in a manner adverse to the Offeror its approval or recommendation of the Offers and makes a public announcement to that effect;



(b)

prior to the Effective Date, the board of directors of Microcell recommends any Superior Proposal and makes a public announcement to that effect; or



(c)

prior to the Effective Date, the board of directors of Microcell fails to reaffirm its recommendation of the Offers by press release within a reasonable time after the public announcement or commencement of any Acquisition Proposal (or in the event that the Offers are scheduled to expire, prior to the scheduled expiry of the Offers);

provided in each case that the Offeror is not in default in the performance of its material obligations under the Support Agreement.

Additional Fee Obligation

        In the event that the Support Agreement is terminated without payment of the Termination Fee and an Acquisition Proposal is completed within four months after termination of the Support Agreement at a value per Class A Share and Class B Share greater than the value per Share attributable under the Offers, a fee of $45 million is payable to the Offeror, provided that the Offeror is not in breach of any of its representations, warranties and covenants or other agreements in the Support Agreement in any material respect and Competition Act Clearance has been obtained prior to the termination.

Representations, Warranties and Covenants of Microcell

        The Support Agreement contains customary representations and warranties on the part of Microcell relating to, among other things: the approval of the board of directors of Microcell of the Offers and the Support Agreement and determination of the fairness of the Offers; Microcell's corporate status and reporting issuer status; Microcell's authority to enter into the Support Agreement; Microcell's capitalization; and the absence of conflict between the Support Agreement and any law, regulatory approval or agreement to which Microcell or the Subsidiaries is subject or to which it is a party. The representations and warranties also address various matters relating to the business, operations and properties of Microcell and the Subsidiaries including: the accuracy of Microcell's financial statements; the absence of undisclosed litigation that would have a Material Adverse Effect; tax matters; environmental matters; labour matters; the absence of material undisclosed liabilities and of any Material Adverse Effect on the Company since June 30, 2004; licences; insurance; employment matters; and compliance with applicable laws.

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        The Support Agreement also contains customary negative and positive covenants by Microcell. Among other things, Microcell has agreed: to conduct its business in the ordinary course, unless otherwise required under the Support Agreement; to use reasonable commercial efforts to comply promptly with all material legal requirements applicable to Microcell and the Subsidiaries; subject to compliance with applicable competition laws, to promptly advise the Offeror orally and in writing of any change which becomes known to the senior officers of Microcell which would have a Material Adverse Effect; and subject to compliance with applicable competition laws, to consult on an ongoing basis with the Offeror in order that the representatives of the Offeror will become more familiar with the philosophy and techniques of Microcell and the Subsidiaries as well as with their respective businesses and financial affairs. In addition, Microcell has given the following covenants in respect of the specific transactions contemplated by the Support Agreement:

(a)

if the Offeror takes up and pays for Securities pursuant to the Offers, Microcell will assist the Offeror in connection with any Compulsory Acquisition or Subsequent Acquisition Transaction to acquire the remaining Securities, provided that the consideration offered in connection with the Subsequent Acquisition Transaction for each class of Securities is at least equal to the consideration offered under the Offers;



(b)

subject to obtaining an irrevocable and complete discharge in favour of each member of the board of directors of Microcell and confirmation that a six year run off directors and officers' liability insurance coverage has been secured and maintained by the Offeror for such members of the board, and provided that the Offeror has taken up and paid for at least two-thirds of the outstanding Shares, Microcell will use its reasonable commercial efforts to cause such members of the board of directors of Microcell to resign as the Offeror may require, at the time and in the manner requested by the Offeror, as of the Effective Date, with a nominee of the Offeror to be appointed to the board immediately after each such resignation. In the event that less than two-thirds of the outstanding Shares but more than 50.1% of the outstanding Shares on a fully diluted basis are taken up and paid for by the Offeror, Microcell shall use its reasonable commercial efforts to cause a majority of the members of the board of directors of Microcell to resign, with a nominee of the Offeror to be appointed immediately after each such resignation;



(c)

Microcell will recommend that holders of Shares accept the Offers in respect of the Shares and not act, or fail to act, in any way that might reasonably be expected to discourage such holders from accepting the Offers and, except as permitted by the Support Agreement, not withdraw such recommendation;



(d)

Microcell will use all reasonable efforts to cause each holder of Options, entitlements under the Microcell Stock Option Plan, COM Canada Warrants or Warrants to exercise same (including, as regards Options or such entitlements, through application of acceleration of vesting) or to surrender same for cash or Shares in accordance with the terms thereof; provided that in connection with any acceleration of the vesting of Options caused by Microcell for such purpose, the original vesting thereof shall revert six months after the Effective Date in respect of any such Options that remain outstanding;



(e)

Microcell will apply for and use all reasonable efforts to obtain or assist the Offeror in obtaining, as the case may be, all required regulatory and other approvals and clearances other than Competition Act Clearance, relating to Microcell and the Subsidiaries and make all necessary filings and notifications in order to permit the transactions contemplated by the Support Agreement to proceed together with all consents and other approvals of third parties as may be necessary or desirable for the consummation of such transactions;



(f)

Microcell will use all reasonable efforts to assist the Offeror in securing Competition Act Clearance; and



(g)

Microcell will use all reasonable efforts to defend all lawsuits or other legal, regulatory or other proceedings challenging or affecting the property or assets of Microcell or any of the Subsidiaries and, in co-operation with the Offeror, the Support Agreement or the consummation of the transactions contemplated thereby.

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        Under the Support Agreement, "Competition Act Clearance" means:

(a)

except where the Commissioner waives the obligation to file, the filing by the Offeror and the Company of the notifications required under Part IX of the Competition Act; and



(b)

any one of the following:



(i)

the issuance of an ARC in form and substance satisfactory to the Offeror acting reasonably, to the effect that the Commissioner is satisfied that the Commissioner would not have sufficient grounds on which to apply to the Competition Tribunal for an order under Section 92 of the Competition Act with respect to the transactions contemplated in the Offers, such ARC to remain in force, unamended, at the Effective Date; or



(ii)

the waiting period(s) under section 123 of the Competition Act shall have expired or been earlier terminated or waived and the Commissioner shall have advised the Offeror (which advice will not have been rescinded or amended), to the satisfaction of the Offeror, in its reasonable judgement, but subject to the Offeror's obligations under the Support Agreement as described below under "Competition Act", that the Commissioner does not intend to oppose the purchase of the Securities under the Offers and will not have made or have threatened to make an application under the Competition Act in respect of the purchase of the Securities under the Offers or in respect of the business or assets of the Offeror or the Company, where such application or threat remains outstanding.

Representations, Warranties and Covenants of the Offeror and RWCI

        The Support Agreement contains customary representations and warranties of RWCI relating to: corporate status; authority to enter into the Support Agreement; the absence of conflict between the Support Agreement and any law applicable to RWCI, any material agreement to which it is party, or its constating documents; and the sufficiency of RWCI's resources and financial capabilities for the purpose of completing the Offers.

        The Offeror has covenanted, among other things:

(a)

to apply for and use all reasonable efforts to obtain all required regulatory and other approvals and clearances other than Competition Act Clearance, and make all necessary filings and notifications in order to permit the transactions contemplated by the Support Agreement to proceed together with all consents and other approvals of third parties as may be necessary or desirable for the consummation of such transactions;



(b)

subject to its obligations under the Support Agreement, to use all reasonable efforts to secure Competition Act Clearance;



(c)

to use all reasonable efforts to defend all lawsuits or other legal, regulatory or other proceedings challenging or affecting the Support Agreement or the consummation of the transactions contemplated thereby;



(d)

to take up the Securities deposited under the Offers and pay for such Securities as soon as practicable after, and in any event within two business days of, the first date on which the Offeror is permitted to do so under applicable securities laws, provided that all of the conditions of the Offers are either satisfied or, if applicable, waived at or prior to the expiry of the Offers;



(e)

in the event that the Offeror increases the consideration per Security offered under the Offers, to pay such increased consideration to each holder of Securities in respect of all Securities tendered, notwithstanding that such Securities have previously been taken up and paid for by the Offeror;

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(f)

following the Effective Date, to cause the Company to duly and timely perform its obligations pursuant to (i) the compensation policy of the Company in respect of its directors and (ii) the Company's employment arrangements with officers and employees; and



(g)

to use reasonable commercial efforts to secure directors' and officers' liability insurance coverage for the current and former directors and officers of the Company and the Subsidiaries on a six year "run-off basis" or if such "run-off" policy is not available at a reasonable cost, to cause the Company to maintain, from the Effective Date until six years after the Effective Date, the Company's current directors' and officers' liability insurance policy or the equivalent thereof for all current and former directors and officers of the Company and the Subsidiaries, covering claims made prior to or within six years after the Effective Date.

Competition Act

        Pursuant to the Support Agreement, if the Commissioner advises the Offeror that she has concerns about the competitive impact of the transactions contemplated by the Offers, but that Competition Act Clearance will be given if certain steps are taken to resolve those concerns, the Offeror must take any steps necessary to secure Competition Act Clearance (including negotiating, offering to take and, if such offer is accepted, effecting by consent agreement or order, hold separate arrangement, undertaking or otherwise, the divestiture of assets, or undertaking of any form of behavioural remedy, however, not including the divestiture of all of the Securities or all or substantially all of the assets of the Company and its Subsidiaries), so as to enable the Offers to be completed prior to the Outside Date. Subject to the foregoing obligations, the Offeror is entitled, either before and/or after the Outside Date or the date on which the Securities are taken up, to challenge before the Commissioner, the Competition Tribunal and/or a court any position(s) taken by the Commissioner.

Compulsory Acquisition or Subsequent Acquisition Transaction

        Under the Support Agreement, the Offeror has agreed that if it takes up and pays for Securities pursuant to the Offers, it will use all commercially reasonable efforts to acquire the remaining Securities, within a period not exceeding 120 days after the date of completion of the Offers. Any such acquisition will be for a consideration equal to the consideration under the Offers for each class of Securities and will be structured as either a Compulsory Acquisition or a Subsequent Acquisition Transaction.

Termination by the Company

        The Company may, when not in default in the performance of its material obligations under the Support Agreement or in breach of its representations and warranties contained thereunder, terminate its obligations under the Support Agreement by written notice to the Offeror if:

(a)

the Offers (or any amendments thereto) do not conform in all material respects with the description of the Offers set out in the Support Agreement;



(b)

the Offeror has not taken up and paid for the Securities on or prior to the Outside Date;



(c)

the Offers have expired or been withdrawn in accordance with their terms without the Offeror having purchased any Securities as a result of the failure of any of the conditions set forth in Support Agreement;



(d)

Securities deposited under the Offers have not been taken up and paid for on or before the date that is two business days after the expiry date of the Offers (as they may have been extended) for any reason whatsoever other than that all the terms and conditions of the Offers have not been complied with or, to the extent permitted, waived by the Offeror;



(e)

a Termination Fee Event has occurred and the Company has paid to the Offeror all applicable Termination Fees; or



(f)

the Offeror has breached any of its representations, warranties, covenants or other agreements contained in the Support Agreement and such breach is not cured within 15 days after written notice of the breach has been given to the Offeror by the Company.

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Termination by the Offeror

        The Offeror may, when not in default in the performance of its material obligations under the Support Agreement, terminate its obligations under the Support Agreement by written notice to the Company if:

(a)

the Offeror has not taken up and paid for the Securities on or prior to the Outside Date;



(b)

a Termination Fee Event has occurred;



(c)

the Offers have expired or been withdrawn in accordance with their terms without the Offeror having purchased any Securities as a result of the failure of any of the conditions set forth in Support Agreement;



(d)

the Company has breached any of its representations, warranties, covenants or other agreements contained in the Support Agreement and such breach is not cured within 15 days after written notice of the breach has been given to the Company by the Offeror; or



(e)

Competition Act Clearance cannot be secured except by divesting or agreeing to divest all of the Securities or all or substantially all of the assets of the Company and the Subsidiaries.

6.     Recommendation of the Board of Directors of Microcell

        Microcell has confirmed in the Support Agreement that its board of directors, in consultation with its advisors, has determined that the consideration per Share pursuant to the Offers is fair to the holders of the Shares and that the Offers are in the best interests of Microcell and the holders of the Shares and has resolved to recommend that holders of the Shares accept the Offers and tender their Shares to the Offers. The Offeror understands that the board of directors of Microcell is not making a recommendation as to whether the holders of the Warrants should accept the Warrant Offers and tender their Warrants to the Warrants Offers.

7.     Acquisition of Securities Not Deposited

Compulsory Acquisition

        If, within 120 days after the date of the Offers, the Offers have been accepted by holders of not less than 90% of any class(es) of Shares, other than Shares held at the date of the Offers by or on behalf of the Offeror and its affiliates and associates (as such terms are defined in the CBCA), and the Offeror acquires such deposited Shares under the Offers, the Offeror intends to acquire the Shares in such class(es) held by each holder of Shares who did not accept the Class A Offer or Class B Offer, as applicable, and any Person who subsequently acquires any Shares of such class(es) from such a holder (each such holder and each such Person being hereinafter referred to as an "Offeree") on the same terms and at the same price for which the Shares were acquired under such Offer, pursuant to the provisions of Section 206 of the CBCA (a "Compulsory Acquisition").

        To exercise such statutory right, the Offeror must give notice (the "Offeror's Notice") to each Offeree and to the Director under the CBCA of such proposed acquisition on or before the earlier of 60 days from the Expiry Time and 180 days from the date of the Offers. Within 20 days of giving the Offeror's Notice, the Offeror must pay or transfer to the Company the consideration the Offeror would have to pay or transfer to the Offerees if they had elected to accept the Offer, to be held in trust for the Offerees. In accordance with Section 206 of the CBCA, within 20 days after receipt of the Offeror's Notice, each Offeree must send the certificates representing the Shares held by such Offeree to the Company and must elect either to transfer such Shares to the Offeror on the terms of the Offer or to demand payment of the fair value of such Shares held by such holder by so notifying the Offeror within 20 days after the Offeree receives the Offeror's Notice. An Offeree who does not, within 20 days after the Offeree receives the Offeror's Notice, notify the Offeror that the Offeree is electing to demand payment of the fair value of the Offeree's Shares is deemed to have elected to transfer such Shares to the Offeror on the same terms that the Offeror acquired Shares from holders of Shares who accepted the Offer. If an Offeree has elected to demand payment of the fair value of such Shares, the Offeror may apply to a court having jurisdiction to hear an application to fix the fair value of such Shares of such Offeree. If the Offeror fails to apply to such court within 20 days after it made the payment or transferred the consideration to the Company referred to above, the Offeree may then apply to the court within a further period of 20 days to have the court fix

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the fair value. If there is no such application made by the Offeree within such period, the Offeree will be deemed to have elected to transfer such Shares to the Offeror on the terms that the Offeror acquired Shares from holders of Shares who accepted the Offer. Any judicial determination of the fair value of the Shares could be more or less than the amount paid pursuant to the Offers.

        If an Offeree did not receive the Offeror's Notice, such Offeree may, within 90 days from the Expiry Time, require the Offeror to acquire its Shares, provided that the Offeror shall acquire such Shares on the same terms under which the Offeror acquired Shares under the Offers. If a holder of Shares did not receive the Offers, such holder of Shares may, within 90 days after the later of (i) the Expiry Time and (ii) the date on which such holder of Shares learned of the Offers, require the Offeror to acquire its Shares, provided that the Offeror shall acquire such Shares on the same terms under which the Offeror acquired Shares under the Offers.

        The foregoing is a summary only of the right of Compulsory Acquisition which may become available to the Offeror and each Offeree and is qualified in its entirety by the provisions of Sections 206 and 206.1 of the CBCA. Holders of Shares who wish to be better informed about the provisions of Sections 206 and 206.1 of the CBCA should consult their legal advisors. See Sections 18 and 19 of the Circular, "Material Canadian Federal Income Tax Considerations" and "Material United States Federal Income Tax Considerations", respectively, for a discussion of the tax consequences to holders of Shares in the event of a Compulsory Acquisition.

        Sections 206 and 206.1 of the CBCA are complex and may require strict adherence to notice and timing provisions, failing which an Offeree's rights may be lost or altered.

Subsequent Acquisition Transactions

        If the Offeror acquires less than 90% of the Shares of either class under the Offers or the right of Compulsory Acquisition described above is not available for any reason or if the Offeror elects not to proceed under such provisions, the Offeror intends to acquire, directly or indirectly, at the same price per Share as in the Offers, and no later than 120 days after the date of expiry of an Offer, all of the Shares of such class in accordance with applicable law by way of a Subsequent Acquisition Transaction. If the Minimum Condition is satisfied, the Offeror should own sufficient Shares to effect a Subsequent Acquisition Transaction. In order to effect a Subsequent Acquisition Transaction, the Offeror may seek to cause a special meeting of the holders of Shares of the relevant class(es) to be called to consider an amalgamation, statutory arrangement, capital reorganization, consolidation or other transaction involving the Offeror and/or an affiliate of the Offeror and Microcell and/or the holders of Shares of the relevant class(es) for the purpose of Microcell becoming, directly or indirectly, a wholly-owned subsidiary of the Offeror or an affiliate (a "Subsequent Acquisition Transaction").

        Each type of Subsequent Acquisition Transaction described above would be a "business combination" or "going private transaction" within the meaning of certain applicable Canadian securities legislation and regulations (collectively the "Regulations"), Rule 61-501 and Policy Q-27. In certain circumstances, the provisions of Rule 61-501 and Policy Q-27 may also deem certain types of Subsequent Acquisition Transactions to be "related party transactions." However, if the Subsequent Acquisition Transaction is a "business combination" carried out in accordance with Rule 61-501 or an exemption therefrom and a "going private transaction" carried out in accordance with Policy Q-27 or an exemption therefrom, the "related party transaction" provisions of Rule 61-501 and Policy Q-27 do not apply to such transaction. The Offeror intends to carry out any Subsequent Acquisition Transaction in accordance with Rule 61-501 and Policy Q-27, or any successor provisions, or exemptions therefrom such that the related party transaction provisions of Rule 61-501 and Policy Q-27 will not apply thereto.

        The Regulations, Rule 61-501 and Policy Q-27 provide that, unless exempted, a corporation proposing to carry out a business combination or going private transaction is required to prepare a valuation of the affected securities (and any non-cash consideration being offered therefor, subject to certain exceptions) and provide to the holders thereof a summary of such valuation or the entire valuation. In connection therewith, the Offeror intends to rely on any exemption then available or to seek waivers pursuant to Rule 61-501 and Policy Q-27 from the OSC and Autorité exempting the Offeror or the Company or their affiliates, as appropriate, from the requirement to prepare a valuation in connection with any Subsequent Acquisition Transaction.

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        Depending on the nature and terms of the Subsequent Acquisition Transaction, the provisions of the CBCA may require the approval of at least 66²/3% of the votes cast by holders of the outstanding Shares at a meeting duly called and held for the purpose of approving a Subsequent Acquisition Transaction. In certain circumstances, the CBCA may also require the approval of the Subsequent Acquisition Transaction by at least 66²/3% of the votes cast by holders of each class or series of the outstanding Shares at such a meeting. Rule 61-501 and Policy Q-27 would in effect also require that, in addition to any other required security holder approval, in order to complete a business combination or going private transaction, the approval of a simple majority of the votes cast by "minority" shareholders of the Class A Shares and of the Class B Shares must be obtained unless an exemption is available or discretionary relief is granted by the OSC and the Autorité.

        In relation to any Subsequent Acquisition Transaction, the "minority" shareholders will be, subject to any available exemption or discretionary relief granted by the OSC and the Autorité as required, all holders of Shares other than the Offeror, its directors and senior officers, any associate or affiliate of the Offeror as well as the directors and senior officers thereof and any Person acting jointly or in concert with the Offeror. Rule 61-501 and Policy Q-27 also provide that the Offeror may treat Shares acquired pursuant to the Offers as "minority" Shares and to vote them, or to consider them voted, in favour of a Subsequent Acquisition Transaction that is a business combination or going private transaction if, among other things, the consideration for each security in the Subsequent Acquisition Transaction is at least equal in value to and in the same form as the consideration paid pursuant to the Offers. The Offeror intends that the consideration offered under any Subsequent Acquisition Transaction that is a business combination or going private transaction proposed by it within 120 days from the expiry of the Offers would be the same cash price as the price offered under the Offers. Subject to compliance with Rule 61-501 and Policy Q-27 with respect to effecting such transaction within 120 days of the expiry of the Offers and certain other provisions, the effect of which is to ensure equal treatment, the Offeror also intends to treat Shares deposited under the Offers as "minority" Shares voted in favour of any business combination or going private transaction.

        In addition, under Rule 61-501 and Policy Q-27, if, following the Offers, the Offeror and its affiliates are the registered holders of 90% or more of the Shares at the time the Subsequent Acquisition Transaction is initiated, the requirement for minority approval would not apply to the transaction if a statutory dissent and appraisal remedy is available or a substantially equivalent enforceable right is made available to the minority shareholders.

        If the Offeror decides not to effect a Compulsory Acquisition or propose a Subsequent Acquisition Transaction involving the Company, or proposes a Subsequent Acquisition Transaction but cannot promptly obtain any required approval or exemption, the Offeror will evaluate its other alternatives. Such alternatives could include, to the extent permitted by applicable law, purchasing additional Shares in the open market, in privately negotiated transactions, in another take-over bid or exchange offer or otherwise, or from the Company, or taking no further action to acquire additional Shares. Any additional purchases of Shares could be at a price greater than, equal to or less than the price to be paid for Shares under the Offers and could be for cash and/or securities or other consideration. Alternatively, the Offeror may sell or otherwise dispose of any or all Shares acquired pursuant to the Offers or otherwise. Such transactions may be effected on terms and at prices then determined by the Offeror, which may vary from the terms and the price paid for Shares under the Offers.

        Any Subsequent Acquisition Transaction may also result in registered holders of Shares of the relevant class(es), under Section 190 of the CBCA, having the right to dissent and demand payment of the fair value of their Shares. If the statutory procedures are complied with, this right could lead to a judicial determination of the fair value required to be paid to such dissenting shareholders for their Shares. The fair value of a particular class of Shares so determined could be more or less than the amount paid per Share of such class pursuant to the Subsequent Acquisition Transaction or the Offers. Any such judicial determination of the fair value of the Shares could be based upon considerations other than, or in addition to, the market price of the Shares.

        The tax consequences to a holder of Shares of a Subsequent Acquisition Transaction may differ from the tax consequences to such holder of accepting the Offers. See Sections 18 and 19 of the Circular, "Material Canadian Federal Income Tax Considerations" and "Material United States Federal Income Tax Considerations", respectively.

        Holders of Shares should consult their legal advisors for a determination of their legal rights (including any rights of dissent) with respect to a Subsequent Acquisition Transaction if and when proposed.

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Treatment of Warrants

        Each of the indentures governing the Warrants 2005 and Warrants 2008 provides that, in the event of a "Fundamental Transaction" (as defined therein) in which the holders of the outstanding Shares are to receive consideration solely in the form of cash, each holder will be deemed: (i) where such cash consideration is, on a per Share basis, in an amount greater than the exercise price of the Warrants, to exercise its Warrants and be entitled, upon such deemed exercise, to receive the cash consideration which the holder of Warrants would have been entitled to receive had the exercise of Warrants taken place immediately prior to the Fundamental Transaction in question, less the exercise price of the Warrants; or (ii) where the cash consideration is, on a per Share basis, equal to or less than the exercise price of the Warrants, to surrender its Warrants without payment of any consideration. Following such deemed exercise, all Warrants are cancelled and of no further value or effect.

        The definition of "Fundamental Transaction" in the indentures governing the Warrants includes: (i) any reclassification of the Shares at any time outstanding or any change of the Shares into other shares, securities or property of Microcell, or any other capital reorganization of Microcell of similar effect (subject to certain exemptions); (ii) any amalgamation, arrangement, merger or other form of business combination of Microcell with or into any other corporation resulting in any reclassification of the outstanding Shares or change of the Shares into other shares, securities or property of Microcell or such other corporation; and (iii) any sale, lease, exchange or transfer of all or substantially all of the undertaking or assets of Microcell and its subsidiaries to another corporation or entity not wholly-owned by Microcell.

        The Offeror intends to acquire any Warrants held by holders who do not accept the Warrant Offers under a Compulsory Acquisition if available to the Offeror or through other means and intends to structure any Subsequent Acquisition Transaction that it undertakes with respect to the Shares so as to constitute a "Fundamental Transaction" for the purposes of the indentures, thereby triggering the deemed exercise provisions described above.

8.     Source of Funds

        The Offeror estimates that, if it acquires all of the Securities pursuant to the Offers, the total cash consideration required to purchase the Securities under the Offers, plus fees and expenses, will be approximately $1.4 billion, excluding the refinancing of the debt of Microcell Solutions Inc. described in Section 4 of the Circular, "Purpose of the Offers and Plans for Microcell". The funding of the purchase price and expenses of the Offers will come from the Offeror's available cash on hand, drawdowns on its committed bank credit facility (the "Bank Facility") and proceeds from a bridge loan (the "Bridge Loan") from RCI to the Offeror in an amount of up to $900 million. Pursuant to a financing letter dated September 30, 2004, the Bridge Loan will have a term of up to two years from the date of drawdown on a non-revolving basis and will be made on an unsecured subordinated basis, as required under the terms and conditions of the Bank Facility and the indentures documenting the Offeror's other senior indebtedness. The Bridge Loan will bear interest at the rate of 6% per annum on the outstanding balance of the Bridge Loan. The Offeror has agreed to pay a fee to RCI equal to 0.5% of the amount advanced under the Bridge Loan, with a further fee equal to 0.25% at the end of each of the sixth, ninth and twelve month periods subsequent to initial funding, in each case based upon the amount outstanding at that time. The Bridge Loan is prepayable by the Offeror in whole or in part without penalty.

        As at September 28, 2004, the Offeror had available cash and cash equivalents and short-term investments in the amount of approximately $137.7 million. In addition, the Offeror's committed credit facilities as of such date consisted of the Bank Facility of up to $700 million expiring on April 30, 2008 (of which none had been drawn down), and the Bridge Loan of up to $900 million.

        The Bank Facility is between the Offeror and a consortium of Canadian financial institutions and provides the Offeror with a revolving credit facility of up to $700 million, subject to the reductions described below. The Bank Facility matures on April 30, 2008, unless previously terminated (1) voluntarily by the Offeror, (2) by the lenders upon an event of default or (3) on May 31, 2006, if the Offeror's 10¹/2% senior secured notes due 2006 are not repaid (by refinancing or otherwise) on or prior to December 31, 2005.

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        Subject to the paragraph above, the Bank Facility is available on a revolving reducing basis, with the aggregate amount of credit available under the Bank Facility scheduled to reduce from $700 million as follows:

Date of Reduction on each April 30,	Reduction on each Date
2006	$	140 million
2007	$	140 million
2008	$	420 million

        Borrowing under the Bank Facility bears interest at a rate equal to, at the option of the Offeror, (1) the bank's prime rate plus up to 1.75% per annum, (2) the banker's acceptance rate plus 1.0% to 2.75% per annum or (3) the London inter-bank offered rate plus 1.0% to 2.75% per annum. The lenders under the Bank Facility are paid stand-by fees at a rate of 0.50% or 0.625% per annum on unused commitments.

        The Offeror's obligations under the Bank Facility are secured by a bond issued by the Offeror under a deed of trust and pledged to the agent bank for itself and for the other bank lenders as security for the satisfaction of these obligations. This bond ranks equally with the bonds that secure other senior secured indebtedness of the Offeror.

        The Bank Facility contains covenants that restrict the Offeror's ability to, among other things, incur additional debt, create liens, pay dividends or make other restricted payments, make asset sales, enter into transactions with affiliates, make investments, merge or consolidate with any other person, and make capital expenditures. The Bank Facility also requires the Offeror to maintain a number of financial ratios on a quarterly basis, and provides for various events of default.

        The Offeror has recently submitted a request to the lenders of the Bank Facility to amend certain terms and conditions of the Bank Facility. The requested amendments include, among other things, a two year extension to the maturity date and the reduction schedule outlined above, less restrictive financial ratios to be maintained on a quarterly basis, the elimination of the covenant that restricts payments of dividends and the elimination of the covenant that may restrict the amount of capital expenditures.

        A copy of each of the Bank Facility agreement, as amended and Bridge Loan financing letter is included as an exhibit to the Offeror's Tender Offer Statement on Schedule TO filed with the SEC pursuant to Rule 14d-3 of the Exchange Act in connection with the Offers. Reference is made to such exhibit for a more complete description of the terms and conditions of the committed credit facilities.

        The Offeror plans to repay drawings to be made under the Bank Facility and the Bridge Loan over time with free cash flow and longer term debt financing.

        The Offeror reserves the right to fund the purchase of the Securities under the Offers from one or a combination of the above discussed sources.

        The Offers are not conditional on any financing arrangements or contingencies. The Offeror believes that its financial condition is not material to a decision by a Securityholder whether to deposit Securities in the Offers because (i) cash is the only consideration that will be paid to Securityholders in connection with the Offers, (ii) the Offeror is offering to purchase all of the outstanding Securities in the Offers, (iii) the Offers are not subject to any financing arrangements or financing contingencies and (iv) the Offeror has sufficient available cash on hand and availability under the Bank Facility and the Bridge Loan to fund the total amount required to purchase the Securities under the Offers. The Class A Share Offer is conditional on there not having occured or be continuing a material adverse change or disruption in the financial, banking or capital markets generally that prevents or makes impractical the funding of the Offeror's credit facilities for the financing of the Offers from parties dealing at arms' length with the Offeror.

9.     Beneficial Ownership of and Trading in Securities

        None of the Offeror, nor to the knowledge of the Offeror after reasonable enquiry, any Person holding more than 10% of any class of equity securities of the Offeror, or any Person acting jointly or in concert with the Offeror, beneficially owns or exercises control or direction over any of the securities of the Company other than

44

RCI which owns 9 Class B Shares, 1,153 Warrants 2005 and 1,923 Warrants 2008 (each of which represents less than 1% of the applicable class of Securities). No director or senior officer of the Offeror nor, to the knowledge of such directors and senior officers after reasonable enquiry, any associate of the directors or senior officers of the Offeror, beneficially owns or exercises control or direction over any of the securities of the Company other than as set out below:

	Class A Shares		Class B Shares		Warrants 2005		Warrants 2008
Name	Number of Class A Shares	% of Outstanding Class A Shares	Number of Class B Shares	% of Outstanding Class B Shares	Number of Warrants 2005	% of Outstanding Warrants 2005	Number of Warrants 2008	% of Outstanding Warrants 2008
Joseph B. Chesham					30	(1)	51	(1)
Darryl E. Levy	—	—	—	—	1	(1)	—	—
Associate of Nadir H. Mohamed	—	—	—	—	98	(1)	164	(1)

(1)

Less than 1% of the outstanding class of Securities.

        Except as provided herein, none of the Offeror or any director or senior officer of the Offeror nor, to the knowledge of such directors and senior officers after reasonable enquiry, any of the other Persons referred to above, has traded in any securities of the Company during the 12 months preceding the date hereof.

        The Offeror has no knowledge of whether any Securityholder will accept the Offers.

10.   Commitments to Acquire Securities of Microcell

        Other than pursuant to the Offers and as disclosed herein, there are no commitments to acquire any equity securities of Microcell by the Offeror or its directors and senior officers, or to the knowledge of such directors and senior officers after reasonable enquiry, (i) by any of the Persons set forth on Schedule A to this Circular, (ii) by any of their respective associates, (iii) by any Person acting jointly or in concert with the Offeror or (iv) by any Person who beneficially owns, directly or indirectly, more than 10% of any class of equity securities of the Offeror.

11.   Arrangements, Agreements or Understandings

        There are no formal or informal arrangements, transactions, agreements, contracts or understandings made or proposed to be made between the Offeror and any of the directors or senior officers of Microcell and no payment or other benefit is proposed to be made or given by the Offeror to any of the directors or senior officers of Microcell by way of compensation for loss of office or for remaining in or retiring from office as a result of the Offers or otherwise. There are no contracts, arrangements or understandings, formal or informal, between the Offeror and any Securityholder of Microcell with respect to the Offers or between the Offeror and any Person with respect to any securities of Microcell in relation to the Offers other than the Support Agreement.

12.   Material Changes and Other Information

        The Offeror is not aware of any information which indicates that a material change has occurred in the affairs of Microcell since the date of the last published financial statements of Microcell other than as has been Publicly Disclosed by Microcell or as disclosed in this Circular. The Offeror has no knowledge of any other matter that has not previously been generally disclosed but which would reasonably be expected to affect the decision of Securityholders to accept or reject the Offers.

13.   Price Range and Trading Volume of Securities

        The Class A Shares, Class B Shares, Warrants 2005 and Warrants 2008 are listed and posted for trading on the TSX. The following table sets forth, for the periods indicated, the high and low closing prices of the Shares and the Warrants and the volume of trading on the TSX according to Bloomberg data service. The Class A

45

Shares, Class B Shares, Warrants 2005 and Warrants 2008 did not trade on the TSX or any other market prior to May 1, 2003, the effective date of the Company's Plan of Reorganization and of Compromise and Arrangement.

	Class A Shares					Class B Shares					Warrants 2005					Warrants 2008
	High		Low		Volume	High		Low		Volume	High		Low		Volume	High		Low		Volume
	($)		($)		000s	($)		($)		000s	($)		($)		000s	($)		($)		000s
2004
September (1 to 28)	$	35.49	$	30.90	10	$	35.62	$	31.06	17,295	$	16.20	$	11.35	257	$	15.50	$	10.60	1,311
August	$	30.96	$	29.00	21	$	31.15	$	29.44	3,560	$	11.52	$	9.69	271	$	10.85	$	8.91	263
July	$	32.20	$	30.85	8	$	32.00	$	31.15	2,280	$	12.75	$	11.50	316	$	11.80	$	10.80	335
June	$	32.75	$	32.03	44	$	32.90	$	31.80	3,442	$	13.42	$	12.41	410	$	12.70	$	11.85	1,613
May	$	32.20	$	21.00	138	$	32.25	$	21.01	18,834	$	12.98	$	3.40	2,952	$	12.29	$	5.20	3,540
April	$	25.00	$	22.60	11	$	25.00	$	22.99	1,909	$	6.12	$	4.00	187	$	7.30	$	6.10	190
March	$	26.01	$	25.00	26	$	26.00	$	24.40	946	$	6.50	$	5.70	381	$	7.85	$	6.68	329
February	$	26.50	$	22.24	1	$	26.00	$	23.50	570	$	6.40	$	4.00	393	$	7.55	$	5.00	331
January	$	22.24	$	17.50	2	$	24.60	$	17.30	611	$	5.90	$	1.80	680	$	6.45	$	2.66	725
2003
December	$	19.00	$	17.02	2	$	18.00	$	16.10	56	$	1.97	$	1.56	322	$	2.83	$	2.64	131
November	$	18.24	$	17.50	1	$	19.00	$	17.50	363	$	1.90	$	1.50	253	$	3.00	$	2.20	391
October	$	18.00	$	16.02	5	$	18.00	$	16.50	465	$	1.85	$	1.30	291	$	2.71	$	2.10	297
September	$	17.00	$	13.75	2	$	17.00	$	13.71	788	$	2.15	$	0.70	762	$	2.75	$	1.15	432
August	$	16.00	$	11.50	7	$	14.49	$	11.00	251	$	0.80	$	0.49	724	$	1.27	$	0.91	550
July	$	12.75	$	11.50	6	$	12.50	$	10.50	916	$	0.54	$	0.42	162	$	1.03	$	0.73	371
June	$	11.40	$	10.05	3	$	11.50	$	10.50	462	$	0.61	$	0.45	139	$	1.40	$	0.80	145
May	$	14.25	$	9.25	1	$	15.00	$	9.70	577	$	2.00	$	0.50	568	$	3.00	$	1.40	1,877
2004
3rd Quarter	$	35.49	$	29.00	39	$	35.62	$	29.44	23,134	$	16.20	$	9.69	844	$	15.50	$	8.91	1,909
2nd Quarter	$	32.75	$	21.00	193	$	32.90	$	21.01	24,185	$	13.42	$	3.40	3,549	$	12.70	$	5.20	5,344
1st Quarter	$	26.50	$	17.50	28	$	26.00	$	17.30	2,127	$	6.50	$	1.80	1,454	$	7.85	$	2.66	1,384
2003
4th Quarter	$	19.00	$	16.02	8	$	19.00	$	16.10	883	$	1.97	$	1.30	865	$	3.00	$	2.10	819
3rd Quarter	$	17.00	$	11.50	15	$	17.00	$	10.50	1,955	$	2.15	$	0.42	1,648	$	2.75	$	0.73	1,353
2nd Quarter	$	14.25	$	9.25	5	$	15.00	$	9.70	1,039	$	2.00	$	0.45	707	$	3.00	$	0.80	2,022

        On September 3, 2004, RWCI and RCI publicly announced the possibility of offering to purchase alone or together with others the shares or assets of Microcell. The closing price on the TSX of each of the Class A Shares, Class B Shares, Warrants 2005 and Warrants 2008 on September 3, 2004, being the last full day of trading prior to such announcement, was $30.90, $31.06, $11.35 and $10.75, respectively. The prices offered herein represent a premium of 13.3% and 12.7% over the closing price of each of the Class A Shares and Class B Shares, respectively, on the TSX on September 3, 2004 and a premium of 20.7% over competing offers for the shares by TELUS Corporation on May 17, 2004. The prices offered herein also represent a premium of 66.7% and 64.7% over the closing price of the Class A Shares and Class B Shares, respectively on the TSX on May 13, 2004, the date of the public announcement by TELUS Corporation of the intention to make the offers. The prices offered herein represent a premium of 39.1% and 39.6% over the closing price of each of the Warrants 2005 and Warrants 2008, respectively, on the TSX on September 3, 2004 (the last day of trading prior to the public announcement by RWCI and RCI of the possibility of the Offers) and a premium of 63.3% and 68.8%, respectively, over competing offers for the Warrants made by TELUS Corporation on May 17, 2004. The prices offered herein also represent a premium of 332.6% and 188.7% over the closing price of each of the Warrants 2005 and Warrants 2008, respectively, on the TSX on May 13, 2004, the date of the public announcement by TELUS Corporation of its intention to make the competing offers. Securityholders are urged to obtain a current market quotation for the Securities.

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14.   Dividend and Dividend Policy

        Microcell has never declared or paid any cash dividends on its Class A Shares or Class B Shares. Microcell is constrained in its ability to declare or pay dividends by the excess cash flow provisions set forth in its articles of incorporation and its credit agreements with secured lenders.

15.   Effect of the Offers on the Market for Securities; Public Disclosure by Microcell; Exchange Act Registration

Effect of the Offers on the Market for Securities

        If the Offers are successful, the Offeror's current intention is to acquire the Shares of any holders who have not accepted the Offers pursuant to a Compulsory Acquisition or Subsequent Acquisition Transaction and to effect an equivalent transaction pursuant to the indentures governing the Warrants that will result in the acquisition of the remaining publicly held Warrants. See Section 7 of the Circular, "Acquisition of Securities Not Deposited". If the Offeror proceeds with the acquisition of the Securities not deposited under the Offers, the Offeror intends that the Securities will be delisted from the TSX.

        From the time that the Offeror begins to take up Securities pursuant to the Offers, the liquidity and market value of the remaining Securities held by the public could be affected adversely. The TSX could delist the Securities if the minimum listing requirements (including minimum requirements as to the number of public security holders and the aggregate market value of the publicly held securities) are not met.

Public Disclosure by Microcell

        After the purchase of the Securities under the Offers, the Company may cease to be subject to the public reporting and proxy solicitation requirements of the CBCA and the securities laws of certain provinces of Canada. Furthermore, it may be possible for the Company to request the elimination of the public reporting requirements of any province where a small number of securityholders reside. If permitted by applicable law, subsequent to the completion of the Offers or a Compulsory Acquisition or any Subsequent Acquisition Transaction, the Offeror intends to cause the Company to cease to be a reporting issuer under the securities laws of each province.

Exchange Act Registration

        The Class B Shares are currently registered under the Exchange Act. A registration in respect of the Class B Shares may be terminated upon application of Microcell to the SEC if the Class B Shares are not listed on an American national securities exchange or quoted on the Nasdaq Stock Market and there are fewer than 300 holders of record of the Class B Shares resident in the United States. The termination of registration of the Class B Shares under the Exchange Act would substantially reduce the information required to be furnished by Microcell to holders of its Securities under United States federal securities laws and to the SEC and would make certain provisions of the Exchange Act no longer applicable to the Company. Furthermore, the ability of "affiliates" (as defined under Rule 144 of the 1933 Act) of Microcell and Persons holding "restricted securities" of Microcell to dispose of such securities pursuant to Rule 144 of the 1933 Act may be impaired or eliminated. The Offeror intends to seek to cause the Company to apply for termination of registration of the Class B Shares under the Exchange Act as soon after the completion of the Offers as the requirements for such termination are met. If registration of the Class B Shares under the Exchange Act is terminated, the Class B Shares will no longer be "margin securities" or be eligible for listing on an American national securities exchange or eligible for trading on the Nasdaq Stock Market. The Class B Shares are not currently listed on any American national securities exchange or quoted on the Nasdaq Stock Market.

16.   Summary of Microcell Rights Plan

        Microcell is party to a shareholder rights agreement (the "Microcell Rights Plan") with Computershare Trust Company of Canada, as rights agent, dated as of May 1, 2003. Set out below is a description of the Microcell Rights Plan based on public documents filed by the Company with Canadian securities regulatory authorities.

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        The Microcell Rights Plan provides that each Share carries one right to purchase an additional Class A Share or Class B Share (as the case may be, based on whether the holder is a Canadian within the meaning of the Telecommunications Act (Canada) on the date of exercise) (a "Right"), subject to anti-dilution adjustment as described in the Microcell Rights Plan, upon payment of the Exercise Price (as hereinafter defined). The exercise price of each Right is $100.00 (the "Exercise Price") and is also subject to anti-dilution adjustment.

        The Microcell Rights Plan provides that, until the Separation Time (as defined below), Rights are not exercisable, and that each Right will be evidenced by the certificate for the associated Share and will be transferable only with such associated Share. Promptly following the Separation Time, separate certificates evidencing the Rights ("Rights Certificates") will be mailed to the holders of record of the Rights as of the Separation Time. Only such separate Rights Certificates will evidence the Rights, and Rights will be transferable independent of the associated Shares.

        Under the Microcell Rights Plan, "Separation Time" means the close of business on the tenth trading day after the earlier to occur of: (a) the first date of public announcement that a person, together with its affiliates, associates and persons acting jointly or in concert with such person or any of the person's affiliates or associates, (an "Acquiring Person") has acquired beneficial ownership of 10% or more of the outstanding Shares (treated for such purposes as though they were a single class and on a fully-diluted basis (as referred to in the Microcell Rights Plan), without giving effect to management and employee options and exercise of the Warrants 2005 and Warrants 2008) (a "Flip-In Event"), the date of such acquisition being called the "Stock Acquisition Date"; (b) the date of commencement of, or the first public announcement of an intention of any person to make, a take-over bid (other than a "Permitted Bid" or "Competing Bid", as such terms are defined in the Microcell Rights Plan) to acquire 10% or more of the outstanding Shares (treated for such purposes as though they were a single class and on a fully-diluted basis (as referred to in the Microcell Rights Plan), without giving effect to management and employee options and exercise of the Warrants 2005 and Warrants 2008) (including Shares owned by such person on the date of the bid); and (c) the date on which a Permitted Bid or Competing Bid ceases to qualify as such, or such later date as may be determined by Microcell's board of directors.

        The Microcell Rights Plan provides that upon the occurrence of a Flip-In Event, unless such Flip-In Event is waived in accordance with the Microcell Rights Plan, the Company shall take such action as may be necessary to ensure and provide within eight business days of such occurrence (or such longer period as may be required by applicable Canadian provincial securities laws) that each Right (other than Rights that are beneficially owned by an Acquiring Person) shall constitute the right to purchase from Microcell, upon exercise thereof, that number of Class A Shares or Class B Shares (as the case may be, based on whether the holder is a Canadian within the meaning of the Telecommunications Act (Canada) on the date of exercise) having an aggregate Market Price (as defined below) on the date of such Flip-In Event equal to twice the Exercise Price for an amount in cash equal to the Exercise Price, subject to anti-dilution adjustment. Rights beneficially owned by an Acquiring Person and certain transferees on or after the Stock Acquisition Date are void. Generally, "Market Price" for a security on any date means the average of the daily closing prices for such security on each of the 20 consecutive trading days through and including the trading day immediately preceding such date, subject to adjustment in certain circumstances.

        A take-over bid will not trigger the Rights if it meets certain conditions (so as to constitute a "Permitted Bid"). A "Permitted Bid" is a take-over bid that, among other matters, requires (i) that an offer be made to all Microcell Shareholders, (ii) that the offer be held open for a minimum period of 60 days, (iii) that more than 50% of Shares held by holders independent of the bidder be deposited under the bid and not withdrawn before any Shares may be taken up and paid for, and (iv) that if, on the date the bid would otherwise expire, more than 50% of the outstanding Shares have been deposited and not withdrawn, the bidder must make a public announcement of that fact and hold the offer open for an additional ten business days following such announcement. The Offers are not a Permitted Bid as defined in the Microcell Rights Plan because they do not meet the foregoing conditions.

        There are several circumstances under which Microcell's board may elect to waive the application of the Microcell Rights Plan. At any time prior to the occurrence of any Flip-In Event, the board may waive the application of the Microcell Rights Plan by redeeming all, but not less than all, of the outstanding Rights. If a Flip-In Event would occur as a result of completion of a take-over bid, the board of directors may, with

48

shareholder approval, elect to waive the application of the Microcell Rights Plan to such Flip-In Event. Alternatively, if a Flip-In Event would occur as a result of completion of a take-over bid, the board of directors may also, without shareholder approval, elect to waive the application of the Microcell Rights Plan to such Flip-In Event, and in such a case will be deemed to have waived the application of the Microcell Rights Plan to any other Flip-In Event that may occur as a result of any other take-over bid made to all Securityholders prior to the expiration of the take-over bid that was the subject of the waiver. Pursuant to the terms of the Microcell Rights Plan, Rights will be redeemed upon completion of the take-over bid.

        The Offeror is offering to purchase, upon the terms and subject to the conditions described in the Offers, all the Rights associated with all outstanding Shares, including Shares which may become outstanding on the exercise of options, warrants or other rights (other than the Rights) to purchase Shares. Unless waived by the Offeror, holders of Shares will be required to deposit, and will be deemed to have deposited, one Right for each Share deposited under the Offers in order to effect a valid deposit of such Share under the Offers in accordance with the procedures set forth in Section 3 of the Offers to Purchase, "Manner of Acceptance".

        Microcell has represented and warranted to the Offeror in the Support Agreement that the board of directors of Microcell has resolved to waive the application of the Microcell Rights Plan to allow the Offeror to proceed with the Offers and take-up and pay for Securities deposited pursuant to the Offers without any dilutive effects resulting from the issue or exercise of any Rights.

17.   Regulatory Matters

Competition Act

        The Competition Act requires a pre-merger notification to be filed with the Commissioner for certain classes of transaction that exceed certain financial thresholds and, in the case of acquisitions of voting shares, that exceed an additional voting interest threshold. Specifically, pre-merger notification is generally required for a proposed acquisition of voting shares where:

(a)

the parties to such proposed acquisition and their affiliates, in the aggregate, have assets in Canada, or annual gross revenues from sales in, from or into Canada, in excess of $400 million; and



(b)

the proposed acquisition involves the acquisition of voting shares of a corporation that carries on an operating business in Canada, or that controls a corporation that carries on an operating business in Canada, where:



(i)

the aggregate gross book value of the Canadian assets, or the annual gross revenues from sales in or from Canada generated from such assets, exceeds $50 million; and



(ii)

in the case of an acquisition of voting shares of a corporation that has publicly-traded voting shares, the transaction results in the acquiror(s) and their affiliates owning, in the aggregate, voting shares which carry more than 20% of the votes attached to all outstanding voting shares of the corporation (or more than 50% if the acquiror(s) already hold(s) 20% or more).

        If a transaction is subject to pre-merger notification, a pre-merger filing must be submitted to the Commissioner and a waiting period must expire or be terminated or waived by the Commissioner before the transaction may be completed. The parties to the transaction may choose to file either a short form (with a 14-day waiting period) or a long form (with a 42-day waiting period) pre-merger notification. Where a short form is filed, the Commissioner may, within the 14 day short-form waiting period, require a long form to be filed, in which case the transaction generally may not be completed until 42 days after the offeror files a long form. Where the transaction is an acquisition of voting shares that is to be effected through the facilities of a stock exchange in Canada and a long form notification is filed, the waiting period is 21 trading days or such longer period of time, not exceeding 42 days, as may be allowed by the rules of the stock exchange before shares must be taken up.

        Where a proposed transaction is an acquisition of shares and the Commissioner receives a pre-merger notification by a party to the transaction other than the corporation whose shares are being acquired before receiving such information from the corporation, the Commissioner must immediately notify the corporation that the Commissioner has received from that party the short form information or long form information, as the

49

case may be. The corporation must then supply the Commissioner with the short form information within 10 days, or the long form information within 20 days, as the case may be, after being so notified. Where the corporation supplies short form information, the Commissioner may require the corporation to supply long form information and the corporation must supply it within 20 days after being so required.

        Whether or not a pre-merger notification is required, the Commissioner may apply to the Competition Tribunal, a specialized tribunal empowered to deal with certain matters under the Competition Act, with respect to a "merger" (as defined in the Competition Act). If the Competition Tribunal finds that a proposed merger is likely to prevent or lessen competition substantially, it may order that the merger not proceed in whole or in part and/or prohibit the person against whom the order is directed, should the merger or part thereof be completed, from doing any act or thing the prohibition of which the Competition Tribunal determines necessary to ensure the merger does not prevent or lessen competition substantially, and/or with the consent of the person against whom the order is directed and the Commissioner, order that person to take any other action. In the event that the merger is completed, and the Competition Tribunal finds that the merger prevents or lessens or is likely to prevent or lessen competition substantially, the Competition Tribunal can order its dissolution or the disposition of assets or shares designated by the Competition Tribunal in such manner as the Competition Tribunal directs and/or, with the consent of the person against whom the order is directed and the Commissioner, order that person to take any other action, provided that no application may be made under the merger provisions of the Competition Act (section 92) more than three years after the merger has been substantially completed.

        The Commissioner may upon request issue an ARC certifying that she is satisfied by a party or parties to a proposed merger transaction that she would not have sufficient grounds on which to apply to the Competition Tribunal for an order under the merger provisions of the Competition Act in respect of the transaction. If the Commissioner issues an ARC in respect of a proposed merger transaction, that transaction is exempt from the pre-merger notification provisions. In addition, if the proposed merger transaction to which the ARC relates is substantially completed within one year after the ARC is issued, the Commissioner cannot apply to the Competition Tribunal for an order under the merger provisions of the Competition Act in respect of the transaction solely on the basis of information that is the same or substantially the same as the information on the basis of which the ARC was issued.

        Alternatively, the Commissioner may provide written confirmation (in the form of a "no action" letter or otherwise, and whether subject to conditions or not) that she is of the view that grounds do not then exist to initiate proceedings before the Competition Tribunal under the merger provisions of the Competition Act with respect to the proposed merger. In such event, the Commissioner retains the right to challenge the merger under the merger provisions of the Competition Act for a period of up to three years following its completion.

        Where an application has not been made under the merger provisions of the Competition Act in respect of a proposed merger transaction, the Competition Tribunal, on application of the Commissioner, may issue an interim order prohibiting the completion or implementation of the transaction for a period of up to 30 days where (a) the Commissioner certifies that she has commenced an inquiry under paragraph 10(1)(b) of the Competition Act in connection with the proposed merger transaction and believes that more time is required to complete the inquiry, and (b) the Competition Tribunal finds that, in the absence of such an interim order, a party to the proposed merger transaction or any other person is likely to take an action that would substantially impair the ability of the Competition Tribunal to remedy the effect of the proposed merger on competition because that action would be difficult to reverse. The Tribunal may extend the duration of such an interim order to a day not more than 60 days after the order first takes effect, where the Competition Tribunal finds that the Commissioner is unable to complete her inquiry within the period specified in the interim order because of circumstances beyond her control.

        Where an application has been made for an order under the merger provisions of the Competition Act in respect of a merger transaction, whether proposed or completed, the Competition Tribunal, on application of the Commissioner, may issue such interim order as it considers appropriate, having regard to the principles ordinarily considered by superior courts when granting interlocutory or injunctive relief, including an order prohibiting the completion or implementation of the merger transaction, if not yet completed or implemented. Such an interim order may be on such terms and have such effect for such period of time as the Competition Tribunal considers necessary and sufficient to meet the circumstances of the case.

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        In a merger transaction, the offeror may seek to enter into a hold separate or other arrangement with the Commissioner to, among other things, permit the transaction to close in circumstances where (i) the Commissioner requires additional time to complete her review of the transaction; or (ii) a divestiture or other agreed remedy requires time to implement. Hold separate arrangements are designed, among other things, to preserve the business proposed to be acquired pending completion of the Commissioner's review of the proposed merger transaction and maintain the ability of the Competition Tribunal to remedy the effect of any substantial lessening or prevention of competition that it may find to be likely to result from the merger. Hold separate arrangements may, in some cases, be made the subject of a consent agreement registered with the Competition Tribunal or a consent order issued by the Competition Tribunal should that be required by the Commissioner and agreed to by the offeror.

        The purchase of Securities pursuant to the Offers requires pre-merger notification to the Commissioner and the Offeror's acquisition of control of the Company will be a "merger" for the purposes of the merger provisions of the Competition Act. The Offeror has requested an ARC or, in the alternative, a "no action" letter stating that the Commissioner is of the view that grounds do not exist to initiate proceedings in respect of the transaction before the Competition Tribunal under the merger provisions of the Competition Act at the then current time in respect of the Offers, and has filed its portion of the short-form pre-merger notification with the Commissioner in respect of the Offers on September 14, 2004. The waiting period associated with the notification ended on September 28, 2004 without the Commissioner having required a long-form pre-merger notification to be filed. The Company filed its portion of the short form on September 20, 2004. The Canadian Competition Bureau, of which the Commissioner is the head, has classified the proposed transaction as "very complex" in accordance with its usual transaction designation practices and has confirmed that the "service standard period" (i.e. the period by which the Commissioner would ordinarily make a determination with respect to the transaction) will end in February 2005. However, the Canadian Competition Bureau has confirmed its anticipation that the review will be "significantly expedited" in view of the fact that the Canadian Competition Bureau has been looking at issues concerning a transaction of the type proposed for several months and is well advanced in its review. Based on discussions with representatives of the Canadian Competition Bureau, the Offeror anticipates such review to be concluded prior to the Expiry Time.

        The Offeror has certain obligations with respect to securing Competition Act Clearance that are contained in the Support Agreement and that are described in Section 5 of the Circular, "Arrangements with Microcell — Competition Act".

        Based on the information available to it, the Offeror is of the view that the purchase of the Securities can be effected in compliance with Canadian competition laws. However, there can be no assurance that a challenge to the completion of the Offers on competition grounds will not be made or that, if such a challenge were made, the Offeror would prevail or would not be required to accept adverse conditions in order to complete the Offers.

Industry Canada

        Pursuant to the Radiocommunication Act, the Minister is responsible for ensuring the orderly development and efficient operation of radiocommunication in Canada. All wireless communication services depend on the use of radio frequency spectrum and such use is subject to the regulation and licensing by the Minister pursuant to the Radiocommunication Act. Under the statute, the Minister has the authority to issue and modify radio licenses and spectrum licenses in respect of the use of specified radio frequencies within a defined geographic area; establish conditions of license; establish technical standards in relation to radio equipment; and plan the allocation and use of the radio spectrum. In addition, the Minister may suspend or revoke a license with the consent of the license holder or without the license holder's consent (having given the license holder reasonable opportunity to make representations) where the licensee has contravened the Radiocommunication Act, its regulations or the terms and conditions of the license, or the license was obtained through misrepresentation. The Minister may suspend or revoke a license, without giving the license holder the opportunity to make representations when the fees for the license have not been paid. The Radiocommunication Act regulations provide for the Minister to approve any transfers or assignments of a license from the licensee to another party. Under Section 11 of the Radiocommunication Regulations, it is a condition of all radiocommunication licenses that a license not be transferred or assigned without the Minister's authorization. Section 10 of the

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Radiocommunication Regulations establishes Canadian ownership requirements that licensees must meet in order to be eligible to hold radio licenses.

        Industry Canada has allocated over 170 MHz of radio spectrum in various frequency bands for use by mobile wireless communications services. Industry Canada had placed a limit on the amount of spectrum for which an entity and its affiliates can be licensed for mobile wireless services. This limit was initially set at 40 MHz and was raised to 55 MHz in November 1999. On October 10, 2003, Industry Canada published Notice No. DGTP-007-03, along with a consultation paper, in which it announced that it was initiating a full review of the mobile spectrum cap policy. On August 27, 2004, the Minister announced the decision of Industry Canada to rescind the mobile spectrum cap policy, eliminating any limits on the amount of spectrum that can be licensed.

        It is a condition of the Offers under the Support Agreement that the approval by the Minister of the change of control of the Company and the Subsidiaries in respect of the spectrum licenses held by the Company and/or the Subsidiaries shall have been obtained. See Section 4 of the Offers to Purchase, "Conditions of the Offers".

18.   Material Canadian Federal Income Tax Considerations

        In the opinion of Fasken Martineau DuMoulin LLP, Canadian counsel to the Offeror, the following is a summary of the principal income tax considerations under the Tax Act generally applicable to a Securityholder who sells Securities pursuant to the Offers or otherwise disposes of Securities pursuant to certain transactions described in Section 7 of the Circular, "Acquisition of Securities Not Deposited".

        This summary is based on the current provisions of the Tax Act, the regulations thereunder, and counsel's understanding of the current administrative and assessing practices and policies of the Canada Revenue Agency (the "CRA") published in writing prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act and the regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof, and assumes that all such proposals will be enacted in the form proposed. However, there is no certainty that such proposals will be enacted in the form proposed, if at all. The summary does not otherwise take into account or anticipate any changes in law, whether by judicial, governmental or legislative decision or action or changes in administrative or assessing practices of the CRA, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ significantly from those discussed herein.

This summary is not exhaustive of all Canadian federal income tax considerations. This summary is not intended to be, nor should it be construed to be, legal or tax advice to any particular holder of Securities, and no representations are being made with respect to the tax consequences to any particular holder of Securities to whom the Offers are being made. Accordingly, Securityholders should consult their own tax advisors with respect to their particular circumstances, including the application and effect of the income and other tax laws of any country, province, territory, state or local tax authority.

Securityholders Resident in Canada

        The following summary is generally applicable to a Securityholder who, at all relevant times, for purposes of the Tax Act and any applicable income tax treaty, is, or is deemed to be, resident in Canada, deals at arm's length with the Company and the Offeror, is not affiliated with the Company or the Offeror, and holds the Securities as capital property (a "Resident Securityholder"). The Securities will generally be considered capital property of a Securityholder provided the Securityholder has not held or acquired the Securities in the course of carrying on business, or as part of a transaction or transactions considered to be an adventure in the nature of trade. Certain Securityholders whose Shares might not otherwise qualify as capital property may, in certain circumstances, treat the Shares as capital property by making the irrevocable election permitted by subsection 39(4) of the Tax Act. The Tax Act contains certain provisions relating to securities held by certain financial institutions (the "mark-to-market rules"). This summary does not take into account those mark-to-market rules and any Securityholders that are "financial institutions" for the purposes of those rules should consult their tax advisors. This summary is not applicable to a Securityholder that is a "specified financial institution" or to a Securityholder an interest in which is a "tax shelter investment", in each case as defined in the Tax Act.

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Sale Pursuant to the Offers

        A Resident Securityholder who disposes of Securities pursuant to the Offers will realize a capital gain (or capital loss) equal to the amount by which the proceeds of disposition exceed (or are less than) the adjusted cost base of the Securities to the Resident Securityholder and any reasonable expenses incurred by the Resident Securityholder for the purpose of the disposition.

        A Resident Securityholder will be required to include one half of the amount of any resulting capital gain (a "taxable capital gain") in income, and will be required to deduct one half of the amount of any resulting capital loss (an "allowable capital loss") against taxable capital gains realized in the year of disposition. Allowable capital losses not deducted in the taxation year in which they are realized may be carried back up to three taxation years or forward indefinitely and deducted against taxable capital gains realized in such years, to the extent and under the circumstances specified in the Tax Act. Any capital loss otherwise determined resulting from the disposition of Shares may, in certain circumstances, be reduced by the amount of certain dividends previously received or deemed to have been received on such Shares, to the extent and under the circumstances described in the Tax Act.

        A "Canadian-controlled private corporation" (as defined in the Tax Act) may be liable to pay an additional 6²/3% refundable tax on certain investment income, including taxable capital gains.

        Capital gains realized by an individual or a trust, other than certain specified trusts, may be subject to alternative minimum tax. Resident Securityholders should consult their tax advisors with respect to alternative minimum tax provisions.

Acquisition of Securities Not Deposited

Compulsory Acquisition of Shares

        As described in Section 7 of the Circular, "Acquisition of Securities Not Deposited — Compulsory Acquisition", the Offeror may, in certain circumstances, acquire Shares not deposited under the Offers pursuant to statutory rights of purchase under the CBCA. The tax consequences to a Resident Securityholder of a disposition of Shares in such circumstances generally will be as described above under "Sale Pursuant to the Offers".

        A Resident Securityholder who dissents in a Compulsory Acquisition and elects to receive the fair value for the holder's Shares will be considered to have disposed of the Shares for proceeds of disposition equal to the amount received by the Resident Securityholder less the amount of interest awarded by the Court and will realize a capital gain (or a capital loss) in the manner and subject to the treatment described above under "Sale Pursuant to the Offers". Any interest awarded to the Resident Securityholder by the Court will be included in the Resident Securityholder's income for the purposes of the Tax Act.

Subsequent Acquisition Transactions

        As described in Section 7 of the Circular, "Acquisition of Securities Not Deposited — Subsequent Acquisition Transactions", if the Offeror acquires less than 90% of the Shares of either class under the Offers or the right of Compulsory Acquisition is not available for any reason or if the Offeror elects not to proceed under such provisions, the Offeror intends to acquire, directly or indirectly, at the same price per Share as in the Offers, and no later than 120 days after the date of expiry of the Offers, all of the Shares of such class in accordance with applicable law by way of a Subsequent Acquisition Transaction. The tax treatment of a Subsequent Acquisition Transaction to a Resident Securityholder will depend upon the exact manner in which the Subsequent Acquisition Transaction is carried out. The Offeror may propose to carry out a Subsequent Acquisition Transaction by means of an amalgamation, statutory arrangement, capital reorganization, consolidation or other transaction, the tax consequences of which to a holder of Shares would depend upon the nature of the particular transaction undertaken and may be substantially the same as, or materially different from, those described above. Depending upon the exact manner in which the transaction is carried out, such tax consequences may include a capital gain or capital loss, a deemed dividend or both a deemed dividend and a capital gain or capital loss. Any such capital loss may, in certain circumstances, be reduced by the amount of certain dividends previously received or deemed to have been received on the Shares (or on shares of an

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amalgamated corporation for which the Shares are exchanged) to the extent and under the circumstances described in the Tax Act.

        A Resident Securityholder that is a corporation should consult its tax advisors for specific advice with respect to the potential application of subsection 55(2) of the Tax Act with respect to any dividends received, or deemed to be received, by such corporation in connection with a Subsequent Acquisition Transaction. Subsection 55(2) provides that, where a Resident Securityholder that is a corporation receives, or is deemed to receive, a dividend, in certain circumstances the dividend or deemed dividend may be treated as proceeds of disposition of the Shares for the purpose of computing the Resident Securityholder's capital gain. Subject to the potential application of this provision, dividends received, or deemed to be received, by a corporation in connection with a Subsequent Acquisition Transaction will be included in computing income, but normally will also be deductible in computing its taxable income.

        A Resident Securityholder that is a "private corporation" or a "subject corporation" (as such terms are defined in the Tax Act) may be liable under Part IV of the Tax Act to pay a refundable tax of 33¹/3% on dividends received, or deemed to be received, in connection with a Subsequent Acquisition Transaction to the extent that such dividends are deductible in computing such corporation's taxable income.

        In the case of a Resident Securityholder who is an individual (including a trust), dividends received or deemed to be received in connection with a Subsequent Acquisition Transaction will be included in computing the Resident Securityholder's income, and will be subject to the gross-up and dividend tax credit rules normally applicable to taxable dividends paid by a taxable Canadian corporation.

        If the Subsequent Acquisition Transaction is carried out by means of an amalgamation, under the current administrative practice of the CRA, Resident Securityholders who exercise their right of dissent in respect of such an amalgamation should be considered to have disposed of their Shares for proceeds of disposition equal to the amount paid by the amalgamated corporation to the dissenting Resident Securityholder for such Shares, other than interest awarded by the court. Because of uncertainties under the relevant legislation as to whether such amounts paid to a dissenting Resident Securityholder would be treated entirely as proceeds of disposition, or in part as the payment of a deemed dividend, dissenting Resident Securityholders should consult with their tax advisors in this regard.

Resident Securityholders should consult their tax advisors for advice with respect to the income tax consequences to them of having their Shares acquired pursuant to a Subsequent Acquisition Transaction.

Treatment of Warrants

        As described in Section 7 of the Circular, "Acquisition of Securities Not Deposited — Treatment of Warrants", in connection with either a Compulsory Acquisition that is a "Fundamental Transaction" pursuant to the indentures governing the Warrants or a Subsequent Acquisition Transaction that is a "Fundamental Transaction" pursuant to the indentures governing the Warrants, any outstanding Warrants will, pursuant to the terms of the indentures governing the Warrants, be deemed to have been exercised and will be exchanged for cash. The tax consequences to a Resident Securityholder of a disposition of Warrants in such circumstances generally will be as described above under "Sale Pursuant to the Offers", except that the amount of cash received by a holder of Warrants under the terms of the indenture governing the Warrants may be greater than or less than the amount of cash offered pursuant to the Warrant Offers with the result that the capital gain or capital loss realized by the Resident Securityholder in such circumstances could be greater or less than the capital gain or capital loss the Resident Securityholder would have otherwise realized on a disposition of Warrants pursuant to the Warrant Offers.

Securityholders Not Resident in Canada

        The following summary is generally applicable to a Securityholder who at all relevant times, for purposes of the Tax Act and any applicable income tax treaty, is not resident nor deemed to be resident, in Canada deals at arm's length with the Company and the Offeror, is not affiliated with the Company or the Offeror, holds the Securities as capital property and does not use or hold, and is not deemed to use or hold, the Securities in connection with carrying on a business in Canada (a "Non-Resident Securityholder"). The Tax Act contains

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provisions relevant to a non-resident insurer for whom the Securities are "designated insurance property" which this summary does not take into account. Accordingly such Securityholders should consult their tax advisors.

Sale Pursuant to the Offers

        A Non-Resident Securityholder of Securities that do not constitute "taxable Canadian property" will not be subject to tax under the Tax Act on any capital gain realized on a disposition of Securities to the Offeror under the Offers. Generally, Securities will not constitute taxable Canadian property to a Non-Resident Securityholder at a particular time provided that the Shares are listed on a prescribed stock exchange (which currently includes the TSX) at that time and provided that at no time during the five-year period immediately preceding the disposition, the Non-Resident Securityholder, persons with whom the Non-Resident Securityholder does not deal at arm's length, or the Non-Resident Securityholder together with such persons, owned 25% or more of the issued shares of any class or series of the Company. Securities may also be deemed to constitute taxable Canadian property in certain circumstances under the Tax Act. A Non-Resident Securityholder's capital gain (or capital loss) in respect of Securities that constitute or are deemed to constitute taxable Canadian property (and are not "treaty-protected property") will generally be computed in the manner described above under "Securityholders Resident in Canada — Sale Pursuant to the Offers".

        Even if the Securities are taxable Canadian property to a Non-Resident Securityholder, a taxable capital gain or an allowable capital loss resulting from the disposition of the Securities will not be included in computing the Non-Resident Securityholder's income for the purposes of the Tax Act if the Securities constitute "treaty-protected property". Securities owned by a Non-Resident Securityholder will generally be treaty-protected property if the gain from the disposition of such property would, because of an applicable income tax treaty, be exempt from tax under the Tax Act.

Acquisition of Securities Not Deposited

Compulsory Acquisition of Shares

        A Non-Resident Securityholder whose Shares do not constitute "taxable Canadian property" will not be subject to tax under the Tax Act in respect of any capital gain realized on the disposition of Shares pursuant to the Offeror's statutory rights of purchase described in Section 7 of the Circular, "Acquisition of Securities Not Deposited — Compulsory Acquisition". Where a Non-Resident Securityholder receives interest in connection with the exercise of dissent rights under a Compulsory Acquisition, such amount will be subject to Canadian withholding tax under the Tax Act at the rate of 25%. This rate may be reduced under the provisions of an applicable tax treaty. Under the Canada-United States Income Tax Convention (1980), the rate of withholding tax on interest paid to a resident of the United States is generally reduced to 10%. In addition, if the Shares are not listed on a prescribed stock exchange at the time of disposition, the notification and withholding provisions of Section 116 of the Tax Act will apply to the Non-Resident Securityholder. Non-Resident Securityholders whose Shares are being compulsorily acquired should consult their tax advisors for advice having regard to their particular circumstances.

Subsequent Acquisition Transactions

        As described in Section 7 of the Circular, "Acquisition of Securities Not Deposited — Subsequent Acquisition Transactions", if the Offeror acquires less than 90% of the Shares of either class under the Offers or the right of Compulsory Acquisition is not available for any reason or if the Offeror elects not to proceed under such provisions, the Offeror intends to acquire, directly or indirectly, at the same price per Share as in the Offers, and no later than 120 days after the date of expiry of the Offers, all of the Shares of such class in accordance with applicable law by way of a Subsequent Acquisition Transaction. The tax treatment of a Subsequent Acquisition Transaction to a Non-Resident Securityholder will depend upon the exact manner in which the Subsequent Acquisition Transaction is carried out. A Non-Resident Securityholder may realize a capital gain or a capital loss and/or a deemed dividend. Dividends paid or deemed to be paid to a Non-Resident Securityholder will be subject to Canadian withholding tax at a rate of 25%. This rate may be reduced under the provisions of an applicable income tax treaty. Under the Canada-United States Income Tax Convention (1980), the rate of withholding tax on dividends paid to a resident of the United States is generally reduced to 15%.

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Non-Resident Securityholders should consult their tax advisors for advice with respect to the potential income tax consequences to them of having their Shares acquired pursuant to such a transaction.

Treatment of Warrants

        As described in Section 7 of the Circular, "Acquisition of Securities Not Deposited — Treatment of Warrants", in connection with either a Compulsory Acquisition that is a "Fundamental Transaction" pursuant to the indentures governing the Warrants or a Subsequent Acquisition Transaction that is a "Fundamental Transaction" pursuant to the indentures governing the Warrants, any outstanding Warrants will, pursuant to the terms of the indentures governing the Warrants, be deemed to have been exercised and will be exchanged for cash. The tax consequences to a Non-Resident Securityholder of a disposition of Warrants in such circumstances generally will be as described above under "Sale Pursuant to the Offers", except that the amount of cash received by a holder of Warrants under the terms of the indenture governing the Warrants may be greater than or less than the amount of cash offered pursuant to the Warrant Offers with the result that any capital gain or capital loss realized by the Non-Resident Securityholder in such circumstances could be greater or less than the capital gain or capital loss the Non-Resident Securityholder would have otherwise realized on a disposition of Warrants pursuant to the Warrant Offers.

19.   Material United States Federal Income Tax Considerations

        The following discussion summarizes the material United States federal income tax considerations generally applicable to United States Holders with respect to the disposition of Securities pursuant to the Offers or pursuant to certain transactions described in Section 7 of the Circular, "Acquisitions of Shares Not Deposited". This summary is based upon the Code, proposed, temporary and final Treasury regulations promulgated thereunder, judicial decisions and administrative rulings and practice, all as in effect as of the date hereof, all of which are subject to change (possibly with retroactive effect). This discussion does not address aspects of United States federal taxation other than income taxation, nor does it address all aspects of United States federal income taxation, including aspects of United States federal income taxation that may be applicable to particular Securityholders, such as Securityholders who are dealers or traders in securities or currencies, insurance companies, tax exempt organizations, financial institutions, regulated investment companies, entities treated as partnerships for United States federal income tax purposes, those who hold their Securities as part of a straddle, hedge, conversion, synthetic security or constructive sale transaction for United States federal income tax purposes, non-U.S. persons, those who have a functional currency other than the U.S. dollar or those who acquired their Securities in a compensation transaction. This summary is limited to persons that hold their Securities as a "capital asset" within the meaning of Section 1221 of the Code. This discussion also does not address the United States federal income tax consequences to holders of options to purchase Shares (other than the Warrants). In addition, this discussion does not address any state, local or foreign tax consequences.

        United States Holders of Securities are urged to consult their tax advisors with respect to the United States federal, state, local and foreign tax consequences of the Offers or other transactions described in Section 7 of the Circular, "Acquisition of Securities Not Deposited".

        As used herein, the term "United States Holder" means a beneficial owner of Securities that, for United States federal income tax purposes, is (i) a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized under the laws of the United States or a political subdivision thereof, (iii) an estate the income of which is subject to federal income taxation regardless of source or (iv) a trust the administration of which is subject to the primary supervision of a United States court if one or more United States persons have the authority to control all substantial decisions of such trust.

        If a partnership (including any entity treated as a partnership for United States federal income tax purposes) is the beneficial owner of Securities, the tax treatment of a partner in such partnership will depend upon the status of the partner and the activities of the partnership. Partners in such a partnership should consult their tax advisors as to the particular tax considerations applicable to them.

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Sale of Securities Pursuant to the Offers

        Except as noted below in the discussion of the passive foreign investment company rules, a United States Holder who disposes of Securities pursuant to the Offers generally will recognize capital gain or loss for United States federal income tax purposes equal to the difference between the U.S. dollar equivalent of the Canadian dollar cash payment received, determined based on the spot rate of exchange on the Effective Date, and such holder's adjusted tax basis in the Securities so disposed. Such capital gain or loss will generally be a long-term capital gain or loss if such holder has held such Securities for more than one year and will be income from United States sources.

Compulsory Acquisition of Shares

        The United States federal income tax consequences to a United States Holder of a disposition of Shares pursuant to a Compulsory Acquisition generally will be as described under "Sale of Securities Pursuant to the Offers" above.

        Although there is no authority directly on point, a United States Holder who dissents in a Compulsory Acquisition and elects to receive the fair value for the holder's Shares probably will recognize gain or loss at the time of the Compulsory Acquisition (even if the fair market value of the Shares has not yet been judicially determined at such time), in an amount equal to the difference between the "amount realized" and the adjusted tax basis of such Shares. For this purpose, although there is no authority directly on point, the amount realized generally should equal the sum of the U.S. dollar equivalent amounts, determined at the spot rate, of the trading values for the Shares on the settlement date of the Compulsory Acquisition. In such event, capital gain or loss also would be recognized by the United States Holder at the time the actual fair value payment is determined, to the extent that such payment exceeds or is less than the amount previously recognized. In addition, if any portion of this payment was interest, or was characterized as interest income for U.S. tax purposes, the U.S. dollar equivalent to the Canadian dollar amount of such portion generally should be included in ordinary income in accordance with the United States Holder's method of accounting.

Subsequent Acquisition Transaction

        If the Offeror is unable to effect a Compulsory Acquisition, or if the Offeror elects not to proceed with a Compulsory Acquisition, then the Offeror intends to propose a Subsequent Acquisition Transaction as described in this Circular. Although, the United States federal income tax consequences resulting therefrom will depend upon the manner in which the transaction is carried out and may be substantially similar to or materially different from the consequences described above, the United States federal income tax consequences to a United States Holder of a disposition of shares for cash pursuant to a Subsequent Acquisition Transaction should be as described under "Sale of Securities pursuant to the Offers" above. United States Holders should consult their tax advisors with respect to any United States federal, state or local tax consequences to them of having their Shares acquired pursuant to a Subsequent Acquisition Transaction.

        A United States Holder who dissents in a Subsequent Acquisition Transaction and elects to receive the fair value for the holder's Shares generally will be treated in the same manner as described above under "Compulsory Acquisition of Shares".

Treatment of Warrants

        As described in Section 7 of the Circular, "Acquisition of Securities Not Deposited — Treatment of Warrants", in the event of either a Compulsory Acquisition or Subsequent Acquisition Transaction, any outstanding Warrants will be deemed to have been exercised and will be exchanged for cash. Accordingly, a United States Holder of Warrants should be considered to have disposed of the Warrants for proceeds of the disposition and should realize capital gain (or capital loss) in the manner described above under "Sale of Securities Pursuant to the Offers".

Amounts Subject to Canadian Withholding Tax

        A United States Holder who dissents in a Compulsory Acquisition or a Subsequent Acquisition Transaction and who receives interest or is deemed to receive a dividend under Canadian federal income tax law, and, as a

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result, is subject to Canadian withholding tax (or who is otherwise subject to Canadian withholding tax), as described in Section 18 of the Circular, "Material Canadian Federal Income Tax Considerations — Security Holders Not Resident in Canada — Acquisition of Securities Not Deposited", may be eligible, subject to a number of complex limitations, to claim a foreign tax credit or a deduction in respect of any Canadian taxes withheld. If a United States Holder elects to claim a foreign tax credit, rather than a deduction, for a particular taxable year, such election will apply to all foreign taxes paid by the holder in a particular year.

Considerations Relating to the Passive Foreign Investment Company Rules

        According to its public filings, Microcell does not believe that it is, or has been, a PFIC for United States federal income tax purposes. A non United States corporation will be a PFIC in any taxable year in which either (i) 75% or more of its gross income consists of certain specified types of "passive income" or (ii) the average percentage of its assets (by value) that produce or are held for the production of passive income is at least 50%. If, however, Microcell had been a PFIC for any taxable year in which its Securities were held by United States Holders, such United States Holders could be subject to significantly more tax on the disposition of their Securities pursuant to the Offers, a Compulsory Acquisition or a Subsequent Acquisition Transaction. Because the PFIC rules are complex and because the impact of those rules on the United States federal income tax treatment of a disposition of Securities by a United States Holder pursuant to the Offers, a Compulsory Acquisition or a Subsequent Acquisition Transaction is potentially significant, United States Holders are urged to discuss the possibility of such treatment with their tax advisors.

Foreign Currency Issues

        Canadian dollars received on a disposition of Securities will have a tax basis equal to their U.S. dollar value based on the spot rate used to calculate gain or loss on the disposition. The amount of gain or loss recognized on a sale of such Canadian dollars or a disposition of such Canadian dollars in exchange for other property, will equal the difference between (1) the amount of U.S. dollars, or the fair market value in U.S. dollars of the other property received in such sale or other disposition, and (2) the United States Holder's tax basis in such Canadian dollars. Any such gain or loss generally will be ordinary income from sources within the United States.

Information Reporting and Backup Withholding

        Information returns may be required to be filed with the Internal Revenue Service relating to payments made to particular United States Holders. In addition, United States Holders may be subject to a backup withholding tax on such payments if they do not provide their taxpayer identification numbers in the manner required, or otherwise fail to comply with applicable backup withholding tax rules. Any amounts withheld under the backup withholding rules will be allowed as a credit against the United States Holder's United States federal income tax liability provided the required information is timely furnished to the Internal Revenue Service.

20.   Financial Advisor, Dealer Managers, Depositary and Information Agent

        The Offeror has retained the services of TD Securities Inc. to act as its financial advisor in connection with the Offers. TD Securities Inc. and TD Securities (U.S.A.) Inc. are acting in Canada and the United States, respectively, as dealer managers in connection with the Offers and will receive compensation for providing such services. In addition, the Offeror will reimburse the Dealer Managers for their respective reasonable out-of-pocket expenses, including reasonable attorneys' fees, and has also agreed to indemnify the Dealer Managers against certain liabilities and expenses in connection with the Offers, including certain liabilities under the provincial securities laws of Canada and the federal securities laws of the United States. TD Securities and its affiliates render various investment banking services and other advisory services to the Offeror, RWCI and RCI and their respective affiliates and are expected to continue to render such services for which they have received and expect to receive customary compensation from the Offeror, RWCI and RCI and their respective affiliates.

        In Canada, TD Securities Inc. has undertaken to form a soliciting dealer group comprising members of the Investment Dealers Association of Canada and members of the TSX and the TSX Venture Exchange to solicit acceptances of the Offers in Canada. Each member of the Soliciting Dealer Group, including TD Securities Inc., is referred to herein as a "Soliciting Dealer". The Offeror has agreed to pay to each Soliciting Dealer whose

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name appears in the appropriate space on a Letter of Acceptance and Transmittal accompanying a deposit of Securities a fee of $0.17 for each Security deposited and acquired by the Offeror under the Offers. The aggregate amount payable to a Soliciting Dealer with respect to any single depositing holder of Securities will be a minimum of $85.00 and a maximum of $1,500.00 and shall be subject to a minimum of 200 Securities being deposited. Where Securities deposited and registered in a single name are beneficially owned by more than one Person, the minimum and maximum amounts will be applied separately in respect of each such beneficial owner. The Offeror may require the Soliciting Dealer to furnish evidence of such beneficial ownership satisfactory to the Offeror at the time of deposit. When a single beneficial owner deposits Securities, all such securities will be aggregated in determining whether the maximum applies. Soliciting Dealers will not be entitled to a solicitation fee under the Offers for Securities owned by them for their own account. In addition, no solicitation fees will be payable with respect to Securities tendered by employees, officers and directors, and former officers and directors of Microcell and the Subsidiaries or persons related to or controlled by such persons.

        The Offeror has retained Innisfree M&A Incorporated ("Innisfree") to act as Information Agent in connection with the Offers. Innisfree will receive reasonable and customary compensation from the Offeror for services in connection with the Offers, will be reimbursed for certain out-of-pocket expenses and will be indemnified against certain liabilities, including liabilities under securities laws and expenses incurred in connection therewith.

        The Offeror has also engaged Computershare Investor Services Inc. to act as depositary for the receipt of certificates in respect of Securities and related Letters of Acceptance and Transmittal and Notices of Guaranteed Delivery deposited under the Offers. The Depositary will receive reasonable and customary compensation from the Offeror for its services relating to the Offers and will be reimbursed for certain out-of-pocket expenses. The Offeror has also agreed to indemnify the Depositary against certain liabilities and expenses in connection with the Offers, including certain liabilities under the provincial securities laws of Canada and the federal securities laws of the United States.

        Depositing Securityholders will not be obligated to pay any brokerage fee or commission with respect to the purchase of Securities by the Offeror pursuant to the Offers if they accept the Offers by depositing their Securities directly with the Depositary or by utilizing the services of any member of the Soliciting Dealer Group to accept the Offers. If a depositing Securityholder owns Securities through a broker or other nominee and such broker or nominee deposits Securities on the Securityholder's behalf, the broker or nominee may charge a fee for performing this service. Except as set forth above, the Offeror will not pay any fees or commissions to any broker or dealer or any other Person for soliciting deposits of Securities pursuant to the Offers (other than to the Dealer Managers, the Soliciting Dealers and the Depositary).

        Questions and requests for assistance concerning the Offers should be made directly to the Dealer Managers, the Information Agent or the Depositary.

21.   Legal Matters

        Canadian legal matters on behalf of the Offeror will be passed upon by, and the opinion contained under "Material Canadian Federal Income Tax Considerations" has been provided by, Fasken Martineau DuMoulin LLP, Canadian counsel to the Offeror.

22.   Offerees' Statutory Rights

        Securities legislation in certain of the provinces of Canada provides securityholders of the Company with, in addition to any other rights they may have at law, rights of rescission or damages, or both, if there is a misrepresentation in a circular or notice that is required to be delivered to such securityholders. However, such rights must be exercised within prescribed time limits. Securityholders should refer to the applicable provisions of the securities legislation of their province for the particulars of those rights or consult with a lawyer.

23.   Offeror Directors Approval

        The contents of the Offers to Purchase and this Circular have been approved and the sending thereof to the Securityholders has been authorized by the Board of Directors of the Offeror.

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CONSENT

TO: The Directors of Rogers Wireless Inc.

        We hereby consent to the reference to our opinion contained under "Material Canadian Federal Income Tax Considerations" in the Circular accompanying the Offers to Purchase dated September 30, 2004 made by Rogers Wireless Inc. to the holders of Securities.

Toronto, Ontario	(Signed) FASKEN MARTINEAU DUMOULIN LLP
September 30, 2004

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APPROVAL AND CERTIFICATE

DATED: September 30, 2004

        The contents of the Offers to Purchase and Circular have been approved, and the sending thereof to Securityholders has been authorized by the Board of Directors of the Offeror.

        The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made. In addition, the foregoing does not contain any misrepresentation likely to affect the value or the market price of the Securities which are the subject of the Offers.

(Signed) NADIR H. MOHAMED President and Chief Executive Officer	(Signed) JOHN R. GOSSLING Senior Vice-President, Finance and Chief Financial Officer
On behalf of the Board of Directors of Rogers Wireless Inc.
(Signed) EDWARD S. ROGERS, O.C. Director	(Signed) J. CHRISTOPHER C. WANSBROUGH Director

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SCHEDULE A

INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS OF
OFFEROR, RWCI AND RCI

        The following table sets forth the name, current principal occupation or employment (including the name, principal business and address of the organization in which such occupation is conducted) and material occupations, positions, offices or employments during the past five years for each member of the Board of Directors and each executive officer of the Offeror, RWCI and RCI. Unless indicated otherwise, each person is a citizen of Canada. Unless indicated otherwise, the current principal business and address of each person is One Mount Pleasant Road, Toronto, Ontario and such person's business telephone number at that address is (416) 935-1100.

        None of the persons listed below has been (1) convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors), or (2) a party to any judicial or administrative proceeding during the past five years (except for matters that were dismissed without sanction or settlement) that resulted in a judgement, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.

Name and Principal Business Address	Current Principal Occupation or Employment and Material Positions Held During the Past Five Years
DIRECTORS
Ronald D. Besse BesseCo Holdings Inc. 44 Victoria Street, Suite #601 Toronto, Ontario M5C 1Y2	A resident of Toronto, Ontario and a director of RCI since June 1984. Mr. Besse was formerly Chairman, President and Chief Executive Officer, Gage Learning Corporation (educational publisher). Mr. Besse is also a director of CML Healthcare Inc., C.I. Fund Management Inc. and Luxembourg Cambridge Holding Group. Mr. Besse graduated from Ryerson Polytechnical University, Business Administration, 1960 and was awarded the Alumni Award of Distinction, Business Administration, 1998. Mr. Besse is a member of the Chief Executives' Organization, World Presidents' Organization, and past President, Canadian Book Publishers' Council.
Lewis M. Chakrin AT&T Wireless Services Inc. 150 Mount Airy Road, Room 2590 Basking Ridge, NJ 07920	An American citizen, a resident of Mendham, New Jersey and a director of the Offeror since October, 2001. He also serves as a director of RWCI. Mr. Chakrin is Executive Vice-President, Corporate Strategy and Business Development AT&T Wireless Services, Inc. (wireless communications). Mr. Chakrin joined Bell Labs in 1969 and served as a supervisor in the Operations Research Group and the Network Architecture Planning Group. He joined AT&T Corporate Headquarters in 1982 and served in various capacities including Vice-President, Business Sales Division, Strategic Planning Vice-President, International Communications Services, Vice-President, Personal Communications Services, Vice-President Business Development and Corporate Strategy and Vice-President, Consumer Product Management. Mr. Chakrin holds a M.Sc. in Operations Research, Columbia University, and an M.B.A. and Ph.D. in Finance, New York University's Graduate School of Business.

A-1

H. Garfield Emerson, Q.C. Fasken Martineau DuMoulin LLP Toronto Dominion Bank Tower P.O. Box 20, Suite 4200 66 Wellington Street West Toronto-Dominion Centre Toronto, Ontario M5K 1N6	A resident of Toronto, Ontario and a director of the Offeror since April, 1992 and Deputy Chairman of the Board since May, 2002. Mr. Emerson is also a director of CAE Inc., Canada Deposit Insurance Corporation, Wittington Investments, Limited, RCI, RWCI, Rogers Telecommunications Limited and Sunnybrook & Women's Health Sciences Centre. Mr. Emerson is the past Chair of the Sunnybrook & Women's Foundation and past Chair of the Campaign for Victoria University in the University of Toronto. He is a former director of the University of Toronto Asset Management Corporation and member of the Business Board of the University of Toronto. Mr. Emerson joined Fasken Martineau DuMoulin LLP, a national law firm, in August, 2001 as National Chair and a senior partner and leader of the firm's mergers and acquisitions practice. In 1990, Mr. Emerson established N M Rothschild & Sons Canada Limited, an investment banking firm affiliated with the Rothschild international investment and merchant bank and, from 1990 to 2001, served as its President and Chief Executive Officer. Prior to this, Mr. Emerson practiced law as a senior partner with Davies, Ward & Beck Toronto, from 1970 to 1990. Mr. Emerson holds an Honours B.A. (History) and LL.B., University of Toronto, was called to the Bar of Ontario in 1968 and appointed Queen's Counsel in 1980.
George A. Fierheller Four Halls Inc. Suite 4545, 77 King Street West Royal Trust Tower, P.O. Box 298 Toronto Dominion Centre Toronto, Ontario M5K 1K2	A resident of Toronto, Ontario and a director of the Offeror since May, 1991. Mr. Fierheller has been President, Four Halls Inc. (private investment company) since 1996 and served with IBM from 1955 to 1968 prior to founding Systems Dimensions Limited (computer services) in 1968. Mr. Fierheller was appointed President and Chief Executive Officer, Premier Cablesystems Limited in 1979, Vice-Chairman of the merged Rogers Cablesystems Inc. in 1980 and Chairman and Chief Executive Officer of RWCI in 1989. Mr. Fierheller is a director of RWCI, Extendicare Inc., the Sunnybrook & Women's Hospital Foundation, the Council for Business and the Arts in Canada, the Canadian Institute for Advanced Research and the Greater Toronto Marketing Alliance. Mr. Fierheller holds an Honours Degree (Political Science and Economics), University of Toronto, 1955. Mr. Fierheller was appointed a Member of The Order of Canada in 2000.
Peter Godsoe Scotia Plaza 40 King Street West, Suite 3005 Toronto, Ontario M5H 1H1	A resident of Toronto, Ontario and a director of RCI since October, 2003. Mr. Godsoe has served as Chairman (1995), Chief Executive Officer (1993), President and Chief Operating Officer (1992) and Vice-Chairman (1982), of The Bank of Nova Scotia since 1966. Mr. Godsoe is Chairman of Fairmont Hotels & Resorts and Sobeys Inc. His corporate directorships include Barrick Gold Corporation, Ingersoll-Rand Company, Lonmin PLC, Onex Corporation and Templeton Emerging Markets Investment Trust. Mr. Godsoe holds a B.Sc. (Mathematics and Physics) from the University of Toronto and an M.B.A. from the Harvard Business School. He is a C.A. and a Fellow of the Institute of Chartered Accountants of Ontario.
Ann T. Graham 18 Lower Village Gate, Suite 302 Toronto, Ontario M5P 3M1	A resident of Toronto, Ontario and a director of the Offeror since May 2004. Ms. Graham is also a director of RWCI and Sheena's Place. Ms. Graham is a graduate of the University of New Brunswick (Hon. B.A.). She holds a Bachelor of Education from the University of Toronto and a Bachelor of Fine Arts from York University.
James C. Grant C.G. James & Associates 2351 Ravine Gate Oakville, Ontario L6M 4R1	A resident of Oakville, Ontario and a director of the Offeror since April, 1992. Mr. Grant has been President, C.G. James & Associates (consultancy) since April, 1992. Previously, Mr. Grant held senior positions with the Royal Bank of Canada (a Canadian chartered bank), including Deputy Head of the Retail Division responsible for Strategic Planning and Executive Vice-President, Systems and Technology from 1984 to 1992. Mr. Grant serves as a director of RWCI, Secure Electrans Limited (U.K.) and TouchTunes Music Corp. Canada. Mr. Grant represented Canada in a number of international associations including the Business Industry Advisory Committee to the O.E.C.D., the International Chamber of Commerce on Information Systems and the Telecommunications and Computer Services Sectoral Advisory group on International Trade, Government of Canada (NAFTA). Mr. Grant holds a B.Eng., Technical University of Nova Scotia.

A-2

Thomas I. Hull The Hull Group BCE Place 181 Bay Street, Suite 4200 Toronto, Ontario M5J 2T3	A resident of Toronto, Ontario and a director of the Offeror since May, 1991. Mr. Hull has been Chairman and Chief Executive Officer of The Hull Group of Companies (insurance) since 1954. Mr. Hull is also a director of RWCI, RCI, Rogers Media Inc. and Rogers Telecommunications Limited Mr. Hull is a graduate of Upper Canada College and the Insurance Co. of North America College of Insurance and Risk Management. Mr. Hull is a life member of the Canadian Association of Insurance and Financial Advisors and past president of the Life Underwriters' Association of Toronto.
Robert W. Korthals P.O. Box 298, Suite 4545 Royal Trust Tower, TD Centre 77 King Street West Toronto, Ontario M5K 1K2	A resident of Toronto, Ontario and has served as a director of RCI since February, 1995 and as one of the directors of Rogers Cable Inc. from 1995 to 1998 and since 2000. Mr. Korthals is currently Chairman of the Ontario Teachers Pension Plan Board and a director of Cognos Inc., Suncor Energy Inc., Mulvihill Exchange Traded Closed-End Funds, Easyhome Ltd., Great Lakes Carbon Income Fund, Bucyrus International Inc. and Jannock Properties Ltd. From 1967 to 1995, Mr. Korthals served as an officer of a Canadian chartered bank most recently as President from 1981 until his retirement in 1995. Mr. Korthals holds a B.Sc., Chemical Engineering, University of Toronto, and an M.B.A., Harvard Business School.
Philip B. Lind Rogers Communications Inc. 333 Bloor Street East, 10th Floor Toronto, Ontario M4W 1G9	A resident of Toronto, Ontario and a director of RCI since February, 1979. Mr. Lind is Vice-Chairman of RCI. Mr. Lind joined RCI in 1969 as Programming Chief and has served as Secretary of the Board and Senior Vice-President, Programming and Planning. Mr. Lind is also a director of Brascan Corporation, Canadian General Tower Limited, Council for Business and the Arts, The Outdoor Life Network and the Power Plant (Contemporary Art Gallery at Harbourfront). Mr. Lind is a former member of the Board of the National Cable Television Association in the U.S.; and is a former Chairman and currently serves on the Board of the Canadian Cable Television Association. He is also Chairman of the Board of the CCPTA (Channel 17, WNED). Mr. Lind holds a B.A. (Political Science and Sociology) University of British Columbia and a M.A. (Political Science), University of Rochester. In 2002, he received a Doctor of Laws, honoris causa, from the University of British Columbia. In 2002, Mr. Lind was appointed to the Order of Canada.
Kent Mathy AT&T Wireless Services Inc. 1 Northfield Plaza, Suite 300 Northfield, IL 60093	An American citizen, a resident of Kenilworth, Illinois and a director of the Offeror since October, 2003. He is also a director of RWCI. Mr. Mathy has been Executive Vice-President, Business Market Groups, AT&T Wireless Services, Inc. since 2004. Previously Mr. Mathy served as Chairman, President and Chief Executive Officer, Celox Networks (network equipment manufacturer) from 2000 to 2002. Prior to joining Celox in 1981, Mr. Mathy served with AT&T, holding numerous management positions nationwide over a period of 18 years. Mr. Mathy holds a Bachelor of Business Administration, Marketing, University of Wisconsin-Oshkosh, 1981, and attended the University of Michigan, Executive Programme, 1993.
Alexander Mikalachki Rogers Communications Inc. 333 Bloor Street East, 10th Floor Toronto, Ontario M4W 1G9	A resident of London, Ontario and a director of RCI since June 1999. Mr. Mikalachki is also a director of The Independent Order of Foresters. Mr. Mikalachki served as Acting Dean, 1989-90, Associate Dean, Programs, 1981-1991 and Professor Emeritus, 2000, Richard Ivey School of Business, University of Western Ontario. Mr. Mikalachki holds a B.Comm., Sir George Williams College and an M.B.A., Ph.D., Ivey Business School, University of Western Ontario.

A-3

Nadir H. Mohamed, CA Rogers Wireless Communications Inc. One Mount Pleasant Road, 16th Floor Toronto, Ontario M4Y 2Y5	A resident of Toronto, Ontario and a director of the Offeror and RWCI since June, 2001. Mr. Mohamed has been President and Chief Executive Officer of the Offeror since July 2001. Mr. Mohamed is also President and Chief Executive Officer of RWCI. Previously, Mr. Mohamed was President and Chief Operating Officer of the Offeror and RWCI from August 2000 to June 2001. Prior to joining the Offeror, Mr. Mohamed served as Senior Vice-President, Marketing and Sales, TELUS Communications Inc. (telecommunications) from February 1999 to August 2000, held several senior financial, strategic business development and operational management positions at both BC Tel and BC Tel Mobility (telecommunications) from October 1981 to July 1997 and served as President and Chief Operating Officer, BC Tel Mobility from August 1997 to June 1999. Mr. Mohamed is a director of Sierra Wireless, Inc. and Cinram International Inc. Mr. Mohamed holds an undergraduate degree from the University of British Columbia and received his C.A. designation in 1980.
Pierre L. Morrissette Pelmorex Inc. 1 Robert Speck Parkway, Suite 1600 Mississauga, Ontario L4Z 4B3	A resident of Oakville, Ontario and a director of the Offeror since May, 1991. He is also a director of RWCI. Mr. Morrissette has served as Chairman, President and Chief Executive Officer of Pelmorex Inc. (media) from 1989 to present. Mr. Morrissette previously served as President and Chief Executive Officer, Canadian Satellite Communications Inc. (a satellite communications business) from 1983 to 1989, Chairman and Chief Executive Officer, CI Cable Systems (a cable business) from 1986 to 1988, Senior Vice-President and Chief Financial Officer, Telemedia Communications Inc. (media) from 1977 to 1983, President, Gasbeau Investments (holding company) from 1981 to 1983 and President, Telemedia Enterprises (media) from 1981 to 1983. Mr. Morrissette serves on the Advisory Boards of The Richard Ivey School of Business and Meteorological Services of Canada, Environment Canada. Mr. Morrissette holds a B.A. (Economics), Loyola of Montreal, and an M.B.A., University of Western Ontario.
The Hon. David R. Peterson, P.C., Q.C. Cassels, Brock & Blackwell LLP Suite 2100, 40 King Street West Toronto, Ontario M5H 3C2	A resident of Toronto, Ontario and a director of the Offeror since May, 1991. Mr. Peterson became a senior partner of Cassels Brock & Blackwell LLP in 1991 and has been Chairman of the firm since 1999. Mr. Peterson was elected as a Member of the Ontario Legislature in 1975 and became the Leader of the Ontario Liberal party in 1982. He served as Premier of Ontario between 1985 and 1990. Mr. Peterson is also a director of a number of boards that include RWCI, Ivanhoe Cambridge Shopping Centres Limited, Industrielle Alliance Assurance Company, National Life Assurance Company of Canada, RCI and BNP Paribas. Mr. Peterson holds a B.A. and LL.B., University of Toronto, was called to the Bar of Ontario in 1969, appointed Queen's Counsel in 1980, and summoned by Her Majesty to the Privy Council in 1992.
Jordan M. Roderick AT&T Wireless Services Inc. P.O. Box 97061 7277-164th Avenue NE Redmond, WA 98073-9761	An American citizen, a resident of Redmond, Washington and a Director of the Offeror since April, 2000. He is also a director of RWCI. Mr. Roderick has been President, International, AT&T Wireless Services,  Inc. from 2000 to present. Prior to his current position, Mr. Roderick was Executive Vice-President Wireless Technology and Products, and served in a variety of roles with AT&T Wireless Services and its predecessor companies, McCaw Cellular and LIN Broadcasting.
Edward "Ted" S. Rogers, O.C. Rogers Communications Inc. 333 Bloor Street East, 10th Floor Toronto, Ontario M4W 1G9	A resident of Toronto, Ontario and Chairman of the Offeror since May 1991. Mr. Rogers has also served as President and Chief Executive Officer of RCI since 1979. He also serves as a director of RCI, RWCI, Rogers Cable Inc., Rogers Media Inc., Rogers Telecommunications Limited, Cable Television Laboratories, Inc. and the Canadian Cable Television Association. Mr. Rogers holds a B.A., University of Toronto, LL.B., Osgoode Hall Law School, and was called to the Bar of Ontario in 1962. Mr. Rogers was appointed an Officer of the Order of Canada in 1990 and inducted into the Canadian Business Hall of Fame in 1994. In 2002, Mr. Rogers was inducted into the U.S. Cable Hall of Fame.

A-4

Edward Rogers Rogers Cable Inc. 333 Bloor Street East, 7th Floor Toronto, Ontario M4W 1G9	A resident of Toronto, Ontario and has served as a director of RCI since May 1997 and also serves as a director of Rogers Cable Inc., Rogers Media and Futureway Communications Inc. Mr. Rogers was appointed President and Co-Chief Executive Officer of RCI in February 2003 and became President and Chief Executive Officer in June 2003. From 1998 to 2000, Mr. Rogers served as Vice-President and General Manager, Greater Toronto Area. From 2000 to February 2003, Mr. Rogers served as Senior Vice-President, Planning and Strategy for RCI.
Loretta A. Rogers Rogers Communications Inc. 333 Bloor Street East, 10th Floor Toronto, Ontario M4W 1G9	A resident of Toronto, Ontario and a director of the Offeror since 2003. Mrs. Rogers also serves as a director of RWCI, RCI, Rogers Telecommunications Limited and Sheena's Place. Mrs. Rogers holds a B.A., University of Miami, and an honourary Doctorate of Laws, University of Western Ontario.
Martha L. Rogers Rogers Communications Inc. 333 Bloor Street East, 10th Floor Toronto, Ontario M4W 1G9	A resident of Toronto, Ontario and a director of the Offeror since May 2004. Ms. Rogers also serves as a director of RWCI. Ms. Rogers holds a B.A. University of Western Ontario and is currently completing her internship at the Canadian College of Naturopathic Medicine.
Melinda Rogers Rogers Communications Inc. 333 Bloor Street East, 10th Floor Toronto, Ontario M4W 1G9	A resident of Toronto, Ontario and a director of RCI since May 2002. Ms. Rogers also serves as Vice President, Strategic Planning and Venture Investments. She is a director of The Ontario Media Development Corporation, STSN Inc. and the Jays Care Foundation. Ms. Rogers was appointed Vice President, Venture Investments of RCI in September 2000. Prior to joining RCI, Ms. Rogers was a Product Manager for Excite@Home, Redwood City, California. Ms. Rogers holds a B.A., University of Western Ontario, and an M.B.A., University of Toronto.
William T. Schleyer Adelphia Communications Corp. 5619 DTC Parkway Greenwood Village, CO 80111	An American citizen, a resident of Rye Beach, New Hampshire and a director of RCI since August, 1998 and a director of Rogers Cable Inc. since 1998. Mr. Schleyer was appointed Chairman and Chief Executive Officer of Adelphia Communications Corp., a cable television and Internet access provider, in January 2003, prior to which Mr. Schleyer served as President and Chief Executive Officer of AT&T Broadband, a cable television and Internet service provider from 2001 to 2003. From February 2000 to October 2001, Mr. Schleyer was a principal in Pilot House Ventures, an investment firm, where he served as a liaison between investors and entrepreneurs. Prior to February 2000, Mr. Schleyer served as President and Chief Operating Officer of MediaOne, the broadband services arm of U.S. West Media Group, and as President and Chief Operating Officer of Continental Cablevision, Inc. before that Company's merger with U.S. West in 1996.
G. Michael Sievert AT&T Wireless Services Inc. RTC – Building 3 16221 NE 72nd Way Redmond, WA 98052	An American citizen, a resident of Yarrow Point, Washington and a director of the Offeror since October, 2002. He also serves as a director of RWCI. Mr. Sievert is Executive Vice-President and Chief Marketing Officer, AT&T Wireless Services, Inc., a position he has held since March, 2002. Previously, Mr. Sievert served as Chief Marketing and Sales Officer, E*TRADE Group, Inc. (financial services) and was employed there from November 1998 to February 2002. He has held management positions with IBM (a computer manufacturing business) from 1996 to 1998 and Proctor & Gamble (consumer products) from 1991 to 1996. Mr. Sievert holds a B.Sc. in Economics, The Wharton School, University of Pennsylvania.
John A. Tory Thomson Investments Limited 65 Queen Street West, 21st Floor Toronto, Ontario M5H 2M8	A resident of Toronto, Ontario and a director of RCI since December 1979. Mr. Tory is President of Thomson Investments Limited. Mr. Tory also serves as a director of The Thomson Corporation, The Woodbridge Company Limited and Abitibi-Consolidated Inc. Mr. Tory was educated at University of Toronto Schools, Toronto, Phillips Academy, Andover, Massachusetts, and University of Toronto and holds an LL.B., University of Toronto. Mr. Tory was called to the Bar of Ontario in 1954 and appointed Queen's Counsel in 1965.

A-5

J. Christopher C. Wansbrough Rogers Telecommunications Limited 333 Bloor Street East, 10th Floor Toronto, Ontario M4W 1G9	A resident of Toronto, Ontario and a director of the Offeror since 2003. He is Chairman, Rogers Telecommunications Limited and has held that position since December, 1997. Mr. Wansbrough serves as a director of RCI, RWCI and United Corporations Ltd. Mr. Wansbrough has also served as President of National Trust Company (a trust company) from 1977 to 1986 and Chairman of the Board of Omers Realty Corporation. Other affiliations include Chairman of the Board of the R.S. McLaughlin Foundation and the Independent Order of Foresters. Mr. Wansbrough holds a B.A., University of Toronto, and is a Chartered Financial Analyst.
Colin D. Watson Vector Aerospace Corporation 105 Bedford Road Toronto, Ontario M5R 2K4	A resident of Toronto, Ontario and a director of RCI since May 27, 2004. He was formerly a director of RCI from 1979-1996. Mr. Watson is President and Chief Executive Officer, Vector Aerospace (aeronautics). Mr. Watson was President and Chief Executive Officer of Spar Aerospace Limited from 1996-2000 and was Vice-Chairman and Chief Executive Officer from 2000-2001. Mr. Watson is a director of Rogers Cable Inc., B Split II Corporation; Cygnal Technologies Corp.; Great Lakes Carbon Income Fund; Kasten Chase Applied Research Limited; Louisiana-Pacific Corporation; NorthStar Aerospace; OnX Incorporated and Persona Inc. Mr. Watson was a member of the National Information Highway Advisory Council (1995-1997) and he is a member of the Association of Professional Engineers of Ontario. Mr. Watson holds a B.A.Sc. (Mechanical Engineering) degree from the University of British Columbia and an M.B.A. from the University of Western Ontario, Ivey School of Business.
W. David Wilson Scotia Capital Inc. 7th Floor, Box 4085 40 King Street West Scotia Plaza Toronto, Ontario M5W 2X6	A resident of Toronto, Ontario and a director of RCI since February 1979. Mr. Wilson is Vice-Chairman, Bank of Nova Scotia and Chairman and Chief Executive Officer, Scotia Capital Inc. Mr. Wilson joined McLeod Young Weir Limited in 1971 and became Managing Director, Corporate Finance Department in 1984, President and Deputy Chief Executive Officer, ScotiaMcLeod, in 1993 and Chairman and Chief Executive Officer of Scotia Capital Markets in 1998 and Vice-Chairman, Bank of Nova Scotia in 2002. Mr. Wilson is a trustee of the Art Gallery of Ontario and a member of the Governing Council for the University of Toronto, the Dean's Advisory Council for the Schulich School of Business, York University and the 5-year Review Committee (reviewing the Securities Act (Ontario). Mr. Wilson holds a B. Comm., University of Toronto and an M.B.A., York University.
EXECUTIVE OFFICERS
Robert F. Berner Rogers Wireless One Mount Pleasant Road Toronto, Ontario M4Y 2Y5	A resident of Unionville, Ontario and the Executive Vice President and Chief Technology Officer of the Offeror since January 2002. Mr. Berner is also Executive Vice President and Chief Technology Officer of RWCI. Mr. Berner was appointed Senior Vice President and Chief Technology Officer in 1997, prior to which Mr. Berner served as Vice President and Chief Technology Officer from 1996 to 1997. Mr. Berner has been associated with the Offeror since 1985. Mr. Berner currently serves as a director of Tropian Inc., a privately held company, and is a founding member and director of the board of governors of the 3G Americas Consortium.
Alexander R. Brock Rogers Communications Inc. 333 Bloor Street East, 10th Floor Toronto, Ontario M4W 1G9	A resident of Toronto, Ontario and was appointed as Vice President, Business Development of RCI in 2001. Mr. Brock has been associated with RCI in various executive capacities since 1994.
Robert W. Bruce Rogers Wireless One Mount Pleasant Road Toronto, Ontario M4Y 2Y5	A resident of Toronto, Ontario and was appointed the Executive Vice President, Chief Marketing Officer and President, Wireless Data Services of the Offeror in 2001. Mr. Bruce is also Executive Vice president, Chief Marketing Officer and President, Wireless Data Services of RWCI. Prior to his appointment with the Offeror, Mr. Bruce served as Senior Vice President of Marketing for Bell Mobility, prior to which Mr. Bruce held senior operating and marketing positions with Oshawa Foods Limited (food distribution) from 1996 to 1998, Pepsi-Cola Canada Beverages Inc. (beverages) from 1990 to 1994 and Warner Lambert (prescription drugs) from 1986 to 1988.

A-6

Bruce Burgetz Rogers Wireless One Mount Pleasant Road Toronto, Ontario M4Y 2Y5	A resident of Toronto, Ontario and was appointed the Senior Vice President and Chief Information Officer of the Offeror in April 2002. Mr. Burgetz is also Senior Vice President and Chief Information Officer of RWCI. Prior to joining the Offeror, Mr. Burgetz served as Senior Vice President of Information Technology and Chief Information Officer for Shoppers Drug Mart (a retail drug store company). Mr. Burgetz was associated with Shoppers Drug Mart from 1992 to 2002.
Joseph B. Chesham Rogers Wireless 333 Bloor Street East Toronto, Ontario M4Y 2Y5	A resident of Newmarket, Ontario and was appointed President, Ontario Region of the Offeror in March 2003. Mr. Chesman is also President, Ontario Region of RWCI. Prior to his appointment, Mr. Chesham served as Vice President, National Corporate Sales from December 2002 to March 2003 and Vice President, Sales and Distribution for the Ontario Region from September 2001 to December 2002. Prior to 2001, and since September 2000, Mr. Chesham was Vice-President, Sales and Distribution, Ontario Region of the Offeror.
M. Lorraine Daly Rogers Communications Inc. 333 Bloor Street East, 10th Floor Toronto, Ontario M4W 1G9	A resident of Mississauga, Ontario and Vice-President, Treasurer of RCI since 1989. Ms. Daly has served as Vice President, Treasurer of the Offeror since 1991 and has also served as Vice-President, Treasurer of Rogers Cable Inc. since 1989. Ms Daly has been associated with RCI since 1987. Ms. Daly is also Vice-President, Treasurer of RWCI.
Bruce D. Day Rogers Communications Inc. 333 Bloor Street East, 10th Floor Toronto, Ontario M4W 1G9	A resident of Toronto, Ontario and has served as Vice President, Corporate Development of RCI since 1991. Mr. Day has been associated with RCI since 1983.
Kenneth G. Engelhart Rogers Communications Inc. 333 Bloor Street East, 10th Floor Toronto, Ontario M4W 1G9	A resident of Toronto, Ontario and Vice-President, Regulatory Law of RCI and of the Offeror since 1992. Mr. Engelhart is also Vice-President, Regulatory Law of RWCI. Mr. Engelhart has also served as Vice-President, Regulatory Law of Rogers Cable Inc. since 1998. Mr. Engelhart has been associated with RCI since 1990.
John R. Gossling, CA Rogers Wireless One Mount Pleasant Road Toronto, Ontario M4Y 2Y5	A resident of Toronto, Ontario and was appointed Senior Vice President and Chief Financial Officer of the Offeror in July 2000. Mr. Gossling is also Senior Vice President and Chief Financial Officer of RWCI. From 1985 to 2000, Mr. Gossling held various positions with KPMG LLP, most recently as a partner in KPMG's US Capital Markets Group based in New York City and London, England. Mr. Gossling received his Chartered Accountant designation in 1989.
Alan D. Horn, CA Rogers Communications Inc. 333 Bloor Street East, 10th Floor Toronto, Ontario M4W 1G9	A resident of Toronto, Ontario and has served as Vice-President, Finance and Chief Financial Officer of RCI since 1996, prior to which Mr. Horn served as Vice-President, Administration of RCI. Mr. Horn has served as a Vice-President of Rogers Cable Inc. since 1996.
Jan L. Innes Rogers Communications Inc. 333 Bloor Street East, 10th Floor Toronto, Ontario M4W 1G9	A resident of Toronto, Ontario and has served as Vice President, Communications of RCI since 1995.
Darryl E. Levy Suite 1600 330 Portage Avenue Winnipeg, Manitoba R3C 0C4	A resident of Winnipeg, Manitoba and was appointed President, Western Canada of the Offeror in May 2004. Prior to that, Mr. Levy served as Vice President and General Manager, Midwest Region of the Offeror from August 2000 to August 2004. From 1994 to 2000, Mr. Levy served as General Manager, Midwest Region. Mr. Levy is also President, Western Canada of RWCI.

A-7

Philip B. Lind Rogers Communications Inc. 333 Bloor Street East, 10th Floor Toronto, Ontario M4W 1G9	A resident of Toronto, Ontario and a director of RCI since February, 1979. Mr. Lind is Vice-Chairman of RCI. Mr. Lind joined RCI in 1969 as Programming Chief and has served as Secretary of the Board and Senior Vice-President, Programming and Planning. Mr. Lind is also a director of Brascan Corporation, Canadian General Tower Limited, Council for Business and the Arts, The Outdoor Life Network and the Power Plant (Contemporary Art Gallery at Harbourfront). Mr. Lind is a former member of the Board of the National Cable Television Association in the U.S.; and is a former Chairman and currently serves on the Board of the Canadian Cable Television Association. He is also Chairman of the Board of the CCPTA (Channel 17, WNED). Mr. Lind holds a B.A. (Political Science and Sociology) University of British Columbia and a M.A. (Political Science), University of Rochester. In 2002, he received a Doctor of Laws, honoris causa, from the University of British Columbia. In 2002, Mr. Lind was appointed to the Order of Canada.
James S. Lovie Rogers Wireless One Mount Pleasant Road Toronto, Ontario M4Y 2Y5	A resident of Aurora, Ontario and was appointed Executive Vice President, Sales, Service and Distribution of the Offeror in 2001. Mr. Lovie is also Executive Vice President, Sales, Service and Distribution of RWCI. Prior to his appointment with the Offeror, Mr. Lovie served as President and Chief Operating Officer of Axxent Corporation (a CLEC company), prior to which Mr. Lovie served as President and Chief Executive Officer of cMeRun Corp. (Internet company). From 1998 to 2000, Mr. Lovie served as President and Chief Executive Officer of Bell Distribution Inc. (Bell Canada's retail distribution company).
Bruce M. Mann Rogers Communications Inc. 333 Bloor Street East, 10th Floor Toronto, Ontario M4W 1G9	A resident of Toronto, Ontario and has served as Vice President, Investor Relations of RCI since 2001. From 1998 to 2001, Mr. Mann served as Vice President, Investor Relations of Metronet Communications Inc. and, from 1986 to 1998, he was associated with US West, Inc., most recently as Investor Relations Director.
Ronan D. McGrath Rogers Communications Inc. One Mount Pleasant Road Toronto, Ontario M4Y 2Y5	A resident of Toronto, Ontario and has served as President, Rogers Shared Services and Chief Information Officer of RCI since 1996, prior to which Mr. McGrath served as Chief Information Officer of Canadian National Railways (a national rail company).
Donna McNicol Rogers Wireless 333 Bloor Street East Toronto, Ontario M4W 1G9	A resident of Mississauga, Ontario and was appointed Vice President, Human Resources of the Offeror in 2002. Prior thereto and since 1997, she was a Director, Human Resources of the Offeror.
Graeme H. McPhail Rogers Communications Inc. 333 Bloor Street East, 10th Floor Toronto, Ontario M4W 1G9	A resident of Toronto, Ontario and has served as Vice President and Associate General Counsel of the Offeror since 1996. Mr. McPhail has also served as Vice President, Associate General Counsel of RCI since 1996 and has been associated with RCI since 1991. Mr. McPhail is also Vice-President, Associate General Counsel to RWCI.
David P. Miller Rogers Communications Inc. 333 Bloor Street East, 10th Floor Toronto, Ontario M4W 1G9	A resident of Toronto, Ontario and has served as Vice President and General Counsel to RCI since 1987 and as Vice President, General Counsel and Secretary of the Offeror since 1991. Mr. Miller is also Vice-President and General Counsel to RWCI. Mr. Miller also served as director of the Offeror in 2000 and 2001.

A-8

Nadir H. Mohamed, CA Rogers Wireless Communications Inc. One Mount Pleasant Road, 16th Floor Toronto, Ontario M4Y 2Y5	A resident of Toronto, Ontario and a director of the Offeror and RWCI since June, 2001. Mr. Mohamed is also President and Chief Executive Officer of RWCI. Mr. Mohamed has been President and Chief Executive Officer of the Offeror since July 2001. Previously, Mr. Mohamed was President and Chief Operating Officer of the Offeror and RWCI from August 2000 to June 2001. Prior to joining the Offeror, Mr. Mohamed served as Senior Vice-President, Marketing and Sales, TELUS Communications Inc. (telecommunications) from February 1999 to August 2000, held several senior financial, strategic business development and operational management positions at both BC Tel and BC Tel Mobility (telecommunications) from October 1981 to July 1997 and served as President and Chief Operating Officer, BC Tel Mobility from August 1997 to June 1999. Mr. Mohamed is a director of Sierra Wireless, Inc. and Cinram International Inc. Mr. Mohamed holds an undergraduate degree from the University of British Columbia and received his C.A. designation in 1980.
Edward "Ted" S. Rogers, Q.C. Rogers Communications Inc. 333 Bloor Street East, 10th Floor Toronto, Ontario M4W 1G9	A resident of Toronto, Ontario and has been Chairman of the Offeror since May, 1991. Mr. Rogers has also served as President and Chief Executive Officer of RCI since 1979. He also serves as a director of RCI, RWCI, Rogers Cable Inc., Rogers Media Inc., Rogers Telecommunications Limited, Cable Television Laboratories, Inc. and the Canadian Cable Television Association. Mr. Rogers holds a B.A., University of Toronto, LL.B., Osgoode Hall Law School, and was called to the Bar of Ontario in 1962. Mr. Rogers was appointed an Officer of the Order of Canada in 1990 and inducted into the Canadian Business Hall of Fame in 1994. In 2002, Mr. Rogers was inducted into the U.S. Cable Hall of Fame.
Arnold J. Stephens Rogers Wireless One Mount Pleasant Road Toronto, Ontario M4Y 2Y5	A resident of Calgary, Alberta and was appointed Senior Vice President, Customer Process Improvement of the Offeror in August 2004. Prior to that Mr. Stephens served as President, Western Canada from September 2000 to August 2004. Mr. Stephens is also, Senior Vice President, Customer Process Improvement of RWCI. Mr. Stephens held a series of senior management positions at TELUS Mobility (wireless communications) from 1989 to 2000, most recently as Acting President of TELUS Mobility and Acting Executive Vice President of TELUS.
Thomas A. Turner, Jr. Rogers Communications Inc. 333 Bloor Street East, 10th Floor Toronto, Ontario M4W 1G9	A resident of Toronto, Ontario and has served as Vice President, Convergence of RCI since 2001. Mr. Turner has been associated with RCI since 1992.
Anthony P. Viner Rogers Communications Inc. 333 Bloor Street East, 10th Floor Toronto, Ontario M4W 1G9	A resident of Toronto, Ontario and has served as Senior Vice President, Media of RCI since 1995. From 1992 to 1995, Mr. Viner served as Senior Vice President, Broadcasting of RCI. Mr. Viner serves as a Director and as President and Chief Executive Officer of Rogers Media Inc. Mr. Viner joined Rogers Broadcasting Limited as Executive Vice President and General Manager of CFTR/CHFI in February 1982 and, in September 1989, was appointed President of Rogers Broadcasting Limited and CFMT-TV.
E. Jennifer Warren Rogers Communications Inc. 333 Bloor Street East, 10th Floor Toronto, Ontario M4W 1G9	A resident of Toronto, Ontario and has served as Vice President and Assistant General Counsel of RCI since 2000. Ms. Warren served as Legal Counsel of RCI from 1996 to 2000.
David J. Watt Rogers Communications Inc. 333 Bloor Street East, 10th Floor Toronto, Ontario M4W 1G9	A resident of Toronto, Ontario and has served as Vice President, Business Economics of RCI since 1999. From 1995 to 1999, Mr. Watt served as Vice President, Telecom Affairs of RCI, during which time Mr. Watt was seconded to the Canadian Cable Television Association as Senior Vice President, Economics and Telecommunications.

A-9

The Depositary for the Offers is:

COMPUTERSHARE INVESTOR SERVICES INC.

By Mail	By Registered Mail, Hand or Courier
P.O. Box 7021 31 Adelaide St. E Toronto, ON M5C 3H2 Attention: Corporate Actions	100 University Avenue 9th Floor Toronto, ON M5J 2Y1 Attention: Corporate Actions

Fax Number: (416) 981-9663
Toll Free: 1-877-982-5008
E-Mail: service@computershare.com

By Hand or Courier
Montreal	Vancouver	Calgary
650 de Maisonneuve Blvd West Suite 700 Montreal, QC H3A 3T2	510 Burrard Street 2nd Floor Vancouver, BC V6C 3B9	Western Gas Tower Suite 600, 530 8th Avenue S.W. Calgary, AB T2P 3S8

The Dealer Manager for the Offers is:

TD SECURITIES INC.

In Canada:
TD Securities Inc.
TD Tower
66 Wellington Street West, 8th Floor
Toronto, Ontario M5K 1A2
Canada
Telephone: (416) 307-3752 In the United States:
TD Securities (U.S.A.) Inc.
31 West 52nd Street
New York, New York 10019
U.S.A.
Telephone: (212) 827-7565

The Information Agent for the Offers is:

INNISFREE M&A INCORPORATED

501 Madison Avenue, 20th Floor
New York, New York 10022
U.S.A.
Shareholders Call Toll-Free: (877) 687-1866
Banks and Brokers Call Collect: (212) 750-5833

Any questions and requests for assistance may be directed by Securityholders to the Depositary, Dealer Managers, or the Information Agent at their respective telephone numbers and locations set out above.

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NOTICE TO SECURITYHOLDERS IN THE UNITED STATES
FORWARD-LOOKING STATEMENTS
EXCHANGE RATE INFORMATION
SUMMARY TERM SHEET
GLOSSARY
OFFERS TO PURCHASE
CIRCULAR
CONSENT
APPROVAL AND CERTIFICATE
SCHEDULE A

EX-99.2

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The instructions accompanying this Letter of Acceptance and Transmittal should be read carefully before this Letter of Acceptance and Transmittal is completed. The Depositary, the Dealer Managers, the Information Agent or your broker or other financial advisor can assist you in completing this Letter of Acceptance and Transmittal (see back page of this document for addresses and telephone numbers).

LETTER OF ACCEPTANCE AND TRANSMITTAL
for Class A Restricted Voting Shares and
Class B Non-Voting Shares (and/or associated Rights, as applicable) of

MICROCELL TELECOMMUNICATIONS INC.
pursuant to the Offers dated September 30, 2004 of

ROGERS WIRELESS INC.
a wholly-owned subsidiary of Rogers Wireless Communications Inc.

THE OFFERS WILL BE OPEN FOR ACCEPTANCE UNTIL 5:00 P.M. (TORONTO TIME)
ON NOVEMBER 5, 2004 (THE "EXPIRY TIME"), UNLESS
THE OFFERS ARE EXTENDED OR WITHDRAWN.

        This Letter of Acceptance and Transmittal (or a facsimile thereof), properly completed and duly executed, together with all other required documents, must accompany (i) share certificates for Class A Restricted Voting Shares and/or Class B Non-Voting Shares ("Shares"), and associated Rights of Microcell Telecommunications Inc. (the "Company") deposited pursuant to the offers (the "Offers") dated September 30, 2004, made by Rogers Wireless Inc. (the "Offeror") to holders of Shares, and (ii) if the Separation Time occurs prior to the Expiry Time and Rights Certificates are distributed by the Company to holders of Shares prior to the time that a holder's Shares are deposited pursuant to the Offers for the Shares, Rights Certificates representing Rights equal in number to the number of Shares deposited.

        The terms and conditions of the Offers are incorporated by reference in this Letter of Acceptance and Transmittal. Capitalized terms used but not defined in this Letter of Acceptance and Transmittal which are defined in the Offers to Purchase (the "Offers to Purchase") and accompanying Circular (together, the "Offers to Purchase and Circular") dated September 30, 2004, have the meanings ascribed to them in the Offers to Purchase and Circular.

        Holders of Shares or Rights who wish to deposit such Shares or Rights but whose certificates for such Shares or Rights are not immediately available, who cannot complete the procedure for book-entry transfer on a timely basis, or who cannot deliver all other required documents to the Depositary no later than the Expiry Time must deposit their Shares or Rights according to the guaranteed delivery procedure set forth in Section 3 of the Offers to Purchase, "Manner of Acceptance — Procedure for Guaranteed Delivery". See Instruction 2 herein, "Procedure for Guaranteed Delivery".

        This Letter of Acceptance and Transmittal is to be used if certificates are to be forwarded herewith or, unless an Agent's Message is utilized, if delivery of Shares and Rights is to be made by book-entry transfer to an account maintained by the Depositary at the Book-Entry Transfer Facility (pursuant to the procedures set forth in Section 3 of the Offers to Purchase, "Manner of Acceptance — Book-entry Transfer").

        DELIVERY OF THIS LETTER OF ACCEPTANCE AND TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH BELOW WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. YOU MUST SIGN THIS LETTER OF ACCEPTANCE AND TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED BELOW AND, IF YOU ARE A U.S. SECURITYHOLDER, COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW.

TO:	Rogers Wireless Inc.
AND TO:	Computershare Investor Services Inc. (the "Depositary"), at its offices set out herein

        The undersigned delivers to you the enclosed certificate(s) for Shares and Rights and, subject only to the provisions of the Offers regarding withdrawal, irrevocably accepts the Offers for such Shares and Rights. The undersigned understands that, unless such requirement is waived by the Offeror, holders of Shares are required to deposit one Right for each Share in order to effect a valid deposit of such Share or, if available, a Book-Entry Confirmation must be received by the Depositary with respect thereto. The following are the details of the enclosed certificate(s):

DESCRIPTION OF SHARES DEPOSITED

Certificate Number(s) (if available)†	Name(s) and Address(es) of Holder(s) (please fill in exactly as name(s) appear(s) on certificate(s))	Class of Shares (please check one)		Number of Shares Represented by Certificate†	Number of Shares Deposited*
		Class A	Class B
		o	o
		o	o
		o	o
		o	o
	TOTAL:

(If space is insufficient, please attach a list to this Letter of Acceptance and Transmittal in the above form.)

DESCRIPTION OF RIGHTS DEPOSITED^**

Certificate Number(s) (if available)†	Name(s) and Address(es) of Holder(s) (please fill in exactly as name(s) appear(s) on certificate(s))	Number of Rights Represented by Certificate†	Number of Rights Deposited*
	TOTAL:

(If space is insufficient please attach a list to this Letter of Acceptance and Transmittal in the above form.)

†

Need not be completed if transfer is made by book-entry.

*

Unless otherwise indicated, all Shares and Rights evidenced by any certificate(s) submitted to the Depositary will be deemed to have been deposited under the Offers. See Instruction 7, "Partial Deposits".

**

The following procedures must be followed in order to effect the valid delivery of Rights Certificates: (i) if the Separation Time has not occurred under the Microcell Rights Plan and Rights Certificates have not been distributed by the Company, the delivery of Shares by a depositing holder of Shares will also constitute a deposit of the associated Rights; (ii) if Rights Certificates have been distributed by the Company and received by the undersigned by the time the undersigned delivers the certificates for the Shares, such Rights Certificates must be delivered with the certificates for the Shares; and (iii) if Rights Certificates have been distributed by the Company but have not been received by the undersigned by the time the undersigned delivers the certificates for the Shares, the undersigned may deposit its Rights before receiving Rights Certificates by using the guaranteed delivery procedure described below. See Instruction 2, "Procedure for Guaranteed Delivery".

2

        The undersigned acknowledges receipt of the Offers to Purchase and Circular and represents and warrants that: (i) the undersigned has full power and authority to deposit, sell, assign and transfer the Shares and Rights covered by this Letter of Acceptance and Transmittal (the "Deposited Securities") and any Other Securities (as defined below) being deposited; (ii) the undersigned or the Person on whose behalf the Deposited Securities (and Other Securities) are being deposited owns (including, without limitation, within the meaning of Rule 14e-4 under the Exchange Act) the Deposited Securities that are being deposited (and any Other Securities); (iii) the Deposited Securities and Other Securities have not been sold, assigned or transferred, nor has any agreement been entered into to sell, assign or transfer any of the Deposited Securities and Other Securities, to any other Person; (iv) the deposit of the Deposited Securities and Other Securities complies with applicable laws (including with Rule 14e-4 under the Exchange Act); and (v) when the Deposited Securities and Other Securities are taken up and paid for by the Offeror, the Offeror will acquire good title thereof, free and clear of all liens, restrictions, charges, encumbrances, claims and rights of others. The acceptance of the Offers pursuant to the procedures set forth herein shall constitute a binding agreement between the depositing holder of Shares and Rights and the Offeror in accordance with the terms and conditions of the Offers.

        The undersigned acknowledges that all questions as to validity, form, eligibility (including timely receipt) and acceptance of any Shares deposited pursuant to the Offer and of any notice of withdrawal shall be determined by the Offeror in its sole discretion and that such determination shall be final and binding. The undersigned acknowledges that there is no duty or obligation upon the Offeror, the Depositary or any other person to give notice of any defect or irregularity in any deposit or notice of withdrawal and no liability will be incurred by any of them for failure to give any such notice.

        The undersigned recognizes that, under the circumstances set forth in Section 4 of the Offers to Purchase, "Conditions of the Offers", the Offeror may not be required to accept for payment any of the Securities deposited hereby. The undersigned acknowledges that such conditions are for the exclusive benefit of the Offeror and may be asserted by the Offeror regardless of the circumstances giving rise to such assertion, including any action or inaction by the Offeror, or, subject to the terms of the Support Agreement, may be waived by the Offeror in whole or in part, at any time and from time to time, prior to the Expiry Time without prejudice to any other rights which the Offeror may have.

        IN CONSIDERATION OF THE OFFERS AND FOR VALUE RECEIVED, upon the terms and subject to the conditions set forth in the Offers to Purchase and in this Letter of Acceptance and Transmittal, subject only to the provisions of the Offers to Purchase regarding withdrawal rights, the undersigned irrevocably accepts the Offers for and in respect of the Deposited Securities and (unless deposit is to be made pursuant to the procedure for deposit by book-entry transfer set forth in Section 3 of the Offers to Purchase, "Manner of Acceptance — Book-entry Transfer") delivers to you the enclosed Share certificate(s) and/or Rights Certificates representing the Deposited Securities and, on and subject to the terms and conditions of the Offers to Purchase, deposits, sells, assigns and transfers to the Offeror all right, title and interest in and to the Deposited Securities, and in and to all rights and benefits arising from the Deposited Securities including any and all Other Securities (as defined below).

        If, on or after the date of the Offers, the Company should declare or pay any dividend or declare, make or pay any other distribution or payment on or declare, allot, reserve or issue any securities, rights or other interests with respect to any class of Shares that is payable or distributable to the holders of such class of Shares on a record date that precedes the date of transfer of such Shares into the name of the Offeror or its nominees or transferees on the Share register maintained by or on behalf of the Company, then without prejudice to the Offeror's rights under Section 4 of the Offers to Purchase, "Conditions of the Offers": (a) in the case of cash dividends, distributions or payments, the amount of the dividends, distributions or payments shall be received and held by the depositing holder of Shares for the account of the Offeror until the Offeror pays for such Shares, and to the extent that such dividends, distributions or payments do not exceed the cash purchase price per Share payable by the Offeror pursuant to the Offers, the cash purchase price per Share pursuant to the Offers will be reduced by the amount of any such dividend, distribution or payment; (b) in the case of non-cash dividends, distributions, payments, rights or other interests, the whole of any such non-cash dividend, distribution, payment, right or other interest shall be received and held by the depositing holder of Shares for the account of the Offeror and shall be required to be promptly remitted and transferred by the depositing holder of Shares to the Depositary for the account of the Offeror, accompanied by appropriate documentation of transfer; and (c) in the

3

case of any cash dividends, distributions or payments in an amount that exceeds the cash purchase price per Share, the whole of any such cash dividend, distribution or payment shall be received and held by the depositing holder of Shares for the account of the Offeror and shall be required to be promptly remitted and transferred by the depositing holder of Shares to the Depositary for the account of the Offeror, accompanied by appropriate documentation of transfer. Pending such remittance, the Offeror will be entitled to all rights and privileges as owner of any such dividend, distribution, payment, right or other interest and may withhold the entire purchase price payable by the Offeror pursuant to the Offers or deduct from the purchase price payable by the Offeror pursuant to the Offers the amount or value of the dividend, distribution, payment, right or other interest, as determined by the Offeror in its sole discretion. In the event of any reduction in the amount paid per Share under the Offers resulting from a cash dividend, distribution or payment as described above, the Offers will be extended, if necessary, in accordance with Section 5 of the Offers to Purchase, "Extension and Variation of the Offers", such that not less than ten U.S. business days remain before the Offers expire.

        The undersigned further deposits, sells, assigns and transfers to the Offeror all of the right, title and interest of the undersigned in and to any and all Rights associated with the deposited Shares. If the Separation Time does not occur prior to the Expiry Time, a deposit of Shares will also constitute a deposit of the associated Rights. If the Separation Time occurs prior to the Expiry Time and Rights Certificates are distributed by the Company to holders of Shares prior to the time that the undersigned deposits its Shares pursuant to the Offers for the Shares, in order for the Shares to be validly deposited, Rights Certificates representing Rights equal in number to the number of Shares deposited must be delivered to the Depositary. If the Separation Time occurs prior to the Expiry Time and Rights Certificates are not distributed by the time the undersigned deposits its Shares pursuant to the Offers for the Shares, the undersigned may deposit its Rights before receiving Rights Certificates by using the guaranteed delivery procedure described in Section 3 of the Offers to Purchase, "Manner of Acceptance — Procedure for Guaranteed Delivery".

        The Offeror reserves the right to require, if the Separation Time occurs before the Expiry Time, that the Depositary receive, prior to taking up the Shares for payment pursuant to the Offers for the Shares, Rights Certificate(s) from a holder of Shares representing Rights equal in number to the Shares deposited by such holder.

        If the undersigned's Share certificates or Rights Certificates are not immediately available, the undersigned cannot complete the procedures for book-entry transfer on a timely basis, or the undersigned cannot deliver its Share certificates or Rights Certificates and all other required documents to the Depositary no later than the Expiry Time, the undersigned must deliver its Shares or Rights according to the guaranteed delivery procedures set forth in Section 3 of the Offers to Purchase, "Manner of Acceptance — Procedure for Guaranteed Delivery".

        The undersigned irrevocably appoints each officer of the Depositary and each officer of the Offeror and any other Person designated by the Offeror in writing, as the true and lawful agents, attorneys and attorneys-in-fact and proxies of the undersigned with respect to the Deposited Securities registered in the name of the undersigned on the books of the Company and deposited pursuant to the Offers and purchased by the Offeror (the "Purchased Securities"), and with respect to any and all dividends (other than certain cash dividends), distributions, payments, securities, rights (including Rights), warrants, assets or other interests (collectively, "Other Securities"), which may be declared, paid, accrued, issued, distributed, made or transferred on or in respect of the Purchased Securities on or after the date of the Offers, except as otherwise indicated in Section 10 of the Offers to Purchase, "Changes in Capitalization; Dividends and Distributions; Liens".

        The power of attorney will be granted upon execution of this Letter of Acceptance and Transmittal and shall be effective on and after the date that the Offeror takes up and pays for Purchased Securities (the "Effective Date"), with full power of substitution and resubstitution in the name of and on behalf of the undersigned (such power of attorney, coupled with an interest, being irrevocable) to: (i) transfer ownership of the Purchased Securities on the account books maintained by the Book-Entry Transfer Facility, together, in any such case, with all accompanying evidence of transfer and authenticity, to, or upon the order of, the Offeror; (ii) register or record the transfer of Purchased Securities and Other Securities on the registers of the Company; (iii) execute and deliver, as and when requested by the Offeror, any instruments of proxy, authorization or consent in form and on terms satisfactory to the Offeror in respect of such Purchased Securities and Other Securities, revoke any such instrument, authorization or consent or designate in such instrument, authorization

4

or consent any Person or Persons as the proxy of such holder in respect of the Purchased Securities for all purposes, including in connection with any meeting (whether annual, special or otherwise or any adjournment thereof) of holders of relevant securities of the Company; (iv) execute and negotiate any cheques or other instruments representing any Other Securities payable to the undersigned; and (v) exercise any rights of the undersigned with respect to such Purchased Securities and Other Securities, all as set forth in this Letter of Acceptance and Transmittal.

        The undersigned also agrees, effective on and after the Effective Date, not to vote any of the Purchased Securities or Other Securities at any meeting (whether annual, special or otherwise or any adjournment thereof) of holders of Shares or Rights or holders of Other Securities and not to exercise any or all of the other rights or privileges attached to the Purchased Securities or Other Securities and agrees to execute and deliver to the Offeror any and all instruments of proxy, authorizations or consents, in form and on terms satisfactory to the Offeror, in respect of all or any of the Purchased Securities or Other Securities, and to designate in such instruments of proxy the Person or Persons specified by the Offeror as the proxy or the proxy nominee or nominees of the holder in respect of the Purchased Securities or Other Securities. Upon such appointment, all prior proxies given by the holder of such Purchased Securities or Other Securities with respect thereto shall be revoked and no subsequent proxies may be given by such Person with respect thereto.

        The undersigned covenants and agrees to execute, upon request of the Offeror, any additional documents, transfers and other assurances as may be necessary or desirable to complete the sale, assignment and transfer of the Purchased Securities or Other Securities to the Offeror and acknowledges that all authority therein conferred or agreed to be conferred may be exercised during any subsequent legal incapacity of the undersigned and shall, to the extent permitted by law, survive the death or incapacity, bankruptcy or insolvency of the undersigned and all obligations of the undersigned therein shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

        If the cash payment to which the undersigned is entitled upon the Offeror taking up the Deposited Securities is greater than $25 million, the undersigned instructs the Offeror and the Depositary to make such payment by electronic transfer of Canadian funds and will provide to the Offeror, upon request, instructions for electronic transfer. In all other cases, the undersigned instructs the Offeror and the Depositary, upon the Offeror taking up the Deposited Securities, to mail a cheque, payable in Canadian funds and representing the cash payment to which the undersigned is entitled, by first class mail, postage prepaid, or to hold such cheque, if any, for pick-up, in accordance with the instructions given below. All amounts payable by the Offeror for Deposited Securities will be in Canadian currency. Should any Deposited Securities not be purchased, the deposited certificates and other relevant documents shall be returned promptly in accordance with the instructions in the preceding sentence. The undersigned acknowledges that the Offeror has no obligation pursuant to the instructions given below to transfer any Deposited Securities from the name of the registered holder thereof if the Offeror does not purchase any of the Deposited Securities.

        By reason of the use by the undersigned of an English language form of Letter of Acceptance and Transmittal, the undersigned shall be deemed to have required that any contract evidenced by the Offers as accepted through this Letter of Acceptance and Transmittal, as well as all documents related thereto, be drawn exclusively in the English language. En raison de l'usage d'une lettre d'envoi en langue anglaise par le soussigné, le soussigné et les destinataires sont réputés avoir requis que tout contrat attesté par les offres acceptées par cette lettre d'acceptation et d'envoi, de même que tous les documents qui s'y rapportent, soient rédigés exclusivement en langue anglaise.

5

IMPORTANT:

HOLDERS OF SHARES: SIGN HERE AND COMPLETE THIS SECTION IF YOU WISH TO DEPOSIT YOUR SHARES.

U.S. Securityholders must also complete the Substitute Form W-9 below.

Dated:	, 2004
Signature of holder of Shares or Rights or Authorized Representative — See Instructions 3 and 5
Name of holder of Shares or Rights (please print or type)
Name of Authorized Representative, if applicable (please print or type)
Daytime telephone number of holder of Shares or Rights or Authorized Representative
Daytime facsimile number of holder of Shares or Rights or Authorized Representative
Tax Identification, Social Insurance or Social Security Number of holder of Shares or Rights

COMPLETE THE FOLLOWING SIGNATURE GUARANTEE ONLY IF REQUIRED
UNDER INSTRUCTION 4 BELOW:

Signature guaranteed by (if required under Instruction 4):

Authorized Signature of Guarantor

Name of Guarantor (please print or type)

Address of Guarantor (please print or type)

6

BLOCK A
ISSUE CHEQUE IN THE NAME OF:
(please print or type)

(Name)

(Street Address and Number)

(City and Province or State)

(Country and Postal Code (or Zip) Code)

(Telephone — Business Hours)

(Tax Identification, Social Insurance or
Social Security Number)

BLOCK B
(Unless Block "C" is checked)
SEND CHEQUE TO:
(please print or type)

(Name)

(Street Address and Number)

(City and Province or State)

(Country and Postal Code (or Zip) Code)

BLOCK C

o    HOLD CHEQUE FOR PICK-UP AT THE OFFICES OF THE DEPOSITARY WHERE THIS LETTER OF ACCEPTANCE AND TRANSMITTAL IS DEPOSITED. (Check box)

BLOCK D

INDICATE WHETHER OR NOT YOU ARE A U.S. SECURITYHOLDER OR ARE ACTING ON BEHALF OF A U.S. SECURITYHOLDER

o    The owner signing above represents that it is not a U.S. Securityholder and is not acting on behalf of a U.S. Securityholder.

o    The owner signing above is a U.S. Securityholder or is acting on behalf of a U.S. Securityholder.

A U.S. Securityholder is any Securityholder that is either (A) providing an address in Block "B" which is located within the United States or any territory or possession thereof or (B) a U.S. person for United States federal income tax purposes.

IF YOU ARE A U.S. SECURITYHOLDER OR ARE ACTING ON BEHALF OF A U.S. SECURITYHOLDER, THEN IN ORDER TO AVOID BACKUP WITHHOLDING YOU MUST COMPLETE THE SUBSTITUTE FORM W-9 INCLUDED BELOW, OR OTHERWISE PROVIDE CERTIFICATION THAT YOU ARE EXEMPT FROM BACKUP WITHHOLDING, AS PROVIDED IN THE INSTRUCTIONS.

7

BLOCK E
o    CHECK HERE IF SHARES AND/OR RIGHTS ARE BEING DEPOSITED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: (please print or type)
Name of Registered Holder:	Date of Execution Notice
Window Ticket Number (if any)
Name of Institution which Guaranteed Delivery

BLOCK F

o    CHECK HERE IF DEPOSITED SHARES OR RIGHTS ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER SHARES OR RIGHTS BY BOOK-ENTRY TRANSFER): (please print or type)

Name of Depositing Institution:

Account Number:

Transaction Code Number:

BLOCK G
DEALER OR BROKER SOLICITING ACCEPTANCE OF THE OFFERS
(See Instruction 8)
The owner signing above represents that the member of the Soliciting Dealer Group who solicited and obtained this deposit is: (please print or type)
(Firm)	(Registered Representative)	(Telephone Number)
(Address)	(Fax)
o    CHECK HERE IF LIST OF BENEFICIAL HOLDERS IS ATTACHED
o    CHECK HERE IF DISKETTE TO FOLLOW

8

SUBSTITUTE FORM W-9 — TO BE COMPLETED BY U.S. SECURITYHOLDERS ONLY

SUBSTITUTE Form W-9	Part 1 — Taxpayer Identification Number ("TIN") — ENTER YOUR TIN IN THE BOX AT RIGHT. (For most individuals, this is your social security number. If you do not have a TIN, see "Obtaining a Number" in the enclosed Guidelines.) CERTIFY BY SIGNING AND DATING BELOW.	Social Security Number(s) (If awaiting TIN, write "Applied For")
		OR
	Note: If the account is in more than one name, see the chart in the enclosed Guidelines to determine which number to give the payor. Employer Identification Number(s) (If awaiting TIN, write "Applied For")

Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification

Part 2 — For payees exempt from backup withholding, please write "exempt" here (see instructions): Part 3 — Certification — Under penalties of perjury, I certify that: (1)   The number shown on this form is my correct TIN (or I am waiting for a TIN to be issued to me); (2)   I am not subject to backup withholding because (a) I am exempt from backup withholding, (b) I have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and (3)   I am a U.S. person (including a U.S. resident alien). Signature of U.S. Person Date  , 2004

Certification Instructions. You must cross out Item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.

NOTE: Failure to furnish your correct TIN may result in a $50 penalty imposed by the Internal Revenue Service and in backup withholding of 28% of the gross proceeds of any payments made to you pursuant to the Offers. Please review the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional details.

You must complete the following certificate if you wrote "Applied For" in Part 1 of Substitute Form W-9.

CERTIFICATION
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate IRS Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a TIN by the time of payment, 28% of the gross proceeds of such payment may be withheld.
Signature:	Date:  , 2004

9

INSTRUCTIONS

1.     Use of Letter of Acceptance and Transmittal

(a)

This Letter of Acceptance and Transmittal (or a manually signed facsimile thereof) together with accompanying certificates representing the Deposited Securities (or, if deposit is made pursuant to the procedure for deposit by book-entry transfer set forth in Section 3 of the Offers to Purchase, "Manner of Acceptance — Book-entry Transfer", a timely Book-Entry Confirmation of a book-entry transfer of the Deposited Securities into the Depositary's account at the Book-Entry Transfer Facility) and all other documents required by the terms of the Offers to Purchase and this Letter of Acceptance and Transmittal must be physically received by the Depositary at any of the offices specified on the back cover page no later than the Expiry Time, unless the Offers in respect of the Shares are extended or unless the procedure for guaranteed delivery set out in Instruction 2 below is used.



(b)

THE METHOD USED TO DELIVER THIS LETTER OF ACCEPTANCE AND TRANSMITTAL AND ANY ACCOMPANYING CERTIFICATES REPRESENTING SHARES OR RIGHTS IS AT THE OPTION AND RISK OF THE HOLDER, AND DELIVERY WILL BE DEEMED EFFECTIVE ONLY WHEN SUCH DOCUMENTS ARE ACTUALLY RECEIVED BY THE DEPOSITARY. THE OFFEROR RECOMMENDS THAT THE NECESSARY DOCUMENTATION BE HAND DELIVERED TO THE DEPOSITARY AT ANY OF ITS OFFICES SPECIFIED BELOW, AND A RECEIPT OBTAINED; OTHERWISE THE USE OF REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. HOLDERS OF SHARES OR RIGHTS WHOSE SHARES OR RIGHTS ARE REGISTERED IN THE NAME OF A BROKER, DEALER, BANK, TRUST COMPANY OR OTHER NOMINEE SHOULD CONTACT THAT NOMINEE FOR ASSISTANCE IN DEPOSITING THOSE SHARES OR RIGHTS.

2.     Procedure for Guaranteed Delivery

        If a holder of Shares or Rights wishes to deposit such Shares or Rights pursuant to the Offers and certificates for such Shares or Rights are not immediately available, the holder cannot complete the procedure for book-entry transfer on a timely basis, or the holder cannot deliver all other required documents to the Depositary no later than the Expiry Time, those Shares or Rights may nevertheless be deposited under the Offers provided that all of the following conditions are met:

(a)

the deposit is made by or through an Eligible Institution (as defined below);



(b)

a Notice of Guaranteed Delivery (which is printed on green paper) in the form accompanying the Offers to Purchase and Circular or a facsimile thereof, properly completed and duly executed, including a guarantee by an Eligible Institution in the form specified in the Notice of Guaranteed Delivery, is received by the Depositary at the applicable addresses set out in the Notice of Guaranteed Delivery, no later than the Expiry Time;



(c)

the certificate(s) representing the deposited Shares and, if the Separation Time has occurred prior to the Expiry Time and Rights Certificates have been distributed to holders of Shares prior to the Expiry Time, the certificate(s) representing the deposited Rights, each in proper form for transfer or a Book-Entry Confirmation with respect to all deposited Shares and Rights, together with this Letter of Acceptance and Transmittal (or a facsimile hereof), properly completed and duly executed with any required signature guarantees (or, in the case of a book-entry transfer of Shares or Rights, an Agent's Message), covering the deposited Shares and Rights and all other documents required by this Letter of Acceptance and Transmittal, are received by the Depositary at the applicable address specified in the Notice of Guaranteed Delivery no later than 5 p.m., Toronto time, on the third trading day on the TSX after the Expiry Time; and



(d)

in the case of Rights where the Separation Time has occurred prior to the Expiry Time but Rights Certificates have not been distributed to holders of Shares prior to the Expiry Time, the certificate(s) representing the deposited Rights, in proper form for transfer or a Book-Entry Confirmation with respect to the deposited Rights, together with this Letter of Acceptance and Transmittal (or a facsimile

10

hereof), properly completed and duly executed with any required signature guarantees (or, in the case of a book-entry transfer of Rights, an Agent's Message), covering the deposited Rights and all other documents required by this Letter of Acceptance and Transmittal, are received by the Depositary at the applicable address specified in the Notice of Guaranteed Delivery no later than 5:00 p.m., Toronto time, on the third business day after Rights Certificates are distributed to holders of Shares.

        The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile or mail to the Depositary at the applicable addresses set out in the Notice of Guaranteed Delivery and must include a guarantee by an Eligible Institution in the form set out in the Notice of Guaranteed Delivery. Delivery of the Notice of Guaranteed Delivery and this Letter of Acceptance and Transmittal and accompanying Share certificates and Rights Certificates to any office other than such offices of the Depositary does not constitute delivery for purposes of satisfying a guaranteed delivery.

        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 Exchange Medallion Program (SEMP), or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP).

3.     Signatures

        This Letter of Acceptance and Transmittal must be completed and signed by the registered holder of Deposited Securities (including any participant in the Book-Entry Transfer Facility's systems whose name appears on a security position listing as the owner of Deposited Securities) accepting the Offers described above or by such holder's duly authorized representative (in accordance with Instruction 5).

(a)

If this Letter of Acceptance and Transmittal is signed by the registered owner(s) of the accompanying certificate(s), such signature(s) on this Letter of Acceptance and Transmittal must correspond with the name(s) as registered or as written on the face of such certificate(s) without any change whatsoever, and the certificate(s) need not be endorsed. If any of the Shares tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Acceptance and Transmittal.



(b)

If this Letter of Acceptance and Transmittal is signed by a person other than the registered owner(s) of the accompanying certificate(s), or if payment is to be issued in the name of a person other than the registered owner(s):



(i)

such deposited certificate(s) must be endorsed or accompanied by an appropriate share transfer power of attorney duly and properly completed by the registered owner(s); and



(ii)

the signature(s) on such endorsement or power of attorney must correspond exactly to the name(s) of the registered owner(s) as registered or as appearing on the certificate(s) and must be guaranteed as noted in Instruction 4 below.

4.     Guarantee of Signatures

        If this Letter of Acceptance and Transmittal is signed by a person other than the registered owner(s) (which term, for purposes of these Instructions, includes any participant in the Book-Entry Transfer Facility's systems whose name appears on a security position listing as the owner of the Deposited Securities) of the Deposited Securities, or if Deposited Securities not purchased are to be returned to a person other than such registered owner(s) or sent to an address other than the address of the registered owner(s) as shown on the registers of the Company or if payment is to be issued in the name of a person other than the registered owner(s) of the Deposited Securities, such signature must be guaranteed by an Eligible Institution in the space provided on the signature page, or in some other manner acceptable to the Depositary (except that no guarantee is required if the signature is that of an Eligible Institution).

5.     Fiduciaries, Representatives and Authorizations

        Where this Letter of Acceptance and Transmittal is executed by a person acting as an executor, administrator, trustee or guardian, or on behalf of a corporation, partnership or association or is executed by any

11

other person acting in a representative capacity, such person should so indicate when signing and this Letter of Acceptance and Transmittal must be accompanied by satisfactory evidence of the authority to act. The Offeror or the Depositary, at their discretion, may require additional evidence of authority or additional documentation.

6.     Special Payment and Delivery Instructions

        If payment to which the registered owner(s) of deposited Securities is (are) entitled is to be issued in the name of a person other than such registered owner(s), complete Block A on this Letter of Acceptance and Transmittal. If Block A is not completed, such payment will be issued in the name of the registered owner(s).

        If such payment is to be made in the form of a cheque mailed to a person other than the registered owner(s), complete Block B on this Letter of Acceptance and Transmittal. If such payment is to be made in the form of a cheque held for pick-up at the offices of the Depositary, complete Block C. If neither Block B nor Block C is completed and payment is to be made in the form of a cheque, such cheque will be mailed to the address of the registered owner(s) as shown on the registers of Microcell.

        If the payment to which registered owner(s) of deposited Securities is (are) entitled is greater than $25 million, such payment must be made by electronic funds transfer. In the event of the foregoing, the registered owner shall provide electronic funds transfer instructions to the Offeror immediately upon request thereof.

7.     Partial Deposits

        Unless deposits are to be made pursuant to the procedure for deposit by book-entry transfer, if the registered owner(s) wish(es) to deposit less than the total number of Shares evidenced by any certificate submitted, fill in the number of Shares to be deposited in the appropriate space on this Letter of Acceptance and Transmittal. In such case, new certificate(s) for the number of Shares not deposited will be sent to the registered holder as soon as practicable after the Expiry Time. The total number of Shares evidenced by all certificates delivered will be deemed to have been deposited unless otherwise indicated.

8.     Solicitation

        Identify the dealer or broker, if any, who solicited acceptance of the Offers by completing Block G on this Letter of Acceptance and Transmittal. Present a list of beneficial holders, if applicable.

9.     U.S. Securityholders and Substitute Form W-9

        United States federal income tax law generally requires that a U.S. Securityholder who receives cash in exchange for Shares or Rights must provide the Depositary with his correct Taxpayer Identification Number ("TIN"), which, in the case of a holder of Shares or Rights who is an individual, is generally the individual's social security number. If the Depositary is not provided with the correct TIN or an adequate basis for an exemption, such holder may be subject to penalties imposed by the Internal Revenue Service and backup withholding in an amount equal to 28% of the gross proceeds of any payment received hereunder. If withholding results in an overpayment of taxes, a refund may be obtained.

        To prevent backup withholding, each U.S. Securityholder must provide his correct TIN by completing the "Substitute Form W-9" set forth in this document, which requires such holder to certify under penalties of perjury, (1) that the TIN provided is correct (or that such holder is awaiting a TIN), (2) that (i) the holder is exempt from backup withholding, (ii) the holder has not been notified by the Internal Revenue Service that he is subject to backup withholding as a result of a failure to report all interest or dividends or (iii) the Internal Revenue Service has notified the holder that he is no longer subject to backup withholding, and (3) that the holder is a U.S. person (including a U.S. resident alien).

        Exempt holders (including, among others, all corporations) are not subject to backup withholding and reporting requirements. To prevent possible erroneous backup withholding, an exempt holder must enter its correct TIN in Part 1 of Substitute Form W-9, write "Exempt" in Part 2 of such form, and sign and date the form. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for additional instructions.

12

        If Shares or Rights are held in more than one name or are not in the name of the actual owner, consult the enclosed W-9 Guidelines for information on which TIN to report.

        If a U.S. Securityholder does not have a TIN, such holder should: (i) consult the enclosed W-9 Guidelines for instructions on applying for a TIN, (ii) write "Applied For" in the space for the TIN in Part 1 of the Substitute Form W-9, and (iii) sign and date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer Identification Number set forth in this document. In such case, the Depositary may withhold 28% of the gross proceeds of any payment made to such holder prior to the time a properly certified TIN is provided to the Depositary, and if the Depositary is not provided with a TIN within sixty (60) days, such amounts will be paid over to the Internal Revenue Service.

        If the Substitute Form W-9 is not applicable to a U.S. Securityholder because such holder is not a U.S. person for United States federal income tax purposes, such holder will instead need to submit an appropriate and properly completed IRS Form W-8 Certificate of Foreign status, signed under penalty or perjury. Such appropriate IRS Form W-8 may be obtained from the Depositary.

A U.S. SECURITYHOLDER WHO FAILS TO PROPERLY COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH IN THIS LETTER OF ACCEPTANCE AND TRANSMITTAL OR, IF APPLICABLE, THE APPROPRIATE IRS FORM W-8 MAY BE SUBJECT TO BACKUP WITHHOLDING OF 28% OF THE GROSS PROCEEDS OF ANY PAYMENTS MADE TO SUCH HOLDER PURSUANT TO THE OFFERS.

10.   Stock Transfer Taxes

        Except as otherwise provided in this Instruction 10, the Offeror will pay all stock transfer taxes with respect to the transfer and sale of any Shares or Rights to it or its order pursuant to the Offers. If, however, payment of the purchase price is to be made to, or if certificates for Shares or Rights not deposited or not accepted for payment are to be registered in the name of, any person other than the registered holder(s), or if deposited certificates for Shares or Rights are registered in the name of any person other than the person(s) signing this Letter of Acceptance and Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s) or such other person) payable on account of the transfer to such other person will be deducted from the purchase price of such Shares or Rights purchased unless evidence satisfactory to the Offeror, in its sole discretion, of the payment of such taxes, or exemption therefrom, is submitted.

11.   Miscellaneous

(a)

If the space on this Letter of Acceptance and Transmittal is insufficient to list all certificates for Deposited Securities, additional certificate numbers and number of Deposited Securities may be included on a separate signed list affixed to this Letter of Acceptance and Transmittal.



(b)

If Deposited Securities are registered in different forms (e.g., "John Doe" and "J. Doe"), a separate Letter of Acceptance and Transmittal should be signed for each different registration.



(c)

No alternative, conditional or contingent deposits will be acceptable. All depositing holders of Shares by execution of this Letter of Acceptance and Transmittal (or a facsimile hereof) waive any right to receive any notice of the acceptance of Deposited Securities for payment, except as required by applicable law.



(d)

The Offers and any agreement resulting from the acceptance of the Offers will be construed in accordance with and governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party to any agreement resulting from the acceptance of the Offers unconditionally and irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontario.



(e)

The Offeror will not pay any fees or commissions to any broker or dealer or any other Person for soliciting deposits of Shares or Rights pursuant to the Offers except as otherwise set forth in the Offers to Purchase (other than to the Dealer Managers, the Soliciting Dealers, Information Agent and the Depositary).

13

(f)

Additional copies of the Offers to Purchase and Circular, this Letter of Acceptance and Transmittal and the Notice of Guaranteed Delivery may be obtained from the Depositary at the addresses listed below.



(g)

ANY QUESTIONS AND REQUESTS FOR ASSISTANCE MAY BE DIRECTED BY HOLDERS OF SHARES TO THE DEPOSITARY, THE DEALER MANAGERS OR THE INFORMATION AGENT AT THEIR RESPECTIVE TELEPHONE NUMBERS AND LOCATIONS SET OUT BELOW. SHAREHOLDERS MAY ALSO CONTACT THEIR BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE FOR ASSISTANCE CONCERNING THE OFFERS.

12.   Lost Certificates

        If a Share certificate or a Rights Certificate has been lost or destroyed, this Letter of Acceptance and Transmittal should be completed as fully as possible and forwarded, together with a letter describing the loss, to the Depositary. The Depositary will forward such letter to the Company's registrar and transfer agent so that the transfer agent may provide replacement instructions. If a Share certificate or a Rights Certificate has been lost or destroyed, please ensure that you provide your telephone number so that the Depositary or the Company's transfer agent may contact you.

THIS LETTER OF ACCEPTANCE AND TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE (TOGETHER WITH CERTIFICATES FOR SHARES AND/OR RIGHTS AND ALL OTHER REQUIRED DOCUMENTS) OR THE NOTICE OF GUARANTEED DELIVERY OR A MANUALLY SIGNED FACSIMILE THEREOF MUST BE RECEIVED BY THE DEPOSITARY NO LATER THAN THE EXPIRY TIME.

14

The Depositary for the Offers is:

COMPUTERSHARE INVESTOR SERVICES INC.

By Mail P.O. Box 7021 31 Adelaide St. E Toronto, ON M5C 3H2 Attention: Corporate Actions	By Registered Mail, Hand or by Courier 100 University Avenue 9th Floor Toronto, ON M5J 2Y1 Attention: Corporate Actions
Toll Free: 1-877-982-5008 E-Mail: service@computershare.com

By Hand or Courier
Montreal	Vancouver	Calgary
650 de Maisonneuve Blvd West Suite 700 Montreal, QC H3A 3T2	510 Burrard Street 2nd Floor Vancouver, BC V6C 3B9	Western Gas Tower Suite 600, 530 8th Avenue S.W. Calgary, AB T2P 3S8

The Dealer Manager for the Offers is:

TD SECURITIES INC.

In Canada:	In the United States:
TD Securities Inc. TD Tower 66 Wellington Street West, 8th Floor Toronto, Ontario M5K 1A2 Canada Telephone: (416) 307-3752	TD Securities (U.S.A.) Inc. 31 West 52nd Street New York, New York 10019 U.S.A. Telephone: (212) 827-7565

The Information Agent for the Offers is:

INNISFREE M&A INCORPORATED

501 Madison Avenue, 20^th Floor
New York, New York
10022
U.S.A.

Shareholders Call Toll-Free: (877) 687-1866

Banks and Brokers Call Collect: (212) 750-5833

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SUBSTITUTE FORM W-9 — TO BE COMPLETED BY U.S. SECURITYHOLDERS ONLY
INSTRUCTIONS
COMPUTERSHARE INVESTOR SERVICES INC.
TD SECURITIES INC.

EX-99.3

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The instructions accompanying this Letter of Acceptance and Transmittal should be read carefully before this Letter of Acceptance and Transmittal is completed. The Depositary, the Dealer Managers, the Information Agent or your broker or other financial advisor can assist you in completing this Letter of Acceptance and Transmittal (see back page of this document for addresses and telephone numbers).

LETTER OF ACCEPTANCE AND TRANSMITTAL
for Warrants 2005 and Warrants 2008 of

MICROCELL TELECOMMUNICATIONS INC.
pursuant to the Offers dated September 30, 2004 of

ROGERS WIRELESS INC.
a wholly-owned subsidiary of Rogers Wireless Communications Inc.

THE OFFERS WILL BE OPEN FOR ACCEPTANCE UNTIL 5:00 P.M. (TORONTO TIME)
ON NOVEMBER 5, 2004 (THE "EXPIRY TIME"), UNLESS
THE OFFERS ARE EXTENDED OR WITHDRAWN.

        This Letter of Acceptance and Transmittal (or a facsimile thereof), properly completed and duly executed, together with all other required documents, must accompany certificates for Warrants 2005 and/or Warrants 2008 ("Warrants") of Microcell Telecommunications Inc. (the "Company") deposited pursuant to the offers (the "Offers") dated September 30, 2004, made by Rogers Wireless Inc. (the "Offeror") to holders of Warrants.

        The terms and conditions of the Offers are incorporated by reference in this Letter of Acceptance and Transmittal. Capitalized terms used but not defined in this Letter of Acceptance and Transmittal which are defined in the Offers to Purchase (the "Offers to Purchase") and accompanying Circular (together, the "Offers to Purchase and Circular") dated September 30, 2004, have the meanings ascribed to them in the Offers to Purchase and Circular.

        Holders of Warrants who wish to deposit such Warrants but whose certificates for such Warrants are not immediately available, who cannot complete the procedure for book-entry transfer on a timely basis, or who cannot deliver all other required documents to the Depositary no later than the Expiry Time must deposit their Warrants according to the guaranteed delivery procedure set forth in Section 3 of the Offers to Purchase, "Manner of Acceptance — Procedure for Guaranteed Delivery". See Instruction 2 herein, "Procedure for Guaranteed Delivery".

        This Letter of Acceptance and Transmittal is to be used if certificates are to be forwarded herewith or, unless an Agent's Message is utilized, if delivery of Warrants is to be made by book-entry transfer to an account maintained by the Depositary at the Book-Entry Transfer Facility (pursuant to the procedures set forth in Section 3 of the Offers to Purchase, "Manner of Acceptance — Book-entry Transfer").

        DELIVERY OF THIS LETTER OF ACCEPTANCE AND TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH BELOW WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. YOU MUST SIGN THIS LETTER OF ACCEPTANCE AND TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED BELOW AND, IF YOU ARE A U.S. SECURITYHOLDER, COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH BELOW.

TO:	Rogers Wireless Inc.
AND TO:	Computershare Investor Services Inc. (the "Depositary"), at its offices set out herein

        The undersigned delivers to you the enclosed certificate(s) for Warrants and, subject only to the provisions of the Offers regarding withdrawal, irrevocably accepts the Offers for such Warrants. The following are the details of the enclosed certificate(s):

Certificate Number(s)† (if available)	Name(s) and Address(es) of Registered Holder(s) (please fill in exactly as name(s) appear(s) on certificate(s))	Series of Warrants (please check one)		Number of Warrants Represented by Certificate†	Number of Warrants Deposited*
		2005	2008
		o	o
		o	o
		o	o
		o	o
	TOTAL:

(If space is insufficient, please attach a list to this Letter of Acceptance and Transmittal in the above form.)

†

Need not be completed if transfer is made by book-entry.

*

Unless otherwise indicated, all Warrants evidenced by any certificate(s) submitted to the Depositary will be deemed to have been deposited under the Offers. See Instruction 7, "Partial Deposits".

        The undersigned acknowledges receipt of the Offers to Purchase and Circular and represents and warrants that: (i) the undersigned has full power and authority to deposit, sell, assign and transfer the Warrants covered by this Letter of Acceptance and Transmittal (the "Deposited Securities") and any Other Securities (as defined below) being deposited; (ii) the undersigned or the Person on whose behalf the Deposited Securities (and Other Securities) are being deposited owns (including, without limitation, within the meaning of Rule 14e-4 under the Exchange Act) the Deposited Securities that are being deposited (and any Other Securities); (iii) the Deposited Securities and Other Securities have not been sold, assigned or transferred, nor has any agreement been entered into to sell, assign or transfer any of the Deposited Securities and Other Securities, to any other Person; (iv) the deposit of the Deposited Securities and Other Securities complies with applicable laws (including with Rule 14e-4 under the Exchange Act); and (v) when the Deposited Securities and Other Securities are taken up and paid for by the Offeror, the Offeror will acquire good title thereof, free and clear of all liens, restrictions, charges, encumbrances, claims and rights of others. The acceptance of the Offers pursuant to the procedures set forth herein shall constitute a binding agreement between the depositing holder of Warrants and the Offeror in accordance with the terms and conditions of the Offers.

        The undersigned acknowledges that all questions as to validity, form, eligibility (including timely receipt) and acceptance of any Warrants deposited pursuant to the Offer and of any notice of withdrawal shall be determined by the Offeror in its sole discretion and that such determination shall be final and binding. The undersigned acknowledges that there is no duty or obligation upon the Offeror, the Depositary or any other person to give notice of any defect or irregularity in any deposit or notice of withdrawal and no liability will be incurred by any of them for failure to give any such notice.

        The undersigned recognizes that, under the circumstances set forth in Section 4 of the Offers to Purchase, "Conditions of the Offers", the Offeror may not be required to accept for payment any of the Securities deposited hereby. The undersigned acknowledges that such conditions are for the exclusive benefit of the Offeror and may be asserted by the Offeror regardless of the circumstances giving rise to such assertion, including any action or inaction by the Offeror, or, subject to the terms of the Support Agreement, may be waived by the Offeror in whole or in part, at any time and from time to time, prior to the Expiry Time without prejudice to any other rights which the Offeror may have.

2

        IN CONSIDERATION OF THE OFFERS AND FOR VALUE RECEIVED, upon the terms and subject to the conditions set forth in the Offers to Purchase and in this Letter of Acceptance and Transmittal, subject only to the provisions of the Offers to Purchase regarding withdrawal rights, the undersigned irrevocably accepts the Offers for and in respect of the Deposited Securities and (unless deposit is to be made pursuant to the procedure for deposit by book-entry transfer set forth in Section 3 of the Offers to Purchase, "Manner of Acceptance — Book-entry Transfer") delivers to you the enclosed Warrant certificate(s) representing the Deposited Securities and, on and subject to the terms and conditions of the Offers to Purchase, deposits, sells, assigns and transfers to the Offeror all right, title and interest in and to the Deposited Securities, and in and to all rights and benefits arising from the Deposited Securities including any and all Other Securities (as defined below).

        If, on or after the date of the Offers, the Company should declare or pay any dividend or declare, make or pay any other distribution or payment on or declare, allot, reserve, or issue any securities, rights or other interests with respect to any series of Warrants, that is payable or distributable to the holders of Warrants on a record date that precedes the date of transfer of such Warrants into the name of the Offeror or its nominees or transferees on the Warrant register maintained by or on behalf of the Company, then without prejudice to the Offeror's rights under Section 4 of the Offers to Purchase, "Conditions of the Offers": (a) in the case of cash dividends, distributions or payments, the amount of the dividends, distributions or payments shall be received and held by the depositing holder of Warrants for the account of the Offeror until the Offeror pays for such Warrants, and to the extent that such dividends, distributions or payments do not exceed the cash purchase price per Warrant payable by the Offeror pursuant to the Offers, the cash purchase price per Warrant pursuant to the Offers will be reduced by the amount of any such dividend, distribution or payment; (b) in the case of non-cash dividends, distributions, payments, rights or other interests, the whole of any such non-cash dividend, distribution, payment, right or other interest shall be received and held by the depositing holder of Warrants for the account of the Offeror and shall be required to be promptly remitted and transferred by the depositing holder of Warrants to the Depositary for the account of the Offeror, accompanied by appropriate documentation of transfer; and (c) in the case of any cash dividends, distributions or payments in an amount that exceeds the cash purchase price per Warrant, the whole of any such cash dividend, distribution or payment shall be received and held by the depositing holder of Warrants for the account of the Offeror and shall be required to be promptly remitted and transferred by the depositing holder of Warrants to the Depositary for the account of the Offeror, accompanied by appropriate documentation of transfer. Pending such remittance, the Offeror will be entitled to all rights and privileges as owner of any such dividend, distribution, payment, right or other interest and may withhold the entire purchase price payable by the Offeror pursuant to the Offers or deduct from the purchase price payable by the Offeror pursuant to the Offers the amount or value of the dividend, distribution, payment, right or other interest, as determined by the Offeror in its sole discretion. In the event of any reduction in the amount paid per Warrant under the Offers resulting from a cash dividend, distribution or payment as described above, the Offers will be extended, if necessary, in accordance with Section 5 of the Offers to Purchase, "Extension and Variation of the Offers", such that not less than ten U.S. business days remain before the Offers expire.

        If the undersigned's Warrant certificates are not immediately available, the undersigned cannot complete the procedures for book-entry transfer on a timely basis, or the undersigned cannot deliver its Warrant certificates and all other required documents to the Depositary no later than the Expiry Time, the undersigned must deliver its Warrants according to the guaranteed delivery procedures set forth in Section 3 of the Offers to Purchase, "Manner of Acceptance — Procedure for Guaranteed Delivery".

        The undersigned irrevocably appoints each officer of the Depositary and each officer of the Offeror and any other Person designated by the Offeror in writing, as the true and lawful agents, attorneys and attorneys-in-fact and proxies of the undersigned with respect to the Deposited Securities registered in the name of the undersigned on the books of the Company and deposited pursuant to the Offers and purchased by the Offeror (the "Purchased Securities"), and with respect to any and all dividends (other than certain cash dividends), distributions, payments, securities, rights, warrants, assets or other interests (collectively, "Other Securities"), which may be declared, paid, accrued, issued, distributed, made or transferred on or in respect of the Purchased Securities on or after the date of the Offers, except as otherwise indicated in Section 10 of the Offers to Purchase, "Changes in Capitalization; Dividends and Distributions; Liens".

3

        The power of attorney will be granted upon execution of this Letter of Acceptance and Transmittal and shall be effective on and after the date that the Offeror takes up and pays for Purchased Securities (the "Effective Date"), with full power of substitution and resubstitution in the name of and on behalf of the undersigned (such power of attorney, coupled with an interest, being irrevocable) to: (i) transfer ownership of the Purchased Securities on the account books maintained by the Book-Entry Transfer Facility, together, in any such case, with all accompanying evidence of transfer and authenticity, to, or upon the order of, the Offeror; (ii) register or record the transfer of Purchased Securities and Other Securities on the registers of the Company; (iii) execute and deliver, as and when requested by the Offeror, any instruments of proxy, authorization or consent in form and on terms satisfactory to the Offeror in respect of such Purchased Securities and Other Securities, revoke any such instrument, authorization or consent or designate in such instrument, authorization or consent any Person or Persons as the proxy of such holder in respect of the Purchased Securities for all purposes, including in connection with any meeting (whether annual, special or otherwise or any adjournment thereof) of holders of relevant securities of the Company; (iv) execute and negotiate any cheques or other instruments representing any Other Securities payable to the undersigned; and (v) exercise any rights of the undersigned with respect to such Purchased Securities and Other Securities, all as set forth in this Letter of Acceptance and Transmittal.

        The undersigned also agrees, effective on and after the Effective Date, not to vote any of the Purchased Securities or Other Securities at any meeting (whether annual, special or otherwise or any adjournment thereof) of holders of Warrants or holders of Other Securities and not to exercise any or all of the other rights or privileges attached to the Purchased Securities or Other Securities and agrees to execute and deliver to the Offeror any and all instruments of proxy, authorizations or consents, in form and on terms satisfactory to the Offeror, in respect of all or any of the Purchased Securities or Other Securities, and to designate in such instruments of proxy the Person or Persons specified by the Offeror as the proxy or the proxy nominee or nominees of the holder in respect of the Purchased Securities or Other Securities. Upon such appointment, all prior proxies given by the holder of such Purchased Securities or Other Securities with respect thereto shall be revoked and no subsequent proxies may be given by such Person with respect thereto.

        The undersigned covenants and agrees to execute, upon request of the Offeror, any additional documents, transfers and other assurances as may be necessary or desirable to complete the sale, assignment and transfer of the Purchased Securities or Other Securities to the Offeror and acknowledges that all authority therein conferred or agreed to be conferred may be exercised during any subsequent legal incapacity of the undersigned and shall, to the extent permitted by law, survive the death or incapacity, bankruptcy or insolvency of the undersigned and all obligations of the undersigned therein shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

        If the cash payment to which the undersigned is entitled upon the Offeror taking up the Deposited Securities is greater than $25 million, the undersigned instructs the Offeror and the Depositary to make such payment by electronic transfer of Canadian funds and will provide to the Offeror, upon request, instructions for electronic transfer. In all other cases, the undersigned instructs the Offeror and the Depositary, upon the Offeror taking up the Deposited Securities, to mail a cheque, payable in Canadian funds and representing the cash payment to which the undersigned is entitled, by first class mail, postage prepaid, or to hold such cheque, if any, for pick-up, in accordance with the instructions given below. All amounts payable by the Offeror for Deposited Securities will be in Canadian currency. Should any Deposited Securities not be purchased, the deposited certificates and other relevant documents shall be returned promptly in accordance with the instructions in the preceding sentence. The undersigned acknowledges that the Offeror has no obligation pursuant to the instructions given below to transfer any Deposited Securities from the name of the registered holder thereof if the Offeror does not purchase any of the Deposited Securities.

        By reason of the use by the undersigned of an English language form of Letter of Acceptance and Transmittal, the undersigned shall be deemed to have required that any contract evidenced by the Offers as accepted through this Letter of Acceptance and Transmittal, as well as all documents related thereto, be drawn exclusively in the English language. En raison de l'usage d'une lettre d'envoi en langue anglaise par le soussigné, le soussigné et les destinataires sont réputés avoir requis que tout contrat attesté par les offres acceptées par cette lettre d'acceptation et d'envoi, de même que tous les documents qui s'y rapportent, soient rédigés exclusivement en langue anglaise.

4

IMPORTANT:

HOLDERS OF WARRANTS: SIGN HERE AND COMPLETE THIS SECTION IF YOU WISH TO DEPOSIT YOUR WARRANTS.

U.S. Securityholders must also complete the Substitute Form W-9 below.

Dated:	, 2004
Signature of holder of Warrants or Authorized Representative — See Instructions 3 and 5
Name of holder of Warrants (please print or type)
Name of Authorized Representative, if applicable (please print or type)
Daytime telephone number of holder of Warrants or Authorized Representative
Daytime facsimile number of holder of Warrants or Authorized Representative
Tax Identification, Social Insurance or Social Security Number of holder of Warrants

COMPLETE THE FOLLOWING SIGNATURE GUARANTEE ONLY IF REQUIRED
UNDER INSTRUCTION 4 BELOW:

Signature guaranteed by (if required under Instruction 4):

Authorized Signature of Guarantor

Name of Guarantor (please print or type)

Address of Guarantor (please print or type)

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BLOCK A
ISSUE CHEQUE IN NAME OF:
(please print or type)

(Name)

(Street Address and Number)

(City and Province or State)

(Country and Postal Code (or Zip) Code)

(Telephone — Business Hours)

(Tax Identification, Social Insurance or
Social Security Number)

BLOCK B
(Unless Block "C" is checked)
SEND CHEQUE TO:
(please print or type)

(Name)

(Street Address and Number)

(City and Province or State)

(Country and Postal Code (or Zip) Code)

BLOCK C

o    HOLD CHEQUE FOR PICK-UP AT THE OFFICES OF THE DEPOSITARY WHERE THIS LETTER OF ACCEPTANCE AND TRANSMITTAL IS DEPOSITED. (Check box)

BLOCK D

INDICATE WHETHER OR NOT YOU ARE A U.S. SECURITYHOLDER OR ARE ACTING ON BEHALF OF A U.S. SECURITYHOLDER

o    The owner signing above represents that it is not a U.S. Securityholder and is not acting on behalf of a U.S. Securityholder.

o    The owner signing above is a U.S. Securityholder or is acting on behalf of a U.S. Securityholder.

A U.S. Securityholder is any Securityholder that is either (A) providing an address in Block "B" which is located within the United States or any territory or possession thereof or (B) a U.S. person for United States federal income tax purposes.

IF YOU ARE A U.S. SECURITYHOLDER OR ARE ACTING ON BEHALF OF A U.S. SECURITYHOLDER, THEN IN ORDER TO AVOID BACKUP WITHHOLDING YOU MUST COMPLETE THE SUBSTITUTE FORM W-9 INCLUDED BELOW, OR OTHERWISE PROVIDE CERTIFICATION THAT YOU ARE EXEMPT FROM BACKUP WITHHOLDING, AS PROVIDED IN THE INSTRUCTIONS.

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BLOCK E
o    CHECK HERE IF WARRANTS ARE BEING DEPOSITED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING: (please print or type)
Name of Registered Holder:	Date of Execution Notice
Window Ticket Number (if any)
Name of Institution which Guaranteed Delivery

BLOCK F

o    CHECK HERE IF DEPOSITED WARRANTS ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER FACILITY MAY DELIVER WARRANTS BY BOOK-ENTRY TRANSFER): (please print or type)

Name of Depositing Institution:

Account Number:

Transaction Code Number:

BLOCK G
DEALER OR BROKER SOLICITING ACCEPTANCE OF THE OFFERS
(see Instruction 8)
The owner signing above represents that the member of the Soliciting Dealer Group who solicited and obtained this deposit is: (please print or type)
(Firm)	(Registered Representative)	(Telephone Number)
(Address)	(Fax)
o    CHECK HERE IF LIST OF BENEFICIAL HOLDERS IS ATTACHED
o    CHECK HERE IF DISKETTE TO FOLLOW

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SUBSTITUTE FORM W-9 — TO BE COMPLETED BY U.S. SECURITYHOLDERS ONLY

SUBSTITUTE Form W-9	Part 1 — Taxpayer Identification Number ("TIN") — ENTER YOUR TIN IN THE BOX AT RIGHT. (For most individuals, this is your social security number. If you do not have a TIN, see "Obtaining a Number" in the enclosed Guidelines.) CERTIFY BY SIGNING AND DATING BELOW.	Social Security Number(s) (If awaiting TIN, write "Applied For")
		OR
	Note: If the account is in more than one name, see the chart in the enclosed Guidelines to determine which number to give the payor. Employer Identification Number(s) (If awaiting TIN, write "Applied For")

Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification

Part 2 — For payees exempt from backup withholding, please write "exempt" here (see instructions): Part 3 — Certification — Under penalties of perjury, I certify that: (1)   The number shown on this form is my correct TIN (or I am waiting for a TIN to be issued to me); (2)   I am not subject to backup withholding because (a) I am exempt from backup withholding, (b) I have not been notified by the Internal Revenue Service ("IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and (3)   I am a U.S. person (including a U.S. resident alien). Signature of U.S. Person Date  , 2004

Certification Instructions. You must cross out Item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.

NOTE: Failure to furnish your correct TIN may result in a $50 penalty imposed by the Internal Revenue Service and in backup withholding of 28% of the gross proceeds of any payments made to you pursuant to the Offers. Please review the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional details.

You must complete the following certificate if you wrote "Applied For" in Part 1 of Substitute Form W-9.

CERTIFICATION
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate IRS Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a TIN by the time of payment, 28% of the gross proceeds of such payment may be withheld.
Signature:	Date:  , 2004

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INSTRUCTIONS

1.     Use of Letter of Acceptance and Transmittal

(a)

This Letter of Acceptance and Transmittal (or a manually signed facsimile thereof) together with accompanying certificates representing the Deposited Securities (or, if deposit is made pursuant to the procedure for deposit by book-entry transfer set forth in Section 3 of the Offers to Purchase, "Manner of Acceptance — Book-entry Transfer", a timely Book-Entry Confirmation of a book-entry transfer of the Deposited Securities into the Depositary's account at the Book-Entry Transfer Facility) and all other documents required by the terms of the Offers to Purchase and this Letter of Acceptance and Transmittal must be physically received by the Depositary at any of the offices specified on the back cover page no later than the Expiry Time, unless the Offers in respect of the Warrants are extended or unless the procedure for guaranteed delivery set out in Instruction 2 below is used.



(b)

THE METHOD USED TO DELIVER THIS LETTER OF ACCEPTANCE AND TRANSMITTAL AND ANY ACCOMPANYING CERTIFICATES REPRESENTING WARRANTS IS AT THE OPTION AND RISK OF THE HOLDER, AND DELIVERY WILL BE DEEMED EFFECTIVE ONLY WHEN SUCH DOCUMENTS ARE ACTUALLY RECEIVED BY THE DEPOSITARY. THE OFFEROR RECOMMENDS THAT THE NECESSARY DOCUMENTATION BE HAND DELIVERED TO THE DEPOSITARY AT ANY OF ITS OFFICES SPECIFIED BELOW, AND A RECEIPT OBTAINED; OTHERWISE THE USE OF REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. HOLDERS OF WARRANTS WHOSE WARRANTS ARE REGISTERED IN THE NAME OF A BROKER, DEALER, BANK, TRUST COMPANY OR OTHER NOMINEE SHOULD CONTACT THAT NOMINEE FOR ASSISTANCE IN DEPOSITING THOSE WARRANTS.

2.     Procedure for Guaranteed Delivery

        If a holder of Warrants wishes to deposit such Warrants pursuant to the Offers and certificates for such Warrants are not immediately available, the holder cannot complete the procedure for book-entry transfer on a timely basis, or the holder cannot deliver all other required documents to the Depositary no later than the Expiry Time, those Warrants may nevertheless be deposited under the Offers provided that all of the following conditions are met:

(a)

the deposit is made by or through an Eligible Institution (as defined below);



(b)

a Notice of Guaranteed Delivery (which is printed on yellow paper) in the form accompanying the Offers to Purchase and Circular or a facsimile thereof, properly completed and duly executed, including a guarantee by an Eligible Institution in the form specified in the Notice of Guaranteed Delivery, is received by the Depositary at the applicable addresses set out in the Notice of Guaranteed Delivery, no later than the Expiry Time; and



(c)

the certificate(s) representing the deposited Warrants in proper form for transfer, or a Book-Entry Confirmation with respect to the deposited Warrants, together with this Letter of Acceptance and Transmittal (or a facsimile hereof), properly completed and duly executed with any required signature guarantees (or in the case of a book-entry transfer of Warrants, an Agent's Message), covering the deposited Warrants and all other documents required by this Letter of Acceptance and Transmittal, are received by the Depositary at the applicable address specified in the Notice of Guaranteed Delivery no later than 5:00 p.m., Toronto time, on the third trading day on the TSX after the Expiry Time.

        The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile or mail to the Depositary at the applicable addresses set out in the Notice of Guaranteed Delivery and must include a guarantee by an Eligible Institution in the form set out in the Notice of Guaranteed Delivery. Delivery of the Notice of Guaranteed Delivery and this Letter of Acceptance and Transmittal and accompanying Warrant certificates to any office other than such offices of the Depositary does not constitute delivery for purposes of satisfying a guaranteed delivery.

        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 Exchange Medallion Program (SEMP), or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP).

9

3.     Signatures

        This Letter of Acceptance and Transmittal must be completed and signed by the registered holder of Deposited Securities (including any participant in the Book-Entry Transfer Facility's systems whose name appears on a security position listing as the owner of Deposited Securities) accepting the Offers described above or by such holder's duly authorized representative (in accordance with Instruction 5).

(a)

If this Letter of Acceptance and Transmittal is signed by the registered owner(s) of the accompanying certificate(s), such signature(s) on this Letter of Acceptance and Transmittal must correspond with the name(s) as registered or as written on the face of such certificate(s) without any change whatsoever, and the certificate(s) need not be endorsed. If any of the Warrants tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Acceptance and Transmittal.



(b)

If this Letter of Acceptance and Transmittal is signed by a person other than the registered owner(s) of the accompanying certificate(s), or if payment is to be issued in the name of a person other than the registered owner(s):



(i)

such deposited certificate(s) must be endorsed or accompanied by an appropriate warrant transfer power of attorney duly and properly completed by the registered owner(s); and



(ii)

the signature(s) on such endorsement or power of attorney must correspond exactly to the name(s) of the registered owner(s) as registered or as appearing on the certificate(s) and must be guaranteed as noted in Instruction 4 below.

4.     Guarantee of Signatures

        If this Letter of Acceptance and Transmittal is signed by a person other than the registered owner(s) (which term, for purposes of these Instructions, includes any participant in the Book-Entry Transfer Facility's systems whose name appears on a security position listing as the owner of the Deposited Securities) of the Deposited Securities, or if Deposited Securities not purchased are to be returned to a person other than such registered owner(s) or sent to an address other than the address of the registered owner(s) as shown on the registers of the Company or if payment is to be issued in the name of a person other than the registered owner(s) of the Deposited Securities, such signature must be guaranteed by an Eligible Institution in the space provided on the signature page, or in some other manner acceptable to the Depositary (except that no guarantee is required if the signature is that of an Eligible Institution).

5.     Fiduciaries, Representatives and Authorizations

        Where this Letter of Acceptance and Transmittal is executed by a person acting as an executor, administrator, trustee or guardian, or on behalf of a corporation, partnership or association or is executed by any other person acting in a representative capacity, such person should so indicate when signing and this Letter of Acceptance and Transmittal must be accompanied by satisfactory evidence of the authority to act. The Offeror or the Depositary, at their discretion, may require additional evidence of authority or additional documentation.

6.     Special Payment and Delivery Instructions

        If payment to which the registered owner(s) of deposited Securities is (are) entitled is to be issued in the name of a person other than such registered owner(s), complete Block A on this Letter of Acceptance and Transmittal. If Block A is not completed, such payment will be issued in the name of the registered owner(s).

        If such payment is to be made in the form of a cheque mailed to a person other than the registered owner(s), complete Block B on this Letter of Acceptance and Transmittal. If such payment is to be made in the form of a cheque held for pick-up at the offices of the Depositary, complete Block C. If neither Block B nor Block C is completed and payment is to be made in the form of a cheque, such cheque will be mailed to the address of the registered owner(s) as shown on the registers of Microcell.

        If the payment to which registered owner(s) of deposited Securities is (are) entitled is greater than $25 million, such payment must be made by electronic funds transfer. In the event of the foregoing, the registered owner shall provide electronic funds transfer instructions to the Offeror immediately upon request thereof.

10

7.     Partial Deposits

        Unless deposits are to be made pursuant to the procedure for deposit by book-entry transfer, if the registered owner(s) wish(es) to deposit less than the total number of Warrants evidenced by any certificate submitted, fill in the number of Warrants to be deposited in the appropriate space on this Letter of Acceptance and Transmittal. In such case, new certificate(s) for the number of Warrants not deposited will be sent to the registered holder as soon as practicable after the Expiry Time. The total number of Warrants evidenced by all certificates delivered will be deemed to have been deposited unless otherwise indicated.

8.     Solicitation

        Identify the dealer or broker, if any, who solicited acceptance of the Offers by completing Block G on this Letter of Acceptance and Transmittal. Present a list of beneficial holders, if applicable.

9.     Substitute Form W-9

        United States federal income tax law generally requires that a U.S. Securityholder who receives cash in exchange for Warrants must provide the Depositary with his correct Taxpayer Identification Number ("TIN"), which, in the case of a holder of Warrants who is an individual, is generally the individual's social security number. If the Depositary is not provided with the correct TIN or an adequate basis for an exemption, such holder may be subject to penalties imposed by the Internal Revenue Service and backup withholding in an amount equal to 28% of the gross proceeds of any payment received hereunder. If withholding results in an overpayment of taxes, a refund may be obtained.

        To prevent backup withholding, each U.S. Securityholder must provide his correct TIN by completing the "Substitute Form W-9" set forth in this document, which requires such holder to certify under penalties of perjury, (1) that the TIN provided is correct (or that such holder is awaiting a TIN), (2) that (i) the holder is exempt from backup withholding, (ii) the holder has not been notified by the Internal Revenue Service that he is subject to backup withholding as a result of a failure to report all interest or dividends or (iii) the Internal Revenue Service has notified the holder that he is no longer subject to backup withholding, and (3) that the holder is a U.S. person (including a U.S. resident alien).

        Exempt holders (including, among others, all corporations) are not subject to backup withholding and reporting requirements. To prevent possible erroneous backup withholding, an exempt holder must enter its correct TIN in Part 1 of Substitute Form W-9, write "Exempt" in Part 2 of such form, and sign and date the form. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for additional instructions.

        If Warrants are held in more than one name or are not in the name of the actual owner, consult the enclosed W-9 Guidelines for information on which TIN to report.

        If a U.S. Securityholder does not have a TIN, such holder should: (i) consult the enclosed W-9 Guidelines for instructions on applying for a TIN, (ii) write "Applied For" in the space for the TIN in Part 1 of the Substitute Form W-9, and (iii) sign and date the Substitute Form W-9 and the Certificate of Awaiting Taxpayer Identification Number set forth in this document. In such case, the Depositary may withhold 28% of the gross proceeds of any payment made to such holder prior to the time a properly certified TIN is provided to the Depositary, and if the Depositary is not provided with a TIN within sixty (60) days, such amounts will be paid over to the Internal Revenue Service.

        If the Substitute Form W-9 is not applicable to a U.S. Securityholder because such holder is not a U.S. person for United States federal income tax purposes, such holder will instead need to submit an appropriate and properly completed IRS Form W-8 Certificate of Foreign status, signed under penalty of perjury. Such appropriate IRS Form W-8 may be obtained from the Depositary.

A U.S. SECURITYHOLDER WHO FAILS TO PROPERLY COMPLETE THE SUBSTITUTE FORM W-9 SET FORTH IN THIS LETTER OF ACCEPTANCE AND TRANSMITTAL OR, IF APPLICABLE, THE APPROPRIATE IRS FORM W-8 MAY BE SUBJECT TO BACKUP WITHHOLDING OF 28% OF THE GROSS PROCEEDS OF ANY PAYMENTS MADE TO SUCH HOLDER PURSUANT TO THE OFFERS.

11

10.   Stock Transfer Taxes

        Except as otherwise provided in this Instruction 10, the Offeror will pay all stock transfer taxes with respect to the transfer and sale of any Warrants to it or its order pursuant to the Offers. If, however, payment of the purchase price is to be made to, or if Warrant Certificate(s) for Warrants not deposited or not accepted for payment are to be registered in the name of, any person other than the registered holder(s), or if deposited Warrant Certificate(s) are registered in the name of any person other than the person(s) signing this Letter of Acceptance and Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s) or such other person) payable on account of the transfer to such other person will be deducted from the purchase price of such Warrants purchased unless evidence satisfactory to the Offeror, in its sole discretion, of the payment of such taxes, or exemption therefrom, is submitted.

11.   Miscellaneous

(a)

If the space on this Letter of Acceptance and Transmittal is insufficient to list all certificates for Deposited Securities, additional certificate numbers and number of Deposited Securities may be included on a separate signed list affixed to this Letter of Acceptance and Transmittal.



(b)

If Deposited Securities are registered in different forms (e.g., "John Doe" and "J. Doe"), a separate Letter of Acceptance and Transmittal should be signed for each different registration.



(c)

No alternative, conditional or contingent deposits will be acceptable. All depositing holders of Warrants by execution of this Letter of Acceptance and Transmittal (or a facsimile hereof) waive any right to receive any notice of the acceptance of Deposited Securities for payment, except as required by applicable law.



(d)

The Offers and any agreement resulting from the acceptance of the Offers will be construed in accordance with and governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party to any agreement resulting from the acceptance of the Offers unconditionally and irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontario.



(e)

The Offeror will not pay any fees or commissions to any broker or dealer or any other Person for soliciting deposits of Warrants pursuant to the Offers except as otherwise set forth in the Offers to Purchase (other than to the Dealer Managers, the Soliciting Dealers, Information Agent and the Depositary).



(f)

Additional copies of the Offers to Purchase and Circular, this Letter of Acceptance and Transmittal and the Notice of Guaranteed Delivery may be obtained from the Depositary at the addresses listed below.



(g)

ANY QUESTIONS AND REQUESTS FOR ASSISTANCE MAY BE DIRECTED BY HOLDERS OF WARRANTS TO THE DEPOSITARY, THE DEALER MANAGERS OR THE INFORMATION AGENT AT THEIR RESPECTIVE TELEPHONE NUMBERS AND LOCATIONS SET OUT BELOW. SHAREHOLDERS MAY ALSO CONTACT THEIR BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE FOR ASSISTANCE CONCERNING THE OFFERS.

12.   Lost Certificates

        If a Warrant certificate has been lost or destroyed, this Letter of Acceptance and Transmittal should be completed as fully as possible and forwarded, together with a letter describing the loss, to the Depositary. The Depositary will forward such letter to the Company's registrar and transfer agent so that the transfer agent may provide replacement instructions. If a Warrant certificate has been lost or destroyed, please ensure that you provide your telephone number so that the Depositary or the Company's transfer agent may contact you.

THIS LETTER OF ACCEPTANCE AND TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE (TOGETHER WITH CERTIFICATES FOR WARRANTS AND ALL OTHER REQUIRED DOCUMENTS) OR THE NOTICE OF GUARANTEED DELIVERY OR A MANUALLY SIGNED FACSIMILE THEREOF MUST BE RECEIVED BY THE DEPOSITARY NO LATER THAN THE EXPIRY TIME.

12

The Depositary for the Offers is:

COMPUTERSHARE INVESTOR SERVICES INC.

By Mail P.O. Box 7021 31 Adelaide St. E Toronto, ON M5C 3H2 Attention: Corporate Actions	By Registered Mail, Hand or by Courier 100 University Avenue 9th Floor Toronto, ON M5J 2Y1 Attention: Corporate Actions
Toll Free: 1-877-982-5008 E-Mail: service@computershare.com

By Hand or by Courier
Montreal	Vancouver	Calgary
650 de Maisonneuve Blvd West Suite 700 Montreal, QC H3A 3T2	510 Burrard Street 2nd Floor Vancouver, BC V6C 3B9	Western Gas Tower Suite 600, 530 8th Avenue S.W. Calgary, AB T2P 3S8

The Dealer Manager for the Offers is:

TD SECURITIES INC.

In Canada:	In the United States:
TD Securities Inc. TD Tower 66 Wellington Street West, 8th Floor Toronto, Ontario M5K 1A2 Canada Telephone: (416) 307-3752	TD Securities (U.S.A.) Inc. 31 West 52nd Street New York, New York 10019 U.S.A. Telephone: (212) 827-7565

The Information Agent for the Offers is:

INNISFREE M&A INCORPORATED

501 Madison Avenue, 20^th Floor
New York, New York
10022
U.S.A.

Shareholders Call Toll-Free: (877) 687-1866

Banks and Brokers Call Collect: (212) 750-5833

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SUBSTITUTE FORM W-9 — TO BE COMPLETED BY U.S. SECURITYHOLDERS ONLY
COMPUTERSHARE INVESTOR SERVICES INC.
TD SECURITIES INC.

EX-99.4

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THIS IS NOT A LETTER OF ACCEPTANCE AND TRANSMITTAL

NOTICE OF GUARANTEED DELIVERY
for Class A Restricted Voting Shares and
Class B Non-Voting Shares (and/or associated Rights, as applicable) of

MICROCELL TELECOMMUNICATIONS INC.
Pursuant to the Offers dated September 30, 2004
of

ROGERS WIRELESS INC.

a wholly-owned subsidiary of Rogers Wireless Communications Inc.

THE OFFERS WILL BE OPEN FOR ACCEPTANCE UNTIL 5:00 P.M. (TORONTO TIME)
ON NOVEMBER 5, 2004 (THE "EXPIRY TIME"), UNLESS EXTENDED OR WITHDRAWN.

        This Notice of Guaranteed Delivery must be used to accept the offers dated September 30, 2004 (the "Offers") made by Rogers Wireless Inc. (the "Offeror") for Class A Restricted Voting Shares and Class B Non-Voting Shares (the "Shares") of Microcell Telecommunications Inc. (the "Company"), and associated Rights, if (i) certificates for the Shares and/or Rights to be deposited are not immediately available; (ii) the holder of Shares and/or Rights cannot complete the procedure for book-entry transfer of Shares and/or Rights on a timely basis; or (iii) the holder of Shares and/or Rights cannot deliver all other required documents to the Depositary no later than the Expiry Time. This Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile or mail to the Depositary at the address or facsimile number set out below.

        The terms and conditions of the Offers are incorporated by reference in this Notice of Guaranteed Delivery. Capitalized terms used but not defined in this Notice of Guaranteed Delivery which are defined in the Offers to Purchase and accompanying Circular dated September 30, 2004 (the "Offers to Purchase and Circular") have the meanings ascribed to them in the Offers to Purchase and Circular.

TO: the Depositary, Computershare Investor Services Inc.

By Mail:	By Registered Mail, by Hand or by Courier:	By Facsimile Transmission:
P.O. Box 7021 31 Adelaide St. E Toronto, ON M5C 3H2 Attention: Corporate Actions	100 University Avenue 9th Floor Toronto, ON M5J 2Y1 Attention: Corporate Actions	(416) 981-9663 Attention: Corporate Actions

        If a holder of Shares or Rights wishes to deposit such Shares or Rights pursuant to the Offers and certificates for such Shares or Rights are not immediately available, the holder cannot complete the procedure for book-entry transfer on a timely basis, or the holder cannot deliver all other required documents to the Depositary no later than the Expiry Time, those Shares or Rights may nevertheless be deposited under the Offers provided that all of the following conditions are met:

(a)

the deposit is made by or through an Eligible Institution (as defined below);



(b)

this Notice of Guaranteed Delivery or a facsimile hereof, properly completed and duly executed, including a guarantee by an Eligible Institution in the form specified below, is received by the Depositary, at the address specified below, no later than the Expiry Time;



(c)

the certificate(s) representing the deposited Shares and, if the Separation Time has occurred prior to the Expiry Time and Rights Certificates have been distributed to holders of Shares prior to the Expiry Time, the certificate(s) representing the deposited Rights, each in proper form for transfer or a

Book-Entry Confirmation with respect to all deposited Shares and Rights, together with a Letter of Acceptance and Transmittal (or a facsimile thereof), properly completed and duly executed with any required signature guarantees (or, in the case of a book-entry transfer of Shares or Rights, an Agent's Message), covering the deposited Shares and Rights and all other documents required by the Letter of Acceptance and Transmittal, are received by the Depositary at its office in Toronto at the address specified below no later than 5:00 p.m., Toronto time, on the third trading day on the TSX after the Expiry Time; and

(d)

in the case of Rights where the Separation Time has occurred prior to the Expiry Time but Rights Certificates have not been distributed to holders of Shares prior to the Expiry Time, the certificate(s) representing the deposited Rights, in proper form for transfer or a Book-Entry Confirmation with respect to the deposited Rights, together with a Letter of Acceptance and Transmittal (or a facsimile thereof), properly completed and duly executed with any required signature guarantees (or, in the case of a book-entry transfer of Rights, an Agent's Message), covering the deposited Rights, and all other documents required by the Letter of Acceptance and Transmittal, are received by the Depositary at its office in Toronto at the address specified below no later than 5:00 p.m., Toronto time, on the third business day after the Rights Certificates are distributed to holders of Shares.

        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 Exchange Medallion Program (SEMP), or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP).

        The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Acceptance and Transmittal and certificates for Shares and/or Rights to the Depositary within the time period specified herein.

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA A FACSIMILE NUMBER OTHER THAN SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON THE LETTER OF ACCEPTANCE AND TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE LETTER OF ACCEPTANCE AND TRANSMITTAL.

DO NOT SEND CERTIFICATES FOR SHARES OR RIGHTS WITH THIS NOTICE OF GUARANTEED DELIVERY. CERTIFICATES FOR SHARES OR RIGHTS MUST BE SENT WITH YOUR LETTER OF ACCEPTANCE AND TRANSMITTAL.

2

TO:	ROGERS WIRELESS INC.
AND TO:	COMPUTERSHARE INVESTOR SERVICES INC., the Depositary

        The undersigned hereby deposits to the Offeror, upon the terms and subject to the conditions set forth in the Offers to Purchase and Letter of Acceptance and Transmittal, receipt of which is hereby acknowledged, the Shares and/or Rights listed below, pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offers to Purchase, "Manner of Acceptance — Procedure for Guaranteed Delivery".

DESCRIPTION OF SHARES DEPOSITED

	Name(s) and Address(es) of Registered Holder(s) (please fill in exactly as name(s) appear(s) on certificate(s))	Class of Shares (please check one)		Number of Shares Represented by Certificate†	Number of Shares Deposited*
Certificate Number(s) (if available)†
		Class A	Class B
		o	o
		o	o
		o	o
		o	o
	TOTAL:

(If space is insufficient please attach a list to this Notice of Guaranteed Delivery in the above form.)

DESCRIPTION OF RIGHTS DEPOSITED^**

Certificate Number(s) (if available)†	Name(s) and Address(es) of Registered Holder(s) (please fill in exactly as name(s) appear(s) on certificate(s))	Number of Rights Represented by Certificate†	Number of Rights Deposited*
	TOTAL:

(If space is insufficient please attach a list to this Notice of Guaranteed Delivery in the above form.)

†	Need not be completed if transfer is made by book-entry.
*	Unless otherwise indicated, all Shares and Rights evidenced by any certificate(s) submitted to the Depositary will be deemed to have been deposited under the Offers.
**	Until the Separation Time, if any, certificates representing Shares also represent an equivalent number of Rights, and no entry for Rights is required in this Box. If the Separation Time occurs and Rights Certificates have been distributed to holders of Shares, specify certificates representing Rights in this Box.

3

Signature(s) of Holder(s) of Shares and/or Rights	Address(es)
Name (please print)
Date	Zip Code/Postal Code
	Telephone Number (business hours)

o Check if Shares and/or Rights will be deposited by book-entry transfer.

Name of Depositing Institution

Account Number

Transaction Code Number

4

GUARANTEE
(Not to be used for signature guarantee)

The undersigned, an Eligible Institution, guarantees:

1.

delivery to the Depositary, at its address set forth herein, of the certificate(s) representing the Shares deposited hereby and, if the Separation Time has occurred prior to the Expiry Time and Rights Certificates have been distributed to the holders of Shares prior to the Expiry Time, the certificate(s) representing the Rights deposited hereby, each in proper form for transfer or a Book-Entry Confirmation with respect to all Shares and Rights deposited hereby, together with a Letter of Acceptance and Transmittal (or a facsimile thereof), properly completed and duly executed with any required signature guarantees (or, in the case of a book-entry transfer of Shares and Rights, an Agent's Message), covering the deposited Shares and Rights and all other documents required by the Letter of Acceptance and Transmittal no later than 5:00 p.m., Toronto time, on the third trading day on the TSX after the Expiry Time; and

2.

in the case of Rights where the Separation Time has occurred prior to the Expiry Time but Rights Certificates have not been distributed to holders of Shares prior to the Expiry Time, delivery to the Depositary, at its address set forth herein, of the certificate(s) representing the deposited Rights, in proper form for transfer or a Book-Entry Confirmation with respect to the Rights, together with a Letter of Acceptance and Transmittal (or a facsimile thereof), properly completed and duly executed with any required signature guarantees (or, in the case of a book-entry transfer of Rights, an Agent's Message), covering the deposited Rights and all other documents required by the Letter of Acceptance and Transmittal no later than 5:00 p.m., Toronto time, on the third business day after the Rights Certificates are distributed to holders of Shares.

Failure to comply with the foregoing could result in a financial loss to such Eligible Institution.

Name of Firm	Authorized Signature
Address of Firm	Name (please print)
	Title
Zip Code/Postal Code	Date
Telephone Number

5

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GUARANTEE (Not to be used for signature guarantee)

EX-99.5

THIS IS NOT A LETTER OF ACCEPTANCE AND TRANSMITTAL

NOTICE OF GUARANTEED DELIVERY
for Warrants 2005 and Warrants 2008 of

MICROCELL TELECOMMUNICATIONS INC.
Pursuant to the Offers dated September 30, 2004
of

ROGERS WIRELESS INC.
a wholly-owned subsidiary of Rogers Wireless Communications Inc.

THE OFFERS WILL BE OPEN FOR ACCEPTANCE UNTIL 5:00 P.M. (TORONTO TIME)
ON NOVEMBER 5, 2004 (THE "EXPIRY TIME"), UNLESS EXTENDED OR WITHDRAWN.

        This Notice of Guaranteed Delivery must be used to accept the offers dated September 30, 2004 (the "Offers") made by Rogers Wireless Inc. (the "Offeror") for Warrants 2005 and Warrants 2008 (the "Warrants") of Microcell Telecommunications Inc. (the "Company"), if (i) certificates for the Warrants to be deposited are not immediately available; (ii) the holder of Warrants cannot complete the procedure for book-entry transfer of Warrants on a timely basis; or (iii) the holder of Warrants cannot deliver all other required documents to the Depositary no later than the Expiry Time. This Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile or mail to the Depositary at the address or facsimile number set out below.

        The terms and conditions of the Offers are incorporated by reference in this Notice of Guaranteed Delivery. Capitalized terms used but not defined in this Notice of Guaranteed Delivery which are defined in the Offers to Purchase and accompanying Circular dated September 30, 2004 (the "Offers to Purchase and Circular") have the meanings ascribed to them in the Offers to Purchase and Circular.

TO:    the Depositary, Computershare Investor Services Inc.

By Mail:	By Registered Mail, by Hand or by Courier:	By Facsimile Transmission:
P.O. Box 7021 31 Adelaide St. E Toronto, ON M5C 3H2 Attention: Corporate Actions	100 University Avenue 9th Floor Toronto, ON M5J 2Y1 Attention: Corporate Actions	(416) 981-9663 Attention: Corporate Actions

        If a holder of Warrants wishes to deposit such Warrants pursuant to the Offers and certificates for such Warrants are not immediately available, the holder cannot complete the procedure for book-entry transfer on a timely basis, or the holder cannot deliver all other required documents to the Depositary no later than the Expiry Time, those Warrants may nevertheless be deposited under the Offers provided that all of the following conditions are met:

(a)

the deposit is made by or through an Eligible Institution (as defined below);



(b)

this Notice of Guaranteed Delivery or a facsimile hereof, properly completed and duly executed, including a guarantee by an Eligible Institution in the form specified below, is received by the Depositary, at the address specified below, no later than the Expiry Time; and



(c)

the certificate(s) representing the deposited Warrants in proper form for transfer or a Book-Entry Confirmation with respect to all deposited Warrants, together with a Letter of Acceptance and Transmittal (or a facsimile thereof), properly completed and duly executed with any required signature guarantees (or, in the case of a book-entry transfer of Warrants, an Agent's Message), covering the deposited Warrants and all other documents required by the Letter of Acceptance and Transmittal, are

received by the Depositary at its office in Toronto at the address specified below no later than 5:00 p.m., Toronto time, on the third trading day on the TSX after the Expiry Time.

        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 Exchange Medallion Program (SEMP), or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP).

        The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Acceptance and Transmittal and certificates for Warrants to the Depositary within the time period specified herein.

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA A FACSIMILE NUMBER OTHER THAN SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON THE LETTER OF ACCEPTANCE AND TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE LETTER OF ACCEPTANCE AND TRANSMITTAL.

DO NOT SEND CERTIFICATES FOR WARRANTS WITH THIS NOTICE OF GUARANTEED DELIVERY. CERTIFICATES FOR WARRANTS MUST BE SENT WITH YOUR LETTER OF ACCEPTANCE AND TRANSMITTAL.

2

TO:	ROGERS WIRELESS INC.
AND TO:	COMPUTERSHARE INVESTOR SERVICES INC., the Depositary

        The undersigned hereby deposits to the Offeror, upon the terms and subject to the conditions set forth in the Offers to Purchase and Letter of Acceptance and Transmittal, receipt of which is hereby acknowledged, the Warrants listed below, pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offers to Purchase, "Manner of Acceptance — Procedure for Guaranteed Delivery".

Certificate Number(s) (if applicable)†	Name(s) and Address(es) of Registered Holder(s) (please fill in exactly as name(s) appear(s) on certificate(s))	Series of Warrants (please check one)		Number of Warrants Represented by Certificate†	Number of Warrants Deposited*
		2005	2008
		o	o
		o	o
		o	o
		o	o
	TOTAL:

(If space is insufficient please attach a list to this Notice of Guaranteed Delivery in the above form.)

Signature(s) of Holder(s) of Warrants	Address(es)
Name (please print)
Date	Zip Code/Postal Code
	Telephone Number (business hours)
o    Check if Warrants will be deposited by book-entry transfer.
Name of Depositing Institution
Account Number
Transaction Code Numbers

†	Need not be completed if transfer is made by book-entry.
*	Unless otherwise indicated, all Warrants evidenced by any certificate(s) submitted to the Depositary will be deemed to have been deposited under the Offers.

3

GUARANTEE
(Not to be used for signature guarantee)

        The undersigned, an Eligible Institution, guarantees delivery to the Depositary, at its address set forth herein, of the certificate(s) representing the Warrants deposited hereby, in proper form for transfer or a Book-Entry Confirmation with respect to such Warrants, together with a Letter of Acceptance and Transmittal (or a facsimile thereof), properly completed and duly executed with any required signature guarantees (or, in the case of a book-entry transfer of Warrants, an Agent's Message), covering the deposited Warrants and all other documents required by the Letter of Acceptance and Transmittal no later than 5:00 p.m., Toronto time, on the third trading day on the TSX after the Expiry Time.

        Failure to comply with the foregoing could result in a financial loss to such Eligible Institution.

Name of Firm	Authorized Signature
Address of Firm	Name (please print)
	Title
Zip Code/Postal Code	Dated
Telephone Number

4

EX-99.6

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OFFERS TO PURCHASE FOR CASH

all of the outstanding Class A Restricted Voting Shares, Class B Non-Voting
Shares, Warrants 2005 and Warrants 2008

of

MICROCELL TELECOMMUNICATIONS INC.

on the basis of

Cdn.$35.00 per Class A Restricted Voting Share	Cdn.$15.79 per Warrant 2005
Cdn.$35.00 per Class B Non-Voting Share	Cdn.$15.01 per Warrant 2008

by
ROGERS WIRELESS INC.
a wholly-owned subsidiary of Rogers Wireless Communications Inc.

THE OFFERS WILL BE OPEN FOR ACCEPTANCE UNTIL 5:00 P.M. (TORONTO TIME)
ON NOVEMBER 5, 2004 (THE "EXPIRY TIME"),
UNLESS THE OFFERS ARE EXTENDED OR WITHDRAWN.

September 30, 2004

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

        We have been engaged by Rogers Wireless Inc., a company governed by the laws of Canada (the "Offeror"), in connection with the Offeror's offers (collectively, the "Offers") to purchase all of the issued and outstanding class A restricted voting shares (the "Class A Shares"), class B non-voting shares (the "Class B Shares" and, collectively with the Class A Shares, together with the associated Rights, the "Shares," including Shares issuable upon the exercise of outstanding options, warrants or other conversion or exchange rights), Warrants 2005 (the "Warrants 2005") and Warrants 2008 (the "Warrants 2008" and, collectively with the Warrants 2005, the "Warrants," and together with the Shares, the "Securities"), of Microcell Telecommunications Inc. (the "Company") at a purchase price of Cdn.$35.00 per Class A Share, Cdn.$35.00 per Class B Share, Cdn.$15.79 per Warrant 2005 and Cdn.$15.01 per Warrant 2008, in each case, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offers to Purchase and Circular, dated September 30, 2004, and the related Letter of Acceptance and Transmittal (which, together with any amendments or supplements thereto, collectively, constitute the "Offering Materials") enclosed herewith. Please furnish copies of the enclosed materials to those of your clients for whose accounts you hold Securities in your name or in the name of your nominee.

        Capitalized terms used but not defined in this letter have the meanings set forth in the Offering Materials.

        The Class A Offer is subject to certain conditions, including, without limitation, there being validly deposited and not withdrawn, at the Expiry Time, (1) such number of Class A Shares under the Class A Offer which represents at least 66²/3% of the Class A Shares outstanding; (2) such number of Class B Shares under the Class B Offer which represents at least 66²/3% of the Class B Shares on a partially-diluted basis (as defined in the Offering Materials); and (3) such number of Securities under the Offers which represents at least 66²/3% of the Shares on a fully-diluted basis (as defined in the Offering Materials).

        Each of the Class B Offer and the Warrant Offers are subject to the condition that, at the Expiry Time, Class A Shares have previously been purchased pursuant to the Class A Offer or are then being purchased pursuant to the Class A Offer. Each of the conditions of the Class A Offer, Class B Offer, and Warrant Offers is set forth in Section 4 of the Offers to Purchase, "Conditions of the Offers". Subject to applicable law, the Offeror reserves the right to withdraw any or all of the Offers and not take up and pay for any Securities

deposited under such Offer(s) unless each of the conditions to such Offer(s) is satisfied or waived by the Offeror prior to the Expiry Time.

        Enclosed herewith for your information and for forwarding to your clients are copies of the following materials:

1.

Offers to Purchase and Circular, dated September 30, 2004, accompanied by a letter to Securityholders of the Company from the Chief Executive Officer of the Offeror and the Directors' Circular of the Company's board of directors, which is included in the Tender Offer Solicitation/Recommendation Statement of the Company;

2.

Letters of Acceptance and Transmittal to be used by Securityholders accepting the Offers and depositing the Shares and Warrants (which for Shares are printed on blue paper and for Warrants are printed on orange paper), or a facsimile thereof may be used;

3.

Notices of Guaranteed Delivery to be used by Securityholders accepting the Offers if Securities certificates are not immediately available or if such certificates and all other required documents cannot be delivered to the Depositary or if the procedures for book-entry transfer cannot be completed on a timely basis (which for Shares are printed on green paper and for Warrants are printed on yellow paper), or a facsimile thereof may be used;

4.

A printed form of letter that may be sent to your clients for whose accounts you hold Securities registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Offers;

5.

For U.S. holders, Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9; and

6.

A return envelope addressed to the Depositary.

        In order to take advantage of the Offers, (i) a duly executed and properly completed Letter of Acceptance and Transmittal and any required signature guarantees, or an Agent's Message in connection with a book-entry delivery of Securities, and any other required documents should be sent to the Depositary and (ii) certificates representing the deposited Securities should be delivered to the Depositary, or such Securities should be deposited by book-entry delivery into the Depositary's account maintained at The Depository Trust Company, no later than the Expiry Time all in accordance with the instructions set forth in the Offering Materials. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE TO BE PAID BY THE OFFEROR FOR THE SECURITIES, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT.

        If Securityholders wish to deposit Securities, but it is impracticable for them to forward their certificates or other required documents to the Depositary no later than the Expiry Time or to comply with the book-entry transfer procedures on a timely basis, a deposit may be effected by following the guaranteed delivery procedures specified in Section 3 of the Offers to Purchase, "Manner of Acceptance — Procedure for Guaranteed Delivery".

        The Offeror will not pay any fees or commissions to any broker or dealer or other Person (other than the Dealer Managers, the Soliciting Dealers, the Information Agent and the Depositary) for soliciting deposits of Securities pursuant to the Offers. The Offeror, however, upon request, will reimburse you for customary mailing and handling costs incurred by you in forwarding the enclosed materials to your customers.

        The Offeror will pay or cause to be paid all stock transfer taxes applicable to its purchase of Securities pursuant to the Offers, except as otherwise provided in the Letters of Acceptance and Transmittal.

2

        WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFERS AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. (TORONTO TIME) ON NOVEMBER 5, 2004, UNLESS THE OFFERS ARE EXTENDED OR WITHDRAWN.

        Questions, requests for assistance and requests for additional copies of the enclosed materials may be directed to the Dealer Managers, the Depositary or the Information Agent at their respective offices shown on the last page of the Offers to Purchase and Circular. Additional copies of the enclosed materials will be provided without charge upon request.

	Very truly yours,
TD SECURITIES INC.	TD SECURITIES (U.S.A.) INC.
Canadian Dealer Manager	United States Dealer Manager

        NOTHING CONTAINED HEREIN OR IN THE ENCLOSED MATERIALS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE OFFEROR, THE DEALER MANAGERS, ANY MEMBER OF THE SOLICITING DEALER GROUP, THE DEPOSITARY, OR ANY AFFILIATE OF ANY OF THE FOREGOING OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY MATERIALS OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFERS OTHER THAN THE MATERIALS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

3

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OFFERS TO PURCHASE FOR CASH all of the outstanding Class A Restricted Voting Shares, Class B Non-Voting Shares, Warrants 2005 and Warrants 2008 of MICROCELL TELECOMMUNICATIONS INC. on the basis of

EX-99.7

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OFFERS TO PURCHASE FOR CASH

all of the outstanding Class A Restricted Voting Shares, Class B
Non-Voting Shares, Warrants 2005 and Warrants 2008

of

MICROCELL TELECOMMUNICATIONS INC.

on the basis of

Cdn.$35.00 per Class A Restricted Voting Share	Cdn.$15.79 per Warrant 2005
Cdn.$35.00 per Class B Non-Voting Share	Cdn.$15.01 per Warrant 2008

by

ROGERS WIRELESS INC.
a wholly-owned subsidiary of Rogers Wireless Communications Inc.

THE OFFERS WILL BE OPEN FOR ACCEPTANCE UNTIL 5:00 P.M. (TORONTO TIME)
ON NOVEMBER 5, 2004 (THE "EXPIRY TIME"),
UNLESS THE OFFERS ARE EXTENDED OR WITHDRAWN.

September 30, 2004

To Our Clients:

        Enclosed for your consideration are the Offers to Purchase and Circular dated September 30, 2004, and the related Letter of Acceptance and Transmittal (which, together with any amendments or supplements thereto, collectively, constitute the "Offering Materials"), in connection with the offers (collectively, the "Offers") by Rogers Wireless Inc., a company governed by the laws of Canada (the "Offeror"), to purchase all of the issued and outstanding class A restricted voting shares (the "Class A Shares"), class B non-voting shares (the "Class B Shares" and, collectively with the Class A Shares, together with the associated Rights, the "Shares," including Shares issuable upon the exercise of outstanding options, warrants or other conversion or exchange rights), Warrants 2005 (the "Warrants 2005") and Warrants 2008 (the "Warrants 2008" and, collectively with the Warrants 2005, the "Warrants," and together with the Shares, the "Securities"), of Microcell Telecommunications Inc. (the "Company") at a purchase price of Cdn.$35.00 per Class A Share, Cdn.$35.00 per Class B Share, Cdn.$15.79 per Warrant 2005 and Cdn.$15.01 per Warrant 2008, in each case, net to you in cash, without interest, upon the terms and subject to the conditions set forth in the Offering Materials. Capitalized terms used but not defined in this letter have the meanings set forth in the Offering Materials.

We are the holder of record of Securities for your account. A deposit of such Securities can be made only by us as the holder of record and pursuant to your instructions. The enclosed Letter of Acceptance and Transmittal is furnished to you for your information only and cannot be used by you to deposit Securities held by us for your account.

        We request instructions as to whether you wish us to deposit any or all of the Securities held by us for your account, upon the terms and subject to the conditions set forth in the Offering Materials. Your attention is invited to the following:

1.

The offer price is Cdn.$35.00 per Class A Share, Cdn.$35.00 per Class B Share, Cdn.$15.79 per Warrant 2005 and Cdn.$15.01 per Warrant 2008, in each case, net to you in cash, without interest.

All amounts payable by us for your Securities under the Offers will be in Canadian dollars. If applicable to your situation, you should obtain a current quote of the exchange rate before deciding whether to deposit your Securities. On September 28, 2004, the Bank of Canada noon spot exchange rate for Canadian dollars per U.S.$1.00 was Cdn.$1.2755. For example, if you received payment in Canadian dollars and exchanged it for U.S. dollars at that exchange rate, you would have received U.S.$27.44 per Class A Share, U.S.$27.44 per Class B Share, U.S.$12.38 per Warrant 2005 and U.S.$11.77 per Warrant 2008 (excluding any currency exchange fees or commissions). Although the offer prices of Cdn.$35.00 per Class A Share, Cdn.$35.00 per Class B Share, Cdn.$15.79 per Warrant 2005 and Cdn.$15.01 per Warrant 2008 are fixed, the amount you would receive in U.S. dollars with respect to each of the Securities will vary with the Canadian dollar to

U.S. dollar exchange rate, which may be higher or lower than Cdn.$1.2755 per U.S.$1.00 at the time of exchange.

2.

The Offers are being made for all of the issued and outstanding Securities.

3.

The Offers will be open for acceptance until 5:00 p.m., Toronto time, on November 5, 2004, unless the Offers are extended or withdrawn.

4.

Depositing Securityholders will not be obligated to pay any brokerage fee or commission to the Dealer Managers, the Depositary or any member of the Soliciting Dealer Group to accept the Offers or, except as otherwise provided in the Letters of Acceptance and Transmittal, stock transfer taxes with respect to their purchase of Securities by the Offeror pursuant to the Offers.

5.

The Offers are being made pursuant to a Support Agreement dated as of September 19, 2004, between the Company and the Offeror. The Support Agreement provides that, among other things, if the Offeror takes up and pays for Securities pursuant to the Offers, it will use all commercially reasonable efforts to acquire the remaining Securities, within a period not exceeding 120 days after the date of completion of the Offers. Any such acquisition will be for a consideration equal to the consideration under the Offers for each class of Securities and will be structured as either a Compulsory Acquisition or a Subsequent Acquisition Transaction, as described in the Offering Materials.

6.

The Class A Offer is subject to certain conditions, including, without limitation, there being validly deposited and not withdrawn, at the Expiry Time, (1) such number of Class A Shares which represents at least 66²/3% of the Class A Shares outstanding; (2) such number of Class B Shares which represents at least 66²/3% of the Class B Shares on a partially-diluted basis (as defined in the Offering Materials); and (3) such number of Securities under the Offers which represents at least 66²/3% of the Shares on a fully-diluted basis (as defined in the Offering Materials).

Each of the Class B Offer and the Warrant Offers are subject to the condition that, at the Expiry Time, Class A Shares have previously been purchased pursuant to the Class A Offer or are then being purchased pursuant to the Class A Offer. Each of the conditions of the Class A Offer, Class B Offer, and Warrant Offers is set forth in Section 4 of the Offers to Purchase, "Conditions of the Offers". Subject to applicable law, the Offeror reserves the right to withdraw any or all of the Offers and not take up and pay for any Securities deposited under such Offer(s) unless each of the conditions to such Offer(s) is satisfied or waived by the Offeror prior to the Expiry Time.

        The Offers are made solely by the Offering Materials and are not being made to, nor will deposits be accepted from or on behalf of, holders of Securities in any jurisdiction in which the making or acceptance of the Offers would not be in compliance with the laws of such jurisdiction. However, the Offeror or its agents may, in its or their sole discretion, take such action as it or they may deem necessary to extend the Offers to Securityholders in any jurisdiction. In those jurisdictions where securities, blue sky or other laws require the Offers to be made by a licensed broker or dealer, the Offers will be deemed to be made on behalf of the Offeror by TD Securities Inc. or TD Securities (U.S.A.) Inc., or by one or more registered brokers or dealers licensed under the laws of such jurisdiction.

        If you wish to have us deposit any or all of your Securities, please so instruct us by completing, executing and returning to us the instruction form accompanying this letter. An envelope to return your instructions to us is also enclosed. If you authorize the deposit of your Securities, all such Securities will be deposited unless otherwise specified on the reverse side of this letter. Your instructions should be forwarded to us in ample time to permit us to submit a deposit on your behalf prior to the Expiry Time.

        In order to take advantage of the Offers, (i) a duly executed and properly completed Letter of Acceptance and Transmittal and any required signature guarantees, or an Agent's Message in connection with a book-entry delivery of Securities, and any other required documents should be sent to the Depositary and (ii) certificates representing the deposited Securities should be delivered to the Depositary, or such Securities should be deposited by book-entry delivery into the Depositary's account maintained at The Depository Trust Company, no later than the Expiry Time all in accordance with the instructions set forth in the Offering Materials. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE OF THE SECURITIES TO BE PAID BY THE OFFEROR, REGARDLESS OF ANY EXTENSION OF THE OFFER OR ANY DELAY IN MAKING SUCH PAYMENT.

2

INSTRUCTIONS WITH RESPECT TO THE
OFFERS TO PURCHASE FOR CASH

all of the outstanding Class A Restricted Voting Shares, Class B
Non-Voting Shares, Warrants 2005 and Warrants 2008

of

MICROCELL TELECOMMUNICATIONS INC.

on the basis of

Cdn.$35.00 per Class A Restricted Voting Share	Cdn.$15.79 per Warrant 2005
Cdn.$35.00 per Class B Non-Voting Share	Cdn.$15.01 per Warrant 2008

by

ROGERS WIRELESS INC.
a wholly owned subsidiary of Rogers Wireless Communications Inc.

        The undersigned acknowledge(s) receipt of your letter, the Offers to Purchase and Circular, dated September 30, 2004, and the related Letter of Acceptance and Transmittal (which, together with any amendments or supplements thereto, collectively, constitute the "Offering Materials") in connection with the offers by Rogers Wireless Inc., a company governed by the laws of Canada (the "Offeror"), to purchase all of the issued and outstanding class A restricted voting shares (the "Class A Shares"), class B non-voting shares (the "Class B Shares" and, collectively with the Class A Shares, together with the associated Rights (as such term is defined in the Offering Materials), the "Shares," including Shares issuable upon the exercise of outstanding options, warrants or other conversion or exchange rights), Warrants 2005 and Warrants 2008 (collectively, the "Warrants," and together with the Shares, the "Securities"), of Microcell Telecommunications Inc. (the "Company") at a purchase price of Cdn.$35.00 per Class A Share, Cdn.$35.00 per Class B Share, Cdn.$15.79 per Warrant 2005 and Cdn.$15.01 per Warrant 2008, in each case, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offering Materials.

        This will instruct you to deposit to the Offeror the number of Securities indicated below (or, if no number is indicated below, all Securities) that are held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offering Materials.

Number and Type of Securities to Be Deposited:*

Class A Shares

Class B Shares

Warrants 2005

Warrants 2008

Account No.(s):  

Dated:  

SIGN HERE

Signature(s)

Print Name(s) and Address(es)

Area Code and Telephone Number(s)

Taxpayer Identification, Social Insurance
or Social Security Number(s)

*    Unless otherwise indicated, it will be assumed that all Securities held by us for your account are to be deposited.

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OFFERS TO PURCHASE FOR CASH all of the outstanding Class A Restricted Voting Shares, Class B Non-Voting Shares, Warrants 2005 and Warrants 2008 of MICROCELL TELECOMMUNICATIONS INC. on the basis of
by ROGERS WIRELESS INC. a wholly-owned subsidiary of Rogers Wireless Communications Inc.
INSTRUCTIONS WITH RESPECT TO THE OFFERS TO PURCHASE FOR CASH all of the outstanding Class A Restricted Voting Shares, Class B Non-Voting Shares, Warrants 2005 and Warrants 2008 of MICROCELL TELECOMMUNICATIONS INC. on the basis of
by ROGERS WIRELESS INC. a wholly owned subsidiary of Rogers Wireless Communications Inc.

EX-99.8

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Page 1

Guidelines for Determining the Proper Identification Number to Give the Payer.

        Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help you determine the number to give the payer.

For this type of account:			Give the SOCIAL SECURITY number of—	For this type of account:		Give the EMPLOYER IDENTIFICATION number of—
1.	Individual		The individual	6.	Sole proprietorship or single-owner LLC	The owner(3)
2.	Two or more individuals (joint account)		The actual owner of the account or, if combined funds, any one of the individuals(1)	7.	A valid trust, estate, or pension trust	The legal entity(4)
3.	Custodian account of a minor (Uniform Gift to Minors Act)		The minor(2)	8.	Corporate or LLC electing corporate status on Form 8832	The corporation
4.	a.	The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)	9.	Association, club, religious, charitable, educational or other tax-exempt organization	The organization
	b.	So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship or single-owner LLC		The owner(3)	10.	Partnership or multi-member LLC	The partnership
				11.	A broker or registered nominee	The broker or nominee
				12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)

List first and circle the name of the person whose number you furnish. If only one person on a joint account has a Social Security number, that person's number must be furnished.

(2)

Circle the minor's name and furnish the minor's Social Security number.

(3)

You must show your individual name, but you may also enter your business or "doing business as" name. You may use either your Social Security number or Employer Identification number (if you have one).

(4)

List first and circle the name of the legal trust, estate, or pension trust. Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.

Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Page 2

Obtaining a Number

If you do not have a Taxpayer Identification Number, you should apply for one immediately. To apply for a Social Security number, obtain Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or on-line at www.ssa.gov/online/ss5.html. You may also obtain this form by calling 1-800-772-1213. Use Form W-7, Application for an IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can obtain Forms W-7 and SS-4 by calling 1-800-TAX-FORM (1-800-829-3676) or from the IRS Web Site at www.irs.gov.

Payees Exempt from Backup Withholding

Payees specifically exempted from backup withholding on ALL payments include the following:

•

A corporation.



•

A financial institution.



•

An organization exempt from tax under Section 501(a) of the Internal Revenue Code of 1986, as amended (the "Code"), or an individual retirement plan, or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).



•

The U.S. or any of its agencies or instrumentalities.



•

A state, the District of Columbia, a possession of the U.S., or any political subdivision or instrumentality thereof.



•

A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.



•

An international organization or any agency, or instrumentality thereof.



•

A registered dealer in securities or commodities registered in the U.S., the District of Columbia or a possession of the U.S.



•

A real estate investment trust.



•

A common trust fund operated by a bank under Section 584(a) of the Code.



•

An exempt charitable remainder trust, or a non-exempt trust described in Section 4947(a)(1) of the Code.



•

An entity registered at all times under the Investment Company Act of 1940.



•

A foreign central bank of issue.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

•

Payments to nonresident aliens subject to withholding under Section 1441 of the Code.



•

Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner.



•

Payments of patronage dividends where the amount received is not paid in money.



•

Payments made by certain foreign organizations.



•

Section 404(k) payments made by an ESOP.

Payments of interest not generally subject to backup withholding include the following:

•

Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer's trade or business and you have not provided your correct taxpayer identification number to the payer.



•

Payments of tax-exempt interest (including exempt-interest dividends under Section 852 of the Code).



•

Payments described in Section 6049(b)(5) of the Code to nonresident aliens.



•

Payments on tax-free covenant bonds under Section 1451 of the Code.



•

Payments made by certain foreign organizations.



•

Mortgage interest paid to you.

Exempt payees described above should file a Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER. IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH A PAYER A COMPLETED IRS FORM W-8BEN (CERTIFICATE OF FOREIGN STATUS).

Certain payments other than interest, dividends, and patronage dividends that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under Sections 6041, 6041A(2), 6045 and 6050A of the Code and the regulations promulgated thereunder.

Privacy Act Notice

Section 6109 requires most recipients of dividends, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividends and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1)   Penalty for Failure to Furnish Taxpayer Identification Number.

If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to wilful neglect.

(2)   Civil Penalty for False Information with Respect to Withholding.

If you make a false statement with no reasonable basis that results in no imposition of backup withholding, you are subject to a penalty of $500.

(3)   Criminal Penalty for Falsifying Information.

Wilfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

EX-99.9

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EXHIBIT (a)(5)(i)

Rogers Wireless Mails Offering Documents to Securityholders of Microcell

TORONTO, September 30, 2004 — Rogers Wireless Inc. ("RWI"), a wholly-owned subsidiary of Rogers Wireless Communications Inc., announced today that it has mailed offering documents to the securityholders of Microcell Telecommunications Inc. ("Microcell") in connection with its cash offers for all of the issued and outstanding class A restricted voting shares, class B non-voting shares, Warrants 2005 and Warrants 2008 of Microcell, at a price of C$35.00 per Class A Share, C$35.00 per Class B Share, C$15.79 per Warrant 2005 and C$15.01 per Warrant 2008.

The offers will be open for acceptance until 5:00 p.m., Eastern Standard Time (EST), on November 5, 2004, unless extended or withdrawn by RWI. If the offers are extended, RWI will publicly announce the extension prior to 9:00 a.m. EST, on the next business day following the date the offers were scheduled to expire. RWI will provide a copy of the notice to the Toronto Stock Exchange and will advise the depositary to notify Microcell securityholders in writing.

The offering documents will also be available on the SEDAR website at www.sedar.com and on the U.S. Securities and Exchange Commission's website at www.sec.gov.

About the Company:    Rogers Wireless operates Canada's largest integrated wireless voice and data network, providing advanced voice and wireless data solutions to customers from coast to coast on its GSM/GPRS network, the world standard for wireless communications technology. The Company has approximately 4.1 million wireless voice, data and messaging customers, and has offices in Canadian cities across the country. Rogers Wireless Inc. is a wholly-owned subsidiary of Rogers Wireless Communications Inc., which is currently 55% owned by Rogers Communications Inc. and 34% owned by AT&T Wireless Services, Inc.

Cautionary Statement Regarding Forward Looking Information:    This news release includes certain forward looking statements that involve risks and uncertainties. We caution that actual future events will be affected by a number of factors, many of which are beyond our control, and therefore may vary substantially from what we currently foresee. We are under no obligation to (and expressly disclaim any such obligation to) update or alter any forward looking statements whether as a result of new information, future events or otherwise. Important additional information identifying risks and uncertainties is contained in our most recent Annual Reports and Annual Information Forms filed with the applicable Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission.

For further information (Investment Community):
Bruce M. Mann, (416) 935-3532, bruce.mann@rci.rogers.com;
Eric Wright, (416) 935-3550, eric.wright@rci.rogers.com;

For further information (Media):
Jan Innes, (416) 935-3525, jan.innes@rci.rogers.com;
Heather Armstrong, (416) 935-6379, heather.armstrong@ rci.rogers.com.

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EXHIBIT (a)(5)(i)

EX-99.10

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EXHIBIT (b)(1)

CDN.$800,000,000

AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF 15 MARCH 1997

BETWEEN:

ROGERS CANTEL INC.

as Borrower

-and - -

THE LENDERS PARTY HERETO FROM TIME TO TIME

as Lenders

-and - -

THE BANK OF NOVA SCOTIA

as Administrative Agent for the Lenders

BORDEN & ELLIOT

TORY TORY DESLAURIERS & BINNINGTON

TABLE OF CONTENTS

ARTICLE 1
DEFINITIONS

			Page
1.1	Certain Defined Terms		2
	1.1.1	"Accelerated Swap Obligations"	2
	1.1.2	"Additional Bonds"	3
	1.1.3	"Additional Senior Debt"	3
	1.1.4	"Advance(s)"	3
	1.1.5	"Affiliate(s)"	3
	1.1.6	"Affiliated Lender"	3
	1.1.7	"Agency Agreement"	3
	1.1.8	"Agent"	3
	1.1.9	"Agent's Branch of Account"	3
	1.1.10	"Aggregate Outstandings"	3
	1.1.11	"Agreement", "Credit Agreement", "hereof", "herein", "hereto", "hereunder"	3
	1.1.12	"Annualized Operating Cash Flow"	3
	1.1.13	"Applicable Law"	4
	1.1.14	"Applicable Margin"	4
	1.1.15	"Assignment Agreement"	5
	1.1.16	"Available Commitment"	5
	1.1.17	"Back to Back Shares"	5
	1.1.18	"BA Discount Proceeds"	8
	1.1.19	"BA Discount Rate"	8
	1.1.20	"Bankers' Acceptance"	8
	1.1.21	"Bankers' Acceptance Fee"	8
	1.1.22	"Base Rate"	8
	1.1.23	"Base Rate Advance"	9
	1.1.24	"Base Rate Borrowing"	9
	1.1.25	"Bond"	9
	1.1.26	"Bond Pledge Agreement"	9
	1.1.27	"Bondholder"	9
	1.1.28	"Bonds"	9
	1.1.29	"Borrower"	9
	1.1.30	"Borrower's Certificate"	10
	1.1.31	"Borrowing"	10
	1.1.32	"Branch of Account"	10
	1.1.33	"Budget"	10
	1.1.34	"Business"	10
	1.1.35	"Business Day"	10

i

1.1.36	"Canadian Dollars", "Cdn. Dollars", "Cdn.$" or "$"	11
1.1.37	"Capital Expenditures"	11
1.1.38	"Capital Lease"	11
1.1.39	"Change in Control"	11
1.1.40	"Commitment"	11
1.1.41	"Consolidated Interest Expense"	11
1.1.42	"Consolidation"	11
1.1.43	"Credit"	11
1.1.44	"Debt"	11
1.1.45	"Default"	12
1.1.46	"Drawdown Date"	12
1.1.47	"Drawdown Notice"	13
1.1.48	"Effective Date"	13
1.1.49	"Equivalent Amount"	13
1.1.50	"Event of Default"	13
1.1.51	"Excluded Assets"	13
1.1.52	"Excluded Security"	13
1.1.53	"Federal Funds Effective Rate"	14
1.1.54	"Fee Agreement"	14
1.1.55	"Forecast"	14
1.1.56	"GAAP"	14
1.1.57	"Inter-Company Deeply Subordinated Debt"	14
1.1.58	"Inter-Company Subordinated Debt"	15
1.1.59	"Interest Payment Date"	15
1.1.60	"Interest Period"	15
1.1.61	"Investments"	15
1.1.62	"Lender"	15
1.1.63	"Lender's Proportion"	15
1.1.64	"LIBO Advance"	15
1.1.65	"LIBO Borrowing"	16
1.1.66	"LIBO Rate"	16
1.1.67	"Lien"	16
1.1.68	"Majority Lenders"	16
1.1.69	"Maturity Date"	16
1.1.70	"Obligations"	16
1.1.71	"Obligors"	16
1.1.72	"Operating Cash Flow"	17
1.1.73	"Operating Credit"	17
1.1.74	"Operating Lender"	17
1.1.75	"Original Bond"	17
1.1.76	"Original Bond Pledge Agreement"	17
1.1.77	"Original Credit Agreement"	17

ii

	1.1.78	"Original Trust Indenture"	17
	1.1.79	"Permitted Encumbrances"	18
	1.1.80	"Person"	18
	1.1.81	"Preferred Shares"	18
	1.1.82	"Prime Lending Rate"	18
	1.1.83	"Prime Rate Advance"	19
	1.1.84	"Prime Rate Borrowing"	19
	1.1.85	"Pro Forma Debt Service"	19
	1.1.86	"Property"	20
	1.1.87	"Purchase Money Obligations"	20
	1.1.88	"Quarterly Reporting Documents"	20
	1.1.89	"RCI"	20
	1.1.90	"Reference Lenders"	21
	1.1.91	"Restricted Subsidiary"	21
	1.1.92	"Rogers"	21
	1.1.93	"Schedule 2 BA Lender"	21
	1.1.94	"Schedule 2 Bankers' Acceptance"	21
	1.1.95	"Schedule 2 Reference Lenders"	21
	1.1.96	"Section"	21
	1.1.97	"Security"	21
	1.1.98	"Senior Debt"	21
	1.1.99	"Senior Debt to Annualized Operating Cash Flow Ratio"	21
	1.1.100	"Stand-by Fee"	21
	1.1.101	"Subdebt Trust Indenture"	22
	1.1.102	"Subordinated Debt"	22
	1.1.103	"Subsidiary"	22
	1.1.104	"Supplier Obligations"	22
	1.1.105	"Swap Agreement"	22
	1.1.106	"Swap Guarantees"	22
	1.1.107	"Telecommunications Business"	22
	1.1.108	"Trust Indenture"	23
	1.1.109	"Trustee"	23
	1.1.110	"U.S. Dollars", "United States Dollars" and the symbol "U.S.$"	23
	1.1.111	"Unrestricted Subsidiary"	23
	1.1.112	"Wireless Communications Services"	23
	1.1.113	"Wireline Communications Services"	23
1.2	Headings and Table of Contents		23
1.3	Preamble Part of Agreement		23
1.4	Accounting Terms		23
1.5	Words and Phrases		23
1.6	Amendment and Restatement		24
1.7	Confirmation		24
1.8	Transitional Arrangements		24

iii

ARTICLE 2
REPRESENTATIONS AND WARRANTIES

2.1 Representations and Warranties 24

ARTICLE 3
THE CREDIT

3.1	Maximum Amount of the Credit	27
3.2	Nature of Credit	27
3.3	Voluntary Repayments under the Credit	27
3.4	Voluntary Reduction of Unused Available Commitment	27
3.5	Mandatory Reductions and Prepayments of the Credit	28
3.6	Availment Options	28
3.7	Minimum Amounts	28
3.8	Borrowings in Lender's Proportions	28
3.9	Conversions	29
3.10	Notice of Borrowings and Payments	30
3.11	Funding Borrowings	30
3.12	Application of Proceeds of Borrowings	31
3.13	Non-receipt of Funds by Agent	31
3.14	Limitation on Number of Transactions	31
3.15	Stand-by Fee	31
3.16	Agent's Fee	32
3.17	Calculation of Interest and Fees	32
3.18	Evidence of Indebtedness	32
3.19	Manner of Payments	32

ARTICLE 4
ADVANCES AND BANKERS' ACCEPTANCES

4.1	Prime Rate Advances		33
4.2	Base Rate Advances		33
4.3	LIBO Advances		34
4.4	Provisions Respecting Bankers' Acceptances.		36
	4.4.1	Presentation and Form of Bankers' Acceptances	36
	4.4.2	Maturity of Bankers' Acceptances	36
	4.4.3	Lender's Proportions	36
	4.4.4	Schedule 2 BA Settlement Procedures	37
	4.4.5	Sale of Bankers' Acceptances	37
	4.4.6	Payment of Bankers' Acceptances	37
	4.4.7	Deemed Prime Rate Advance	38
	4.4.8	Prohibited Use of Bankers' Acceptances	38

iv

	4.4.9	Waiver	38
	4.4.10	Degree of Care	38
	4.4.11	Indemnity	38
	4.4.12	Obligations Absolute	38
4.5	Payment of Bankers' Acceptance Fee		39

ARTICLE 5
ADDITIONAL DEBT

5.1	Inter-Company Subordinated Debt	39
5.2	Inter-Company Deeply Subordinated Debt	39
5.3	Senior Debt	39
5.4	Subordinated Debt	40

ARTICLE 6
PREDISBURSEMENT CONDITIONS

6.1	Conditions Precedent to the Initial Utilization of the Credit	40
6.2	Conditions Precedent to all Utilizations of the Credit	41
6.3	Waiver	41
6.4	Security	41

ARTICLE 7
COVENANTS

7.1	Covenants of the Borrower		42
	7.1.1	Payments, etc	42
	7.1.2	Operation of Business	42
	7.1.3	Inspection of Records, etc	42
	7.1.4	Insurance	43
	7.1.5	Licenses, etc	43
	7.1.6	Financial Statements	43
	7.1.7	Annual Budget	43
	7.1.8	Quarterly Reporting Documents	43
	7.1.9	Material Changes from Budget, etc	43
	7.1.10	Security Review	44
	7.1.11	Purchase Money and Supplier Obligations	44
	7.1.12	Changes to Licenses, etc	45
	7.1.13	Investments	45
	7.1.14	Annualized Operating Cash Flow to Pro Forma Debt Service Ratio	46
	7.1.16	Operating Cash Flow to Consolidated Interest Expense Ratio	47
	7.1.17	Debt to Annualized Operating Cash Flow Ratio	47

v

	7.1.18	Dividends and Distributions	48
	7.1.19	Transactions with Affiliates re Fixed Property	49
	7.1.20	Encumbrances	49
	7.1.21	Statutory Payments and Withholdings	49
	7.1.22	Business	49
	7.1.23	Dispositions of Assets	49
	7.1.24	Amalgamation, etc	50
	7.1.25	Currency Hedging	50
	7.1.26	Ranking of Security	51
	7.1.27	Material Change	51
	7.1.28	Capital Expenditures	51
	7.1.29	Fiscal Year End	51
	7.1.30	Permits, etc	51
	7.1.31	Modifications, etc. to Subordinated Debt	51
	7.1.32	Defeasance	52
	7.1.33	Limitation of Investment in Wireline Communications Services	52
7.2	Financial Covenant Acknowledgement		52

ARTICLE 8
EVENTS OF DEFAULT AND REMEDIES

8.1	Events of Default	53
8.2	Acceleration and Termination of Rights	55
8.3	Payment of Bankers' Acceptances	55
8.4	Remedies Cumulative	56
8.5	Set-Off or Compensation	56

ARTICLE 9
THE AGENT AND THE LENDERS

9.1	Authorization of Agent	57
9.2	Disclaimer of Agent	57
9.3	Repayment by Lenders to Agent	57
9.4	Obligation of Agent	58
9.5	Reliance by Agent	58
9.6	Business of Agent	58
9.7	Acknowledgement of Lenders	58
9.8	Indemnification of Agent	58
9.9	Sharing Among the Lenders	59
9.10	Taking and Enforcement of Security	59
9.11	Successor Agent	59
9.12	Provisions Operative Between Lenders and Agent Only	60

vi

ARTICLE 10
EXPENSES, TAXES AND INCREASED COSTS

10.1	Expenses and Indemnity	60
10.2	Increased Costs	61
10.3	Interest on Certain Overdue Amounts	62
10.4	Payment of Certain Amounts	62

ARTICLE 11
NOTICE

11.1 Address for Notice 63

ARTICLE 12
GOVERNING LAW AND JUDGMENT CURRENCY

12.1	Governing Law	63
12.2	Judgment Currency	63

ARTICLE 13
ADDITIONAL LENDERS, SUCCESSORS AND ASSIGNS

13.1 Successors and Assigns 64

ARTICLE 14
RESTRICTED SUBSIDIARIES

14.1 Designation of Restricted Subsidiaries 65

ARTICLE 15
MISCELLANEOUS

15.1	Sharing of Information	66
15.2	Severability	67
15.3	Survival of Representations and Warranties	67
15.4	Amendment, Supplement or Waiver	67
15.5	Paramountcy of Credit Agreement	68
15.6	Waiver of Immunities	68
15.7	Set-Off	68
15.8	Time of the Essence	68
15.9	Further Assurances	68
15.10	Formal Date	68

vii

15.11	Business Day	68
15.12	Counterparts	69
15.13	Term of Agreement	69
15.14	Entire Agreement	69

SCHEDULE A
COMPLIANCE CERTIFICATE

SCHEDULE B
SUBORDINATION PROVISIONS FOR INTER-COMPANY SUBORDINATED DEBT

SCHEDULE C
SUBORDINATION PROVISIONS FOR INTER-COMPANY DEEPLY
SUBORDINATED DEBT

SCHEDULE D
AGREEMENT OF RESTRICTED SUBSIDIARY

SCHEDULE E
NOTICE OF DRAWDOWN

SCHEDULE F
CERTAIN PERMITTED ENCUMBRANCES

SCHEDULE G
FORM OF CAPITAL EXPENDITURE CERTIFICATE

SCHEDULE H
OUTSTANDINGS

SCHEDULE I
ASSIGNMENT AND ACCEPTANCE

SCHEDULE J
CHANGE IN CONTROL PROVISIONS

viii

THIS AGREEMENT made as of the 15th day of March 1997.

B E T W E E N:

ROGERS CANTEL INC., a corporation incorporated under the Canada Business Corporations Act, having its registered office at 6315 Cote de Liesse, Ville St. Laurent, Quebec, Canada

(the "Borrower")

— and —

THE BANK OF NOVA SCOTIA
as Lender and Administrative Agent,
THE TORONTO-DOMINION BANK
as Lender and Syndication Agent,
CANADIAN IMPERIAL BANK OF COMMERCE
as Lender and Documentation Agent,
ROYAL BANK OF CANADA
as Lender and a Managing Agent, and
SOCIETE GENERALE (CANADA)
as Lender and a Managing Agent

together with such other lenders as become parties hereto pursuant to Section 13.1

(collectively, the "Lenders")

— and —

THE BANK OF NOVA SCOTIA, a Canadian chartered bank having its executive office at 44 King Street West, Toronto, Ontario, Canada, as agent for the Lenders

(when acting as administrative agent for the Lenders, the "Agent")

WHEREAS a group of lenders including certain of the Lenders together with certain other financial institutions agreed to provide Rogers Cantel Inc. and Rogers Cantel Mobile Inc. with revolving/non-revolving term credits in an aggregate principal amount of up to Cdn.$500,000,000 (all or any part of which may be drawn in an Equivalent Amount in U.S. Dollars) upon and subject to the terms and conditions contained in a credit agreement dated as of 21 July 1993 which credit agreement was an amendment and restatement of a credit agreement dated as of 31 October 1991 as amended and supplemented by agreements dated as of 20 December 1991, 11 May 1992 and 15 July 1992 (collectively the "Original Credit Agreement");

AND WHEREAS as security for the obligations arising under the Original Credit Agreement, the Borrower and each of the Restricted Subsidiaries agreed to provide and cause to be provided certain security as described in the Original Credit Agreement;

AND WHEREAS the Borrower has requested that the Agent and the Lenders enter into this Agreement to restate and amend the terms of the Original Credit Agreement to provide the Borrower with a revolving/reducing term credit in a maximum principal amount of up to Cdn. $800,000,000 (all or any part of which may be drawn in an Equivalent Amount in U.S. Dollars) upon and subject to the terms and conditions contained in this Agreement;

AND WHEREAS Rogers Cantel Inc. and Rogers Cantel Mobile Inc. were amalgamated on 1 January 1996 under the name Rogers Cantel Inc.;

AND WHEREAS Rogers Cantel Inc., Rogers Personal Handiphone Inc. and Rogers Cantel Paging Inc. were amalgamated on 1 January 1997 under the name Rogers Cantel Inc.;

AND WHEREAS the Borrower has agreed to confirm that the security provided under the Original Credit Agreement continues as security for the Obligations arising under this Agreement and has further agreed to take such other steps with respect thereto as are provided for in this Agreement.

IN CONSIDERATION of the sum of TEN ($10.00) DOLLARS in lawful money of Canada and other good and valuable consideration now paid by each of the parties hereto to each of the other parties hereto (the receipt and sufficiency of which being hereby acknowledged by each of the parties hereto), it is agreed as follows:

ARTICLE 1
DEFINITIONS

1.1 Certain Defined Terms. In this Agreement, unless something in the subject matter or context is inconsistent therewith, the following capitalized terms shall have the meaning set forth:

1.1.1 "Accelerated Swap Obligations" means any and all amounts owing to a Person as determined under the counterparty calculations of a Swap Agreement upon a termination thereof.

2

1.1.2 "Additional Bonds" means a bond or bonds in addition to the Bond issued under the Trust Indenture.

1.1.3 "Additional Senior Debt" has the meaning assigned to that term in Section 5.3.

1.1.4 "Advance(s)" means any or all advances of money, as the context requires, made by a Lender to the Borrower pursuant to this Agreement and includes a Prime Rate Advance, a Base Rate Advance or a LIBO Advance.

1.1.5 "Affiliate(s)" has the meaning provided for in the Business Corporations Act (Ontario) as of the date of this Agreement.

1.1.6 "Affiliated Lender" means a Person who is affiliated with a Lender and a Person shall be deemed to be affiliated with a Lender if, but only if, one of them is a subsidiary of the other or both are subsidiaries of the same Person or each of them is controlled by the same Person.

1.1.7 "Agency Agreement" means the letter agreement dated 15 March 1997 between the Agent and the Borrower concerning fees payable to the Agent in connection with the administration of the Credit, as the agreement is amended, supplemented, restated and replaced from time to time.

1.1.8 "Agent" means The Bank of Nova Scotia when acting as administrative agent for the Lenders, or any successor administrative agent appointed hereunder.

1.1.9 "Agent's Branch of Account" means the International Banking Division of the Agent at the 14th Floor, 44 King Street West, Toronto, Ontario, Canada or such other branch or office of the Agent in Toronto, Ontario, Canada as the Agent may advise the Borrower in writing.

1.1.10 "Aggregate Outstandings" means, at any time, the sum expressed in Canadian Dollars of (i) the aggregate principal amount of all Prime Rate Advances, plus (ii) the Equivalent Amount in Canadian Dollars of the aggregate principal amount in U.S. Dollars of all Base Rate Advances and LIBO Advances outstanding at such time, plus (iii) the aggregate face amount of all Bankers' Acceptances outstanding at such time.

1.1.11 "Agreement", "Credit Agreement", "hereof", "herein", "hereto", "hereunder" or similar expressions mean this Agreement and the Schedules hereto, as amended, supplemented, restated or replaced from time to time.

1.1.12 "Annualized Operating Cash Flow" means, for any fiscal quarter, the Operating Cash Flow for such fiscal quarter multiplied by four.

3

1.1.13 "Applicable Law" means in respect of any Person all applicable provisions of constitutions, statutes, rules, regulations and orders of governmental bodies or regulatory agencies.

1.1.14 "Applicable Margin" means and shall be:

(a)

0.75% per annum in the case of any Prime Rate Advance or Base Rate Advance and 1.5% per annum in the case of any LIBO Advance or Bankers' Acceptance if and for so long as the Senior Debt to Annualized Operating Cash Flow Ratio has been reported as greater than or equal to 5.5 to 1; or



(b)

0.5% per annum in the case of any Prime Rate Advance or Base Rate Advance and 1.25% per annum in the case of any LIBO Advance or Bankers' Acceptance if and for so long as the Senior Debt to Annualized Operating Cash Flow Ratio has been reported as greater than or equal to 5.0 to 1 but less than 5.5 to 1; or



(c)

0.25% per annum in the case of any Prime Rate Advance or Base Rate Advance and 1% per annum in the case of any LIBO Advance or Bankers' Acceptance if and for so long as the Senior Debt to Annualized Operating Cash Flow Ratio has been reported as greater than or equal to 4.5 to 1 but less than 5.0 to 1; or



(d)

nil in the case of any Prime Rate Advance or Base Rate Advance and 0.75% per annum in the case of any LIBO Advance or Bankers' Acceptance if and for so long as the Senior Debt to Annualized Operating Cash Flow Ratio has been reported as less than 4.5 to 1.

Any change in the Applicable Margin from that then in effect shall have effect from and after the earliest of the third Business Day following the date:

(i)

that the most recent Quarterly Reporting Documents are delivered pursuant to Section 7.1.8 which evidence that a change in the Applicable Margin is required by virtue of the provisions hereof; or



(ii)

on which the most recent Quarterly Reporting Documents which evidence that a change in the Applicable Margin is so required should have been delivered pursuant to Section 7.1.8, where the Borrower has failed to deliver same;

provided however, should the Agent, on behalf of the Lenders, and the Borrower, determine that such calculation of the Senior Debt to Annualized Operating Cash Flow Ratio is incorrect, the Agent shall advise each of the Lenders of such error and the Borrower and the Lenders agree that, absent manifest error, the Applicable Margin shall be adjusted in accordance with the determination by the Agent and the Borrower and the party obligated to pay money pursuant to such calculation shall pay to the other the amount owing commencing from 3 Business Days after the date the Quarterly Reporting Documents containing such error was or was required to be provided, as set out above. The initial first calculation of the Applicable Margin pursuant to this Agreement shall be made using the calculations set out in the Quarterly Reporting Documents provided for the period ending 31 December 1996 and, for greater certainty; interest payable for the period prior to the date this Agreement is entered into will be calculated and payable based on the terms of the Original Credit Agreement.

4

1.1.15 "Assignment Agreement" means an agreement in the form of Schedule I to this Agreement.

1.1.16 "Available Commitment" means the aggregate of the Lenders' Commitments under the Credit.

1.1.17 "Back to Back Shares" means Preferred Shares that are issued after the Effective Date:

(a)

to the Borrower or a Restricted Subsidiary by one of its Affiliates in circumstances where, immediately prior to the issuance of such Preferred Shares, an Affiliate of the Borrower has loaned on an unsecured basis to the Borrower or Restricted Subsidiary, or an Affiliate of the Borrower has subscribed for Preferred Shares of the Borrower or Restricted Subsidiary in an amount equal to, the requisite subscription price for such Preferred Shares;



(b)

by the Borrower or a Restricted Subsidiary to one of its Affiliates in circumstances where, immediately after the issuance of such Preferred Shares, the Borrower or such Restricted Subsidiary has loaned the proceeds of such issuance to an Affiliate on an unsecured basis;



(c)

by the Borrower or a Restricted Subsidiary to one of its Affiliates in circumstances where, immediately after the issuance of such Preferred Shares, the Borrower or such Restricted Subsidiary has used the proceeds of such issuance to invest in Preferred Shares issued by an Affiliate; or



(d)

to the Borrower or a Restricted Subsidiary by one of its Affiliates in circumstances where, immediately after the issuance of such Preferred Shares, the Affiliate has used the proceeds of such issuance of Preferred Shares to invest in Preferred Shares issued by the Borrower or a Restricted Subsidiary and where immediately prior to all of the foregoing,

5

the Borrower or a Restricted Subsidiary has loaned on an unsecured basis to a Restricted Subsidiary or the Borrower (as the case may be) an amount equal to the requisite subscription price for such Preferred Shares;

in each case on terms and in circumstances whereby:

(i)

the aggregate redemption amount applicable to the Preferred Shares issued to or by the Borrower or Restricted Subsidiary is identical:



(A)

in the case of (a) above, to the principal amount of the loan made or the aggregate redemption amount of the Preferred Shares subscribed for by such Affiliate prior to the issuance thereof;



(B)

in the case of (b) above, to the principal amount of the loan made to such Affiliate with the proceeds of the issuance thereof;



(C)

in the case of (c) above, to the aggregate redemption amount of the Preferred Shares subscribed for in such Affiliate with the proceeds of the issuance thereof; or



(D)

in the case of (d) above, to the aggregate redemption amount of the Preferred Shares subscribed for by such Affiliate with the proceeds of the Preferred Shares issued by such Affiliate to the Borrower or a Restricted Subsidiary and to the principal amount of the loan made by the Borrower or a Restricted Subsidiary to a Restricted Subsidiary or the Borrower (as the case may be) prior to the issuance thereof;



(ii)

the dividend payment applicable to the Preferred Shares issued to or by the Borrower or Restricted Subsidiary will be made:



(A)

in the case of (a) above, immediately prior to the interest payment relevant to the loan made or the dividend payment on the Preferred Shares subscribed for by such Affiliate immediately prior to the issuance thereof;



(B)

in the case of (b) above, immediately after the interest payment relevant to the loan made to such Affiliate with the proceeds of the issuance thereof;



(C)

in the case of (c) above, immediately after the dividend payment on the Preferred Shares subscribed for in such Affiliate with the proceeds of the issuance thereof; or

6

(D)

in the case of (d) above, and where such dividends are paid on Preferred Shares issued by the Borrower or a Restricted Subsidiary, immediately prior to the dividend payment on the Preferred Shares issued to the Borrower or Restricted Subsidiary, (as the case may be) by such Affiliate with the proceeds of the issuance thereof, and such Affiliate dividend payment will be made immediately prior to the interest payment relevant to the loan made by the Borrower or a Restricted Subsidiary to a Restricted Subsidiary or the Borrower (as the case may be);



(iii)

the amount of dividends provided for on any payment date in the share conditions attaching to the Preferred Shares issued:



(A)

to the Borrower or a Restricted Subsidiary in the case of (a) above, will be equal to or in excess of the amount of interest payable in respect of the loan made or the amount of dividends provided for in respect of the Preferred Shares subscribed for by such Affiliate prior to the issuance thereof;



(B)

by the Borrower or a Restricted Subsidiary in the case of (b) above, will be equal to or in excess of the amount of interest payable in respect of the loan made to such Affiliate with the proceeds of the issuance thereof;



(C)

by the Borrower or a Restricted Subsidiary in the case of (c) above, will be equal to the amount of dividends in respect of the Preferred Shares subscribed for in such Affiliate with the proceeds of the issuance thereof; or



(D)

in the case of (d) above, to the Borrower or a Restricted Subsidiary will be equal to the amount of dividends provided for in respect of the Preferred Shares issued by the Borrower or Restricted Subsidiary (as the case may be) to such Affiliate and both such payments will be equal to or in excess of the amount of interest payable in respect of the loan made by the Borrower or a Restricted Subsidiary to a Restricted Subsidiary or the Borrower (as the case may be);



(iv)

no Default or Event of Default has occurred and is continuing at the time of the issuance of any such Preferred Shares, the borrowing of any such loan or the subscription for any such Preferred Shares by the Borrower or Restricted Subsidiary; and

7

(v)

before the execution by the Borrower, Restricted Subsidiary or Affiliates of any documentation relating to the issuance of any such Preferred Shares, the Lenders' counsel is satisfied, based on a review of the proposed documentation relating to the proposed issuance, that the proposed transaction will not be contrary to the provisions of this definition of Back to Back Shares.

1.1.18 "BA Discount Proceeds" means, in respect of any Schedule 2 Bankers' Acceptance, an amount calculated on the applicable Drawdown Date which is (rounded up to the nearest full cent, with one-half of one cent being rounded up) equal to the face amount of such Schedule 2 Bankers' Acceptance multiplied by the price, where the price is calculated by dividing one by the sum of one plus the product of (i) the BA Discount Rate applicable thereto expressed as a decimal fraction multiplied by (ii) a fraction, the numerator of which is the term of such Schedule 2 Bankers' Acceptance, as the case may be, and the denominator of which is 365 or 366, as the case may be, which calculated price will be rounded to the nearest multiple of 0.001%.

1.1.19 "BA Discount Rate" means, with respect to any Schedule 2 Bankers' Acceptance, the rate determined by the Agent as being the arithmetic average (rounded upward to the nearest multiple of 0.01%) of the discount rates, calculated on the basis of a year of 365 days and determined in accordance with normal market practice at or about 10:00 a.m. (Toronto time) on the applicable Drawdown Date, for bankers' acceptances of the Schedule 2 Reference Lenders having a comparable face amount and identical maturity date to the face amount and maturity date of such Schedule 2 Bankers' Acceptance.

1.1.20 "Bankers' Acceptance" means a draft or bill of exchange in Canadian Dollars drawn by the Borrower and accepted by a Lender pursuant to this Agreement.

1.1.21 "Bankers' Acceptance Fee" means a stamping fee calculated by multiplying the face amount of a Bankers' Acceptance by the Applicable Margin; provided that such fee shall be calculated for the period of time from and including the date of a Bankers' Acceptance to but not including the maturity date of such Bankers' Acceptance and calculated on the basis of the actual number of days elapsed based on a calendar year.

1.1.22 "Base Rate" means, at any time as regards any Lender, the greater of (a) the simple average of the annual rates of interest (expressed on the basis of a 360 day year) rounded upwards to the nearest 0.01% which each of the Reference Lenders establishes as its reference rate of interest in order to determine interest rates it will charge on that day for demand loans made by it in New York City in U.S. Dollars and being quoted as its "New York prime rate" or, in the case of The Bank of Nova Scotia, its "Base Rate New York", a variable per annum reference rate determined and adjusted by each of the Reference Lenders from time to time and (b) the Federal Funds Effective Rate plus 0.5% per annum. The Base Rate under paragraph (a) as regards any Lender shall be determined by the Agent upon the applicable quotations furnished to and received by the Agent from the Reference Lenders from time to time. For the purposes hereof, upon any change in the "New York prime rate" and/or the "Base Rate New York", such Reference Lender shall as soon as practicable thereafter advise the Agent as to its Base Rate under paragraph (a) as at the date of such change by telephone, telex, telegram, cable, or telecopier, which advice shall be conclusive and binding for all purposes absent manifest error. If any one or more of the Reference Lenders does not furnish a quotation of its Base Rate under paragraph (a) to the Agent at any time after it has changed from the previous quotation of such Base Rate under paragraph (a) received by the Agent, the Base Rate under paragraph (a) applicable to such Reference Lender shall be such previous quotation unless the Agent has actual notice of the Base Rate under paragraph (a) of such Reference Lender, in which event that rate shall be applied. The Agent shall give notice to the Borrower and each of the Lenders of the Base Rate from time to time quoted to it and such notice shall be conclusive and binding for all purposes absent manifest error.

8

1.1.23 "Base Rate Advance" means an Advance in U.S. Dollars under the Credit bearing interest as provided in Section 4.2 and includes a deemed Base Rate Advance as provided for in Sections 4.3 and 10.4.

1.1.24 "Base Rate Borrowing" means a Borrowing consisting of simultaneous Base Rate Advances, one made by each Lender through the Agent.

1.1.25 "Bond" means the senior secured bond in the principal amount of Cdn.$4,000,000,000 dated as of 15 March 1997 issued by the Borrower under the Trust Indenture and pledged pursuant to the Bond Pledge Agreement.

1.1.26 "Bond Pledge Agreement" means the bond pledge agreement dated as of 15 March 1997 and pursuant to which the Bond is pledged by the Borrower to and in favour of the Agent for and on behalf of itself and each of the Lenders.

1.1.27 "Bondholder" means a holder of a Bond or Bonds from time to time issued and outstanding under the Trust Indenture.

1.1.28 "Bonds" means collectively the Bond and any Additional Bonds from time to time issued and outstanding under the Trust Indenture.

1.1.29 "Borrower" means Rogers Cantel Inc., a corporation subsisting under the Canada Business Corporations Act, and its successors and permitted assigns.

9

1.1.30 "Borrower's Certificate" means a certificate signed by the Chairman of the Board, any Vice-Chairman of the Board, the President or any Vice-President or any other Director and by any other Vice-President, the Treasurer, the General Counsel or any Assistant Treasurer or the Secretary or any Assistant Secretary of the Borrower certifying, to the best of their knowledge, information and belief, after due inquiry, the information required to be set forth in such certificate.

1.1.31 "Borrowing" means any utilization of the Credit by the Borrower (including a conversion or rollover) consisting of a Prime Rate Borrowing, a Base Rate Borrowing, a LIBO Borrowing, the acceptance by each Lender of one or more drafts or bills of exchange presented by the Borrower as Bankers' Acceptances, or any combination thereof.

1.1.32 "Branch of Account" means, with respect to each Lender, the branch of such Lender at the address set out below such Lender's name on the execution pages hereto (or any Assignment Agreement) or such other branch or office of a Lender as such Lender, through the Agent, may advise the Borrower in writing.

1.1.33 "Budget" means for any fiscal year the detailed financial budget and capital expenditures budget of the Borrower on a Consolidated basis, approved by the board of directors of the Borrower consisting of its balance sheet, its statement of income and retained earnings, its statement of changes in financial position and the number of its subscribers, on a monthly basis, and containing such other key operating data and relevant information as the Agent, on behalf of the Majority Lenders, may reasonably require, as such Budget may be amended from time to time.

1.1.34 "Business" means the operation by the Obligors, on a combined basis, of businesses or operations which provide Wireless Communications Services and Wireline Communications Services, and the sale or rental of related equipment and services for these aforementioned businesses and operations, provided that the Borrower's investment in Wireline Communications Services is limited in accordance with Section 7.1.33. In addition, Business shall include the expansion, enhancement and further development and construction of such aforementioned businesses and operations undertaken by the Obligors, on a combined basis, in accordance with the Budget, and such other corporate purposes as the Majority Lenders may from time to time agree to in writing.

1.1.35 "Business Day" means any day of the year other than Saturday, Sunday, a statutory holiday or other day on which banks are authorized or required by law to close in Toronto, Canada or New York City, United States of America and, where such term is used in connection with a LIBO Advance, in London, England.

10

1.1.36 "Canadian Dollars", "Cdn. Dollars", "Cdn.$" or "$" mean currency of Canada which at the time of payment is legal tender for the payment of public and private debts in Canada.

1.1.37 "Capital Expenditures" means for any period the gross amount recorded on the books and records of the Borrower on a Consolidated basis, for additions during such period to Property which would be required to be recorded as a fixed asset in accordance with GAAP.

1.1.38 "Capital Lease" means any lease of Property which, in accordance with GAAP, has been recorded as a capital lease.

1.1.39 "Change in Control" has the meaning defined in Schedule J to this Agreement.

1.1.40 "Commitment" means the several obligation of each Lender to make available to the Borrower in its Lender's Proportion a Portion of the Credit by way of one or more Advances and by way of the acceptance of drafts in Cdn. Dollars drawn by the Borrower as Bankers' Acceptances; the Commitment of each Lender as at the date of execution hereof is specified below that Lender's name on the signature pages to this Agreement.

1.1.41 "Consolidated Interest Expense" has the meaning assigned to that term in Section 7.1.16.

1.1.42 "Consolidation" means the consolidation of the accounts of each Restricted Subsidiary with those of the Borrower, if and to the extent the accounts of each such Restricted Subsidiary would normally be consolidated with those of the Borrower, all in accordance with GAAP; provided however "Consolidation" will not include consolidation of the accounts of any Unrestricted Subsidiary. The term "Consolidated" shall have a similar meaning.

1.1.43 "Credit" means the revolving/reducing term credit in aggregate of Cdn.$800,000,000 (all or any part of which may be drawn in an Equivalent Amount in U.S. Dollars) available to the Borrower upon and subject to the terms and conditions contained in this Agreement and as limited or reduced in accordance with the provisions of this Agreement.

1.1.44 "Debt" means without duplication and without regard to any interest component thereof the aggregate of all indebtedness of the Borrower, on a Consolidated basis, for borrowed money determined in accordance with GAAP, excluding:

(a)

Inter-Company Subordinated Debt (which Inter-Company Subordinated Debt shall, however, be counted as Debt for the purposes of Sections 7.1.13 and 7.1.18 and all Applicable Margin calculations);

11

(b)

Inter-Company Deeply Subordinated Debt;



(c)

Back to Back Shares, to the extent they would otherwise constitute Debt;



(d)

other indebtedness incurred in connection with the issuance of Back to Back Shares as contemplated in the definition of that term;



(e)

Excluded Assets, to the extent they would otherwise constitute Debt; and



(f)

trade payables and accrued liabilities which are current liabilities incurred in the ordinary course of business.

For greater certainty and without limitation of the foregoing and without duplication, Debt shall include:

(g)

all indebtedness of the Borrower, on a Consolidated basis, for Purchase Money Obligations and Supplier Obligations;



(h)

all direct or indirect guarantees and indemnities of the Borrower, on a Consolidated basis, which in any way assure a creditor against loss in respect of indebtedness of any other Person for borrowed money or for the deferred purchase price of Property and related services rendered (if any), other than the guarantees each dated as of 30 November 1994 given by the Borrower to each of The Bank of Nova Scotia, The Toronto-Dominion Bank, Canadian Imperial Bank of Commerce and Royal Bank of Canada (collectively the "Swap Guarantees") on behalf of the debts and obligations of RCI for the aggregate notional principal amount not to exceed the specific swap obligations listed therein;



(i)

all Subordinated Debt;



(j)

all indebtedness of the Borrower under the Original Credit Agreement and all indebtedness of the Borrower pursuant to Borrowings under the Credit;



(k)

the face amount of any Bankers' Acceptances or similar instruments not relating to the Credit; and



(l)

all Accelerated Swap Obligations.

1.1.45 "Default" means any of the events specified in Section 8.1, whether or not any requirement for the giving of notice, the lapse of time, or both, or any other condition subsequent to such event, has been satisfied.

1.1.46 "Drawdown Date" means the date of any Borrowing.

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1.1.47 "Drawdown Notice" means a notice in the form of Schedule E hereto.

1.1.48 "Effective Date" means 19 March 1997.

1.1.49 "Equivalent Amount" in one currency (the "First Currency") of an amount in another currency (the "Other Currency") means the amount of the First Currency which is required to purchase such amount of the Other Currency at the Agent's spot buying rate for the purchase of the Other Currency with the First Currency as of approximately 12:00 noon Toronto time on the date of determination.

1.1.50 "Event of Default" has the meaning assigned to that term in Section 8.1.

1.1.51 "Excluded Assets" means any shares in the capital of any Unrestricted Subsidiary, any Property of any Unrestricted Subsidiary, any shares or loan receivables associated with Back to Back Shares as contemplated in the definition of that term, any Investment for which payment is made using Excluded Assets or Excluded Securities, and any proceeds, of any of the foregoing or any proceeds of such proceeds so long as they remain traceable.

1.1.52 "Excluded Security" means any instrument evidencing or guaranteeing indebtedness for borrowed money or any share (in this definition collectively called a "security") which is issued by the Borrower or a Restricted Subsidiary to an Affiliate thereof, provided that at all times such security:

(a)

shall, in the case of an instrument evidencing indebtedness for borrowed money not owed to the Borrower or a Restricted Subsidiary, constitute Inter-Company Deeply Subordinated Debt;



(b)

shall, in the case of an instrument evidencing indebtedness for borrowed money, not be guaranteed by the Borrower or a Restricted Subsidiary unless such guarantee shall constitute Inter-Company Deeply Subordinated Debt;



(c)

shall, in the case of an instrument evidencing indebtedness for borrowed money, not be secured by any Property of the Borrower or a Restricted Subsidiary;



(d)

provides by its terms that interest or dividends shall be payable only to the extent that, after giving effect thereto, no Default shall have occurred and be continuing; and



(e)

provides by its terms that, except as otherwise permitted in Section 7.1.18, no payment (except in the form of Excluded Assets or Excluded Securities) on account of principal (at maturity, by operation of sinking fund or mandatory redemption or otherwise) or other payment on account of the redemption, repurchase, retirement, acquisition or other repayment thereof shall be permitted until after the date on which the Credit shall have terminated, all Borrowings shall have been satisfied and all other Obligations shall have been satisfied.

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1.1.53 "Federal Funds Effective Rate" means for any period, a fluctuating interest rate per annum equal, for each day during such period, to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York or, for any day on which such rate is not so published for such day by the Federal Reserve Bank of New York, the average of the quotations for such day for such transactions received by the Agent from three federal funds brokers of recognized standing.

1.1.54 "Fee Agreement" means the letter agreement dated 19 March 1997 between the Borrower and the Lenders that are signatories to this Agreement concerning fees payable to those Lenders in connection with the Credit, as the agreement is amended, supplemented, restated and replaced from time to time.

1.1.55 "Forecast" means the detailed financial forecast by the Borrower, on a Consolidated basis, consisting of a balance sheet, a statement of income and retained earnings, a statement of changes in financial position and the number of subscribers, on a yearly basis for the following three fiscal years, and containing such other relevant information as the Agent may reasonably require, as such Forecast may be amended from time to time.

1.1.56 "GAAP" means generally accepted accounting principles, consistently applied, which are in effect from time to time in Canada.

1.1.57 "Inter-Company Deeply Subordinated Debt" means all indebtedness of an Obligor for money borrowed from, or incurred in lieu of the making of a distribution to, Rogers which has been subordinated and postponed to Senior Debt and Accelerated Swap Obligations as provided for in Section 5.2 and Schedule C and in respect of which the agreement or instrument evidencing the indebtedness contains or incorporates by reference the provisions of Schedule C for the benefit of the Agent and the Lenders.

1.1.58 "Inter-Company Subordinated Debt" means all indebtedness of an Obligor for money borrowed from Rogers which has been subordinated and postponed to Senior Debt and Accelerated Swap Obligations as provided for in Section 5.1 and Schedule B and in respect of which the agreement or instrument evidencing the indebtedness contains or incorporates by reference the provisions of Schedule B for the benefit of the Agent and the Lenders.

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1.1.59 "Interest Payment Date" means:

(a)

in the case of Prime Rate Advances and Base Rate Advances, the last day of each calendar month; and



(b)

in the case of LIBO Advances, the last day of the Interest Period applicable to a LIBO Advance and, additionally, if the Interest Period is in excess of three months, the last day of every third month during the Interest Period;

or if such day is not a Business Day, the Business Day next following except, in the case of a day referred to in item (b), if such day is not a Business Day and the next following Business Day would be in the next calendar month, the immediately preceding Business Day.

1.1.60 "Interest Period" means for any LIBO Advance, the periods provided for such LIBO Advance pursuant to Section 4.3.

1.1.61 "Investments" means, directly or indirectly, any advance, loan or capital contribution to, the purchase of any stock, bonds, notes, debentures or other securities of, the acquisition, by purchase or otherwise, of all or substantially all of the business or Property or stock or other evidence of beneficial ownership of, any Person or making of any investment in any Person. Investments shall exclude extensions of trade credit on commercially reasonable terms in accordance with normal trade practices.

1.1.62 "Lender" means each of the Lenders who are signatories to this Agreement as lenders or any Person who is an assignee under Article 13 of this Agreement and which together with the Agent and the assignor has executed an Assignment Agreement, all of foregoing being collectively the "Lenders".

1.1.63 "Lender's Proportion" means, the proportion from time to time of a Lender's Commitment relative to the then Available Commitments and expressed as a percentage, the numerator of which is such Lender's Commitment and the denominator of which is the aggregate of then Available Commitments.

1.1.64 "LIBO Advance" means an Advance in U.S. Dollars under the Credit bearing interest as provided for in Section 4.3 and includes a deemed LIBO Advance as provided for in Section 4.3.

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1.1.65 "LIBO Borrowing" means a Borrowing consisting of simultaneous LIBO Advances, one made by each Lender through the Agent.

1.1.66 "LIBO Rate" for any Interest Period as regards any Lender means the simple average of the rate per annum rounded upwards to the nearest ¹/16% per annum (on the basis of a 360 day year) which is equal to the rate at which deposits in U.S. Dollars would be offered to the Reference Lenders in London, England by prime banks in the interbank market at approximately 11:00 a.m. London time two Business Days before the first day of such Interest Period in an amount approximately equal to the principal amount of the LIBO Borrowing to which such Interest Period is to apply and for a period of time comparable to such Interest Period. The interest rate for each Interest Period of a LIBO Advance made by a Lender shall be determined by the Agent on the basis of the applicable quotations for the LIBO Rate furnished to and received by the Agent from the Reference Lenders no later than 10:00 a.m. Toronto time two Business Days prior to the first day of such Interest Period. Each Reference Lender agrees to advise the Agent at such times forthwith by telephone, telex, telegram, cable or telecopier of the applicable rate, which advice shall be deemed to be conclusive and binding for all purposes absent manifest error. If any Reference Lender does not furnish a quotation of the applicable rate to the Agent for any Interest Period, the interest rate for such Interest Period for the Lenders shall be the simple average of the applicable rates of the other Reference Lenders which furnished such quotations for such Interest Period. The Agent shall give notice to the Borrower and the Lenders of the interest rates determined for each Interest Period as above provided and such notice shall be conclusive and binding for all purposes absent manifest error.

1.1.67 "Lien" means any mortgage, charge, pledge, lien, privilege, security interest, hypothec, cession and transfer, lease of real property or other encumbrance upon or with respect to any Property of an Obligor, now owned or hereafter acquired.

1.1.68 "Majority Lenders" means those Lenders who at the time in question hold in the aggregate at least 66²/3% of the Available Commitments.

1.1.69 "Maturity Date" means 2 January 2005, or if such day is not a Business Day, the next following Business Day.

1.1.70 "Obligations" means, at any relevant date, the Aggregate Outstandings hereunder plus all other amounts of any kind or nature owing by an Obligor to the Lenders, the Agent or any of them under or by virtue of this Agreement or the Security including, without in anyway limiting the foregoing, all obligations and liabilities of the Borrower described in Section 1.8.

1.1.71 "Obligors" means the Borrower and any Restricted Subsidiaries collectively and "Obligor" means any one of them individually.

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1.1.72 "Operating Cash Flow" means an amount equal to the total net income of the Borrower, on a Consolidated basis, for any fiscal quarter prepared in accordance with GAAP, and excluding all extraordinary and other non-recurring and unusual items plus, to the extent deducted in calculating such net income, interest expense and other financing costs and expenses, depreciation, amortization, all taxes whether or not deferred applicable to such fiscal quarter and any deferred management fees to the extent accrued and unpaid, which deferred management fees shall be deducted in the particular quarter when actually paid. Cash payments on account of commissions shall be deducted for the purpose of calculating Operating Cash Flow. Interest income will only be included in Operating Cash Flow if it arises from deposits or other Investments which do not originate from the proceeds of a Borrowing or Inter-Company Subordinated Debt.

If the Borrower has made any Investment or disposition, on a Consolidated basis, during a fiscal quarter, Operating Cash Flow otherwise calculated for the fiscal quarter shall be adjusted to include Operating Cash Flow attributable to the Investment as if the Investment had been made on the first day of the fiscal quarter and to exclude Operating Cash Flow attributable to the Property disposed of as if the disposition had been made on the first day of the fiscal quarter.

1.1.73 "Operating Credit" means the demand operating credit in the amount of Cdn.$10,000,000 (as such amount may be increased from time to time) established by agreement between the Borrower and The Bank of Nova Scotia dated as of 31 October 1991, as amended by agreement dated as of 30 March 1992 and as otherwise amended, supplemented or replaced from time to time, under which advances in Canadian Dollars or U.S. Dollars or letters of credit in various currencies may be obtained.

1.1.74 "Operating Lender" means The Bank of Nova Scotia, its successors and assigns in its capacity as lender under the Operating Credit.

1.1.75 "Original Bond" means the bond dated as of 31 October 1991 issued under the Original Trust Indenture registered in the name of The Bank of Nova Scotia, as Agent in the principal amount of $4,000,000,000.

1.1.76 "Original Bond Pledge Agreement" means the bond pledge agreement dated as of 31 October 1991 pledging the Original Bond to The Bank of Nova Scotia, as Agent.

1.1.77 "Original Credit Agreement" has the meaning defined in the recitals hereto.

1.1.78 "Original Trust Indenture" means the amended and restated deed of trust and mortgage dated as of 31 October 1991 issued by Rogers Cantel Inc. and Rogers Cantel Mobile Inc. in favour of National Trust Company, as Trustee, as amended to date.

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1.1.79 "Permitted Encumbrances" means, at any particular time, "Permitted Liens" as defined in the Trust Indenture, with the following additions:

(a)

Liens securing Purchase Money Obligations or Supplier Obligations incurred in compliance with the provisions of this Agreement, limited to the Property acquired in the transaction in which the Purchase Money Obligation or the Supplier Obligation, as the case may be, was incurred;



(b)

Liens for Senior Debt and Additional Senior Debt;



(c)

Liens for Subordinated Debt in favour of any creditor of an Obligor who, prior to being granted such Lien, has executed and delivered a subordination agreement in favour of the Agent in form and content satisfactory to the Lenders and the Agent acting reasonably;



(d)

Liens created pursuant to the Operating Credit in favour of the Operating Lender to secure amounts under (but only under) the Operating Credit;



(e)

the lien and charge of the Security or any other security in favour of the Trustee as security for the obligations of an Obligor under or in connection with this Agreement or the Original Credit Agreement; and



(f)

any Lien set out in Schedule F hereto.

1.1.80 "Person" means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, a nation, government, province, state, municipality or other political subdivision thereof, an entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, government or other entity of whatever nature.

1.1.81 "Preferred Shares" means shares providing for preferential payment of dividends or subject to mandatory redemption by the issuer at a specified time or at the option of the Holder.

1.1.82 "Prime Lending Rate" for any day as regards any Lender means the greater of (i) the simple average of the rates of interest expressed as a percentage per annum which each of the Reference Lenders establishes at its head office as the reference rate of interest in order to determine interest rates it will charge on that day for demand loans in Canadian funds to its Canadian customers and which it refers to as its "prime lending rate" or "prime rate" and (ii) the sum of (A) the rate quoted by the Agent for 30-day Canadian dollar bankers' acceptances that appear on the Reuters Screen CDOR Page as of 10:00 a.m. (Toronto time) on the date of determination plus (B) ³/4 of 1% per annum. The Prime Lending Rate as set out in item (i) as regards any Lender shall be determined by the Agent on the basis of the applicable quotations furnished to and received by the Agent from the Reference Lenders from time to time. For the purposes hereof, upon any change in the "prime lending rate" or "prime rate" of any of the Reference Lenders, such Reference Lender shall as soon as practicable thereafter advise the Agent as to its Prime Lending Rate as at the date of such change by telephone, telex, telegram, cable or telecopier, which advice shall be conclusive and binding for all purposes absent manifest error. If any one or more of the Reference Lenders does not furnish a quotation of its Prime Lending Rate to the Agent at any time after it has changed from the previous quotation of such Prime Lending Rate received by the Agent, the Prime Lending Rate applicable to such Reference Lender shall be the previous quotation unless the Agent has actual notice of the Prime Lending Rate of any such Lender, in which event that rate shall be applied. The Agent shall give notice to the Borrower and the Lenders of the Prime Lending Rate from time to time quoted to it and such notice shall be conclusive and binding for all purposes absent manifest error.

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1.1.83 "Prime Rate Advance" means an Advance in Canadian Dollars under the Credit bearing interest as provided for in Section 4.1 and includes a deemed Prime Rate Advance as provided for in Section 4.4.7 and Section 10.4.

1.1.84 "Prime Rate Borrowing" means a Borrowing consisting of simultaneous Prime Rate Advances, one made by each Lender through the Agent.

1.1.85 "Pro Forma Debt Service" means, for the Borrower, on a Consolidated basis, at the end of any fiscal quarter, the sum of:

(a)

all scheduled principal payments of Debt, which will include required payments of principal on the incremental portion of any Debt projected to be incurred in accordance with the Budget (including without limitation the principal component of Purchase Money Obligations and Supplier Obligations) to be paid for the twelve months next following such fiscal quarter end; and



(b)

the estimated interest expense scheduled to be paid or accrued for the twelve months next following such fiscal quarter end which will take into account interest expense estimated to be paid on the incremental portion of any Debt projected to be incurred or projected to be repaid in accordance with the Budget. For the purposes of the calculation of such estimated interest expense:



(i)

interest on Debt on a fluctuating basis for periods succeeding the date of determination shall be deemed to accrue at a rate equal to the discount rate for 90 day Bankers' Acceptances then in effect plus the Bankers' Acceptance Fee then in effect (other than Purchase Money Obligations and Supplier Obligations) where an Obligor has not used interest rate hedging techniques to fix interest rates;

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(ii)

the effective interest rates payable in the case of that portion of Debt for periods succeeding the date of determination (other than Purchase Money Obligations and Supplier Obligations) shall, without duplication, be taken into account where an Obligor has used interest rate hedging techniques to fix interest rates and in respect to which no default has occurred and is continuing;



(iii)

a reasonable estimate of the actual interest rates payable in the case of that portion of Debt for periods succeeding the date of determination comprising Purchase Money Obligations and Supplier Obligations shall be taken into account; and



(iv)

such estimated interest expense shall also include only scheduled cash payments of interest on Inter-Company Subordinated Debt and the compound portion of interest on Inter-Company Deeply Subordinated Debt if it is scheduled to be paid in cash, but shall exclude any other interest expense paid or accrued on Inter-Company Deeply Subordinated Debt; for greater certainty, all interest relating to Back to Back Share transactions shall be excluded.

1.1.86 "Property" means, with respect to any Person, all of its undertaking, property and assets of any kind.

1.1.87 "Purchase Money Obligations" means obligations of the Borrower on a Consolidated basis incurred or assumed in the ordinary course of business in connection with the acquisition of Property to be used in the Business, excluding Supplier Obligations but including obligations incurred or assumed under any Capital Lease (referred to as Capital Lease Obligations in the Original Credit Agreement and the Trust Indenture).

1.1.88 "Quarterly Reporting Documents" means the unaudited Consolidated year to date financial statements of the Borrower as at the end of its most recent fiscal quarter together with a comparison to Budget, a compliance certificate substantially in the form of Schedule A attached hereto and unaudited consolidated year-to-date financial statements of each Restricted Subsidiary and information regarding subscribers, subscriber usage and churn and such other information as the Agent may require.

1.1.89 "RCI" means Rogers Communications Inc., a corporation subject to the laws of British Columbia, and its successors.

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1.1.90 "Reference Lenders" means any three Lenders, two as designated by the Agent and one as designated by the Borrower.

1.1.91 "Restricted Subsidiary" has the meaning defined in Section 14.1.

1.1.92 "Rogers" means RCI and any Affiliate of RCI that is not an Obligor.

1.1.93 "Schedule 2 BA Lender" means any Lender which is a bank chartered under and referred to in Schedule II of the Bank Act (Canada).

1.1.94 "Schedule 2 Bankers' Acceptance" means a Bankers' Acceptance accepted by a Schedule 2 BA Lender.

1.1.95 "Schedule 2 Reference Lenders" means two Schedule 2 BA Lenders, one to be selected by the Agent and the other to be selected by the Borrower pursuant to this Agreement.

1.1.96 "Section" means the designated Section of this Agreement.

1.1.97 "Security" means and includes collectively, until such time as the Original Trust Indenture is amended and restated by the Trust Indenture, the Original Trust Indenture, the Original Bond and the Original Bond Pledge Agreement and all other security documentation delivered under or in connection therewith, if any, to the extent not expressly released prior to the Effective Date (such other security documentation being referred to herein as the "ancillary security"). Once the Original Trust Indenture is amended and restated by the Trust Indenture, "Security" means and includes collectively, the Trust Indenture, the Bond, the Bond Pledge Agreement, the ancillary security and all further or other security from time to time provided or granted to the Trustee pursuant to the Trust Indenture.

1.1.98 "Senior Debt" means Debt owing under this Agreement and secured by a pledge of the Bond, Debt owing to the Operating Lender and secured by a pledge of an Additional Bond, any indebtedness (whether contingent or absolute) arising under the Original Credit Agreement, any other Debt owing to any creditor secured by a pledge of an Additional Bond, Purchase Money Obligations and Supplier Obligations. For greater certainty, Senior Debt will include Accelerated Swap Obligations.

1.1.99 "Senior Debt to Annualized Operating Cash Flow Ratio" means the ratio of Senior Debt outstanding to Annualized Operating Cash Flow, both calculated as at the end of the most recently completed fiscal quarter of the Borrower.

1.1.100 "Stand-by Fee" means the fee payable by the Borrower as provided for in Section 3.15.

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1.1.101 "Subdebt Trust Indenture" means a trust indenture dated as of 15 July 1992 among the Borrowers and Bank of Montreal Trust Company, as the same may be amended, restated, modified or replaced, whereby the Borrower issued U.S.$200,000,000 of senior subordinated guaranteed notes due in 2002.

1.1.102 "Subordinated Debt" means all indebtedness of the Borrower, on a Consolidated basis, for money borrowed from any Person other than Rogers which has been created in accordance with the provisions of Section 5.4.

1.1.103 "Subsidiary" means any firm, corporation or legal entity in which the Borrower, the Borrower and one or more of its Subsidiaries, or one or more Subsidiaries of the Borrower owns, directly or indirectly, a majority of the voting shares or other ownership interests, or has, directly or indirectly, the right to elect a majority of the board of directors, if it is a corporation, or the right to make or control its management decisions, if it is not.

1.1.104 "Supplier Obligations" means obligations of the Borrower on a Consolidated basis incurred or assumed in the ordinary course of business in favour of suppliers or other Persons for the deferred purchase price of goods supplied to Obligors which are secured by Liens in the goods acquired in the respective transactions in which the obligations were incurred and in respect of each of which the Borrower has given notice to the Trustee and the Agent including: (a) the name of the supplier or other Person to whom the obligation is owed; (b) a brief description of the supply agreement governing the obligation; and (c) the amount of the obligation incurred or assumed under the supply agreement.

1.1.105 "Swap Agreement" means any agreement relating to interest rate and/or currency exchange arrangements including, without limitation, interest rate swaps, basis swaps, forward rate transactions, currency hedging or swap transactions or arrangements, cap transactions, floor transactions, collar transactions or other similar transactions; or any option with respect to such transactions or arrangements or combination of any such transactions or arrangements, as any such agreement may be or have been amended or supplemented from time to time, between an Obligor (or in respect of which an Obligor is an assignee) or a guarantor pursuant to the Swap Guarantees and a Person, and which is secured by the Security.

1.1.106 "Swap Guarantees" has the meaning defined in Section 1.1.44(h).

1.1.107 "Telecommunications Business" means any business that involves the transmission, routing, storage and forwarding, emission, management or reception of signs, signals, writings, images, sounds or intelligence of any nature by wire, radio, satellite or any other electromagnetic, optical or technical system and associated services and any naturally synergistic extensions to any such business.

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1.1.108 "Trust Indenture" means the amended and restated deed of trust and mortgage dated as of 15 March 1997 between the Borrower and the Trustee, as further supplemented, amended, restated or replaced from time to time.

1.1.109 "Trustee" means National Trust Company and its successors and assigns as trustee under the Trust Indenture.

1.1.110 "U.S. Dollars", "United States Dollars" and the symbol "U.S.$" each mean currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts in the United States of America.

1.1.111 "Unrestricted Subsidiary" means a Subsidiary other than a Restricted Subsidiary.

1.1.112 "Wireless Communications Services" means communications which originated and/or terminated, or would have terminated but for the activation of call forward, no answer/busy, transfer or other similar system features, in wireless radio communication devices and includes, but is not limited to, cellular telephone service, paging, personal communications network (PCN) and wireless voice/data services and products. It is also understood that communications using wireless communications devices that are being used by subscribers in a fixed mode are included. For greater certainty, the definition of Wireless Communications Services does not include carrying on the business of a radio broadcast station, television broadcast station or a direct broadcast satellite operator (such as DirecTV).

1.1.113 "Wireline Communications Services" means local and long distance telephone and related voice/data services and products that are distributed to the end-user premises using paired copper wire, co-axial or fibre optic cable, including reselling of those services and products. For greater certainty, the definition of Wireline Communications Services does not include Wireless Communications Services or carrying on the business of radio broadcasting, television broadcasting, direct broadcast satellite operations and cable television and radio operations.

        1.2    Headings and Table of Contents.    The headings of the Articles, Sections and Table of Contents are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

        1.3    Preamble Part of Agreement.    The preamble to this Agreement shall form part of this Agreement.

        1.4    Accounting Terms.    Each accounting term used in this Agreement, unless otherwise defined herein, has the meaning assigned to it under GAAP.

        1.5    Words and Phrases.    Words importing the singular include the plural thereof, and vice-versa, and words importing gender include the masculine, feminine and neuter genders.

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        1.6    Amendment and Restatement.    From and after the Effective Date, this Agreement:

(a)

amends, restates and consolidates the Original Credit Agreement; and



(b)

represents the entire agreement as currently constituted between the parties hereto with respect to the subject matter hereof.

The Original Credit Agreement as hereby amended, restated and consolidated is confirmed and remains in full force and effect without novation. Without limiting any other provision of this Agreement, from and after the Effective Date all Borrowings (as that term is defined in the Original Credit Agreement) outstanding under the Original Credit Agreement together with all other amounts owing thereunder shall be deemed to be outstanding under this Agreement.

        1.7    Confirmation.    The Borrower acknowledges and agrees that it continues to be bound by the terms of all security documentation delivered under or in connection with the Original Credit Agreement (to the extent not specifically released or discharged prior to or concurrent with the Effective Date) and confirms that such security documentation continues in full force and effect as general and continuing collateral security over all of its Property for all Obligations.

        1.8    Transitional Arrangements.    The Lenders shall indemnify the lenders under the Original Credit Agreement who have not continued as Lenders under this Agreement with respect to Bankers' Acceptances accepted by such non-continuing lenders under the Original Credit Agreement which remain outstanding on the Effective Date, on terms agreed upon between the Lenders and such non-continuing lenders. Those Bankers' Acceptances shall thereupon be considered for the purposes of this Agreement to have been accepted by the Lenders, and the Borrower shall perform for the benefit of the Lenders under this Agreement all of its obligations relating to those Bankers' Acceptances under the Original Credit Agreement. All such obligations of the Borrower shall be secured by the Security.

ARTICLE 2
REPRESENTATIONS AND WARRANTIES

2.1 Representations and Warranties. The Borrower represents and warrants (on its own behalf and on behalf of each Obligor, as applicable) to each Lender and to the Agent that:

(a)

each Obligor is a corporation duly incorporated or amalgamated, organized and validly existing under the laws of its incorporating jurisdiction and is in all material respects in compliance with the laws of Canada and the laws of those provinces in which it carries on business;

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(b)

the entering into and the performance by each Obligor of this Agreement and all agreements provided for or contemplated hereby, (i) is within its powers and has been duly authorized by all necessary corporate action on its part and (ii) does not in any material adverse manner conflict with or result in the violation of the terms of its constating documents or by-laws or of any law, regulation, franchise, licence, ordinance, decree or judgment having application to it as of the date hereof or the date this representation and warranty is further given or of any agreement or other document to which it is a party or by which it may be bound;



(c)

each Obligor has all governmental licences, authorizations, consents, registrations and approvals material and necessary to permit it to enter into and perform its obligations under this Agreement and all agreements provided for or contemplated hereby and to own its, Property and to continue to operate the Business in Canada in the areas where it currently operates;



(d)

each Obligor has all material and necessary permits, easements, rights of way and other similar rights necessary to operate the Business and there has been no notice or claim of default or breach thereunder or of any condition entitling any party to terminate any such right;



(e)

this Agreement and all agreements of each Obligor provided for or contemplated hereby constitute legal, valid and binding obligations of each Obligor enforceable against each Obligor in accordance with their respective terms, subject to applicable laws relating to bankruptcy, insolvency and other similar laws affecting creditors' rights generally and to the fact that specific performance and other equitable remedies are subject to the discretion of the court and to any other qualifications contained in the opinion referred to in Section 6.1(e);



(f)

there is no litigation and, to its knowledge after having made reasonable inquiry, there are no legal proceedings pending or within its reasonable judgment threatened against it before any court or administrative agency of any jurisdiction which could materially and adversely affect its ability to perform this Agreement and all agreements provided for or contemplated hereby or its financial condition or its Property or operations or its ability to operate the Business, except as disclosed to the Agent in a Borrower's Certificate;



(g)

no Default or Event of Default exists hereunder;



(h)

it is not in violation of any term of its constating documents or by-laws (other than non-material violations which may have occurred with respect to its share conditions) and to its knowledge after having made reasonable inquiry, it is not in violation of any agreement, mortgage, franchise, licence, judgment, decree, order, statute, rule or regulation the result of which violation(s) would have a material adverse effect on its ability to continue to operate the Business;

25

(i)

as of the date of execution of this Agreement, the Borrower does not have any Restricted Subsidiary;



(j)

the audited consolidated financial statements of the Borrower for the annual period ended 31 December 1996, copies of which have been furnished to the Agent, with copies for each Lender, are complete and present fairly the information contained therein and have been prepared in accordance with GAAP and there has been no material adverse change in the financial condition of the Borrower, on a Consolidated basis, from its financial condition as at 31 December 1996;



(k)

the one and three year forecasts of the Borrower, on a Consolidated basis, provided to the Lenders have been prepared by the Borrower, on a Consolidated basis, using its reasonable best efforts and fairly present the matters dealt with therein;



(l)

except for Permitted Encumbrances, none of the Property, rights or privileges owned or held by it is subject to any Lien;



(m)

no Obligor has any liabilities (contingent or other) or other obligations for the payment of money of the type required to be disclosed in accordance with GAAP which are not disclosed in its financial statements for the period ended 31 December 1996 other than liabilities and obligations incurred in the ordinary course of its business since 31 December 1996 or in connection with this Agreement;



(n)

except for Permitted Encumbrances, it has not created, assumed, incurred or suffered to exist any Lien in respect of its right, title and interest in any Property;



(o)

there is no fact which it has not disclosed to the Agent in writing which materially adversely affects or, so far as it can now reasonably foresee, will materially adversely affect the Business or financial condition of the Borrower, on a Consolidated basis, or its ability to perform its obligations under this Agreement or under any agreements provided for or contemplated hereby, as the case may be; and

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(p)

Schedule H attached hereto sets out as at the Effective Date the Aggregate Outstandings under the Original Credit Agreement and the face amount and maturity date for each of the Bankers' Acceptances outstanding under the Original Credit Agreement.

ARTICLE 3
THE CREDIT

3.1 Maximum Amount of the Credit. Subject always to the limitations contained herein, the maximum amount of the Credit extended by this Agreement is Cdn.$800,000,000 or the Equivalent Amount in U.S. Dollars. The maximum amount available to the Borrower under the Credit shall however be limited to Cdn. $700,000,000 or the Equivalent Amount in U.S. Dollars until the Lenders existing as of the date of this Agreement have given notice to the Borrower and the Agent of any increased maximum amount available pursuant to the conditions set forth in the Fee Agreement.

3.2 Nature of Credit. The Credit revolves during its entire term so that the principal amount of any Advances comprising any Borrowing under the Credit may be repaid and shall thereafter again become available to the Borrower and the principal amount of any Bankers' Acceptances forming part of any Borrowing under the Credit which mature and are satisfied by the Borrower on the date of their maturity shall thereafter again become available to the Borrower under the Credit, all in accordance with the terms of this Agreement.

3.3 Voluntary Repayments under the Credit. Subject to the terms hereof the Borrower may, at any time and from time to time, make a repayment of principal under the Credit in part or in whole and without penalty in an aggregate principal amount of not less than Cdn. $1,000,000 and integral multiples of Cdn.$100,000 in excess thereof at any time upon at least three Business Days prior written notice to the Agent. The Borrower shall not be entitled to make a voluntary repayment with respect to a Bankers' Acceptance other than on its maturity date or with respect to a LIBO Borrowing other than on the last day of the Interest Period for such LIBO Borrowing.

3.4 Voluntary Reduction of Unused Available Commitment. The unused portion of the Available Commitment may be permanently reduced or cancelled without penalty at any time by the Borrower by giving to the Agent irrevocable written notice at least three Business Days prior to the date of such permanent reduction or cancellation specifying the date for and the amount of such permanent reduction or cancellation. The Agent shall promptly notify each Lender of the date and amount of such permanent reduction or cancellation of the Available Commitment, and the Commitment of each Lender shall be irrevocably reduced accordingly in each Lender's Proportion.

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3.5 Mandatory Reductions and Prepayments of the Credit. The aggregate amount of the Available Commitment shall be reduced automatically in the following manner:

(a)

on 2 January 2001, the maximum amount of the Available Commitment, taking into account any reduction prior to such time pursuant to Section 3.4, (as used in this Section, the "Original Base Amount") will be reduced by 15%;



(b)

on each of 2 January 2002, 2 January 2003 and 2 January 2004, the Original Base Amount will be reduced by an additional 20%;



(c)

on the Maturity Date, the Available Commitment shall be reduced to nil.

The Borrower shall on each date listed above (or the next following Business Day if that date is not a Business Day), make any payment required by such reduction to the Agent on behalf of the Lenders so that the Aggregate Outstandings do not exceed the Available Commitment as so reduced.

3.6 Availment Options. Upon the terms and conditions of this Agreement, each Lender agrees to provide its Lender's Proportion of the Available Commitment for the use of the Borrower. The Credit may be used by the Borrower by either (i) requesting a Prime Rate Borrowing, (ii) requesting a Base Rate Borrowing, (iii) requesting one or more LIBO Borrowings, (iv) presenting drafts for acceptance as Bankers' Acceptances, or (v) any combination thereof.

3.7 Minimum Amounts. Each Prime Rate Borrowing requested shall be in a minimum principal amount of Cdn.$1,000,000 and in a whole multiple of Cdn.$100,000, each Base Rate Borrowing requested shall be in a minimum principal amount of U.S.$1,000,000 and each Base Rate Advance requested shall be in a whole multiple of U.S.$100,000 and each LIBO Borrowing requested shall be in a minimum principal amount of U.S.$10,000,000 and each LIBO Advance shall be in a whole multiple of U.S.$100,000.

Where a Borrowing is requested by way of Bankers' Acceptances, the minimum aggregate principal amount of such Borrowing shall be Cdn.$10,000,000 and each draft presented for acceptance by a Lender as a Bankers' Acceptance shall be in a minimum principal amount of Cdn.$500,000 and whole multiples of Cdn.$100,000 thereafter.

3.8 Borrowings in Lender's Proportions. Each Lender shall fund each Borrowing in its Lender's Proportion. Except as otherwise specifically provided in this Agreement, each and every payment of principal and interest on outstanding Borrowings shall be made to the Agent for the account of the Lender entitled thereto and shall be promptly paid to each Lender.

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The Agent shall use its reasonable best efforts to ensure, and each Lender shall co-operate with the Agent to the degree which may be reasonably necessary to ensure, that (i) the Advances comprising any Borrowing are made by each Lender in its Lender's Proportion, are of the same type and mature at the same times, (ii) whenever drafts are presented for acceptance by such Lenders severally as Bankers' Acceptances, the face amount of the drafts presented to such Lender for acceptance reflects its Lender's Proportion and the drafts mature at the same times and contain substantially the same provisions as the drafts presented to the other Lenders for acceptance and (iii) at all times, the amount of Aggregate Outstandings and the type of Borrowings, if possible, are divided between each Lender in each Lender's Proportion of the Credit; provided that the Agent in its sole discretion may require that the result obtained by applying any Lender's Proportion to any Borrowing be rounded up or down to the nearest whole multiple of Cdn.$100,000 or U.S.$100,000.

Nothing contained in this Agreement and no action taken pursuant to it shall be deemed to constitute the Lenders a partnership, joint venture or other such entity. The obligations of the Lenders hereunder are not and shall not be joint and several and no Lender shall be responsible for the Commitment of any other Lender. The failure of any Lender to make available to the Agent any Advance required to be made to the Borrower as a part of any Borrowing or to accept any draft which it is obliged to accept as a Bankers' Acceptance as a part of any Borrowing shall not release any other Lender or any Obligor from any of its obligations hereunder, but no Lender shall be responsible for the failure of any other Lender to make such Advance or to accept such draft.

3.9 Conversions. Subject to the terms and conditions of this Agreement, the Borrower may from time to time convert a Borrowing to another type of Borrowing by converting (i) all or any part of the outstanding principal amount of any Prime Rate Advances into Base Rate Advances, LIBO Advances or Bankers' Acceptances or any combination thereof, (ii) all or any part of the outstanding principal amount of any Base Rate Advances into Prime Rate Advances, LIBO Advances or Bankers' Acceptances or any combination thereof, (iii) on the date of maturity of any Bankers' Acceptances, all or any part of the outstanding principal amount at maturity of such Bankers' Acceptances into Prime Rate Advances, Base Rate Advances or LIBO Advances or any combination thereof, or (iv) on the last day of the applicable Interest Period, all or any part of the outstanding principal amount of any LIBO Advances into Prime Rate Advances, Base Rate Advances or Bankers' Acceptances or any combination thereof; subject however in all cases, to the following:

(a)

the principal amount of each type of Advances or the face amount of Bankers' Acceptances being converted shall not be less than the amounts necessary to fulfil the requirements of this Agreement with respect to the minimum principal amounts for Borrowings, Advances and Bankers' Acceptances;



(b)

in the case of a conversion into Bankers' Acceptances, the principal amount of each type of Advances being so converted, together with all other amounts owing under this Agreement with respect thereto, shall be paid to the Agent from the proceeds of sale of such Bankers' Acceptances for distribution to the Lenders forthwith;

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(c)

no conversion shall be made by a Lender into LIBO Advances or Base Rate Advances if it is unlawful for a Lender to fund or maintain a LIBO Advance or a Base Rate Advance, respectively;



(d)

each conversion shall be effected, as nearly as practicable, in each Lender's Proportion for each Borrowing on identical terms;



(e)

no Default or Event of Default shall have occurred and be continuing; and



(f)

a Drawdown Notice has been delivered by the Borrower to the Agent in accordance with Section 3.10.

Amounts which are converted shall not reduce the amount of the Credit.

3.10 Notice of Borrowings and Payments. For each Borrowing and payment under the Credit, the Borrower shall give the Agent prior written irrevocable notice (in the form of the Drawdown Notice for each Borrowing) specifying, among other things, the Business Day for the Borrowing or payment, the amount and nature of the Borrowing and of each Advance forming part of the Borrowing or which will be paid and in the case of a LIBO Borrowing, the initial Interest Period for the LIBO Advances. Such notice shall be given to the Agent no later than 11:00 a.m. (Toronto time) on the second Business Day prior to a Borrowing or payment under the Credit, except with respect to a LIBO Borrowing, in which case such notice shall be given to the Agent no later than 11:00 a.m. (Toronto time) on the third Business Day prior to the LIBO Borrowing.

3.11 Funding Borrowings. The Agent shall promptly notify each Lender by telephone (confirmed immediately by letter, telex, telegram, telecopy or cable), letter, telex, telegram, telecopy or cable of the matters specified in such notice. Each Lender shall, before 11:00 a.m. (Toronto time) on the day a drawdown or conversion is to be made, transfer for value (a) immediately available Canadian Dollars in an aggregate amount equal to the amount of each Prime Rate Advance to be made by it on such day and the proceeds of sale of all Bankers' Acceptances accepted by it and sold by the Borrower on such day, net of the applicable Bankers' Acceptance Fee, and (b) immediately available U.S. Dollars in an aggregate amount equal to the amount of each Base Rate Advance and LIBO Advance to be made by it on such day to the Agent through the Fedwire to The Bank of Nova Scotia New York Agency (short name: BANK Nova Scotia NYC) ABA routing number 02600253-2 for account International Banking Division, Toronto 602736, for credit to the account of the Borrower. Upon fulfilment of the applicable conditions set forth in this Agreement, the Agent, prior to 3:00 p.m. Toronto time on such day, will make the aggregate of such amounts received by it from the Lenders as aforesaid available to the Borrower, if applicable, by crediting those amounts to the Borrower's account number 1378-12 of The Bank of Nova Scotia at the North York Commercial Banking Centre, 4950 Yonge Street, North York, Ontario for Canadian Dollar amounts and account number 1526-17 of The Bank of Nova Scotia at the North York Commercial Banking Centre, 4950 Yonge Street, North York, Ontario for U.S. Dollar amounts.

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3.12 Application of Proceeds of Borrowings. The Borrower shall use the proceeds of Borrowings for its general corporate purposes in connection with the conduct of the Business and otherwise in accordance with the provisions of this Agreement.

3.13 Non-receipt of Funds by Agent. Unless the Agent has been notified by a Lender prior to any Drawdown Date (which notice shall be effective upon receipt) that such Lender does not intend to make the amount of any Advance required to be made by it available to the Agent in a timely manner, the Agent may assume that such Lender has made such amount available to the Agent on such date and the Agent may in reliance upon such assumption (but shall not be required to) make available to the Borrower the corresponding amount. If the Agent has been so notified by a Lender that such Lender does not intend to make the amount of such Advance available to the Agent in a timely manner, the Agent shall have no obligation to advance such amount to the Borrower under any provision of this Agreement. Whenever the Agent has, on behalf of the Lenders, made the amount of any Borrowing available to the Borrower, and a Lender fails to make available to the Agent the amount of any Advance required to be made to the Borrower hereunder as a part of any Borrowing, the Agent shall be entitled to recover such amount on demand from such Lender (or, if such Lender fails to pay such amount on demand, from the Borrower within ten Business Days after demand for payment has been made on the Borrower) together with interest thereon in respect of each day during the period commencing with the day such amount was made available to the Borrower and ending on the day the Agent recovers such amount at a rate per annum equal to the rate applicable to such Advance.

3.14 Limitation on Number of Transactions. Drawdowns, conversions, commencement of Interest Periods of LIBO Advances, rollovers of Bankers' Acceptances, prepayments, repayments and all payments of any kind which the Borrower may voluntarily make pursuant to this Agreement may only occur on eight days in each calendar month and only on Business Days, as selected by the Borrower. All such transactions may only be made at the Agent's Branch of Account or as required by this Agreement at each Lender's Branch of Account.

3.15 Stand-by Fee. On the last Business Day of March, June, September and December in each year and on the Maturity Date for the period commencing on the date of the last payment and ending on the Maturity Date, the Borrower shall pay to the Agent at the Agent's Branch of Account, for the account of each Lender in its Lender's Proportion, a Stand-by Fee in Canadian Dollars in an amount equal to: (a) 0.25% per annum calculated on the daily unused portion from time to time of the Available Commitment if the daily weighted average of the used portion of the Credit for such period exceeds one-third of the Available Commitment; or (b) 0.375% per annum calculated on the daily unused portion from time to time of the Available Commitment if the daily weighted average of the used portion of the Credit for such period is equal to or less than one-third of the Available Commitment. The Agent shall promptly distribute such payment to each Lender in its Lender's Proportion. The Stand-by Fee shall accrue from day to day, shall be payable in arrears for the actual number of days elapsed and shall be calculated on the basis of a calendar year.

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3.16 Agent's Fee. The Borrower shall on 7 June 1997 and on each anniversary date thereafter (or on the next Business Day if any such day is not a Business Day), pay to the Agent for its sole account an annual agency fee in the amount agreed upon between the Borrower and the Agent as set out in the Agency Agreement.

3.17 Calculation of Interest and Fees. Whenever any amount is payable under this Agreement either as interest or as a fee which requires the calculation of an amount using a percentage per annum, it is hereby acknowledged, for greater certainty, that such calculation shall be made as of the date payment is due, without application of the so-called "deemed reinvestment principle".

3.18 Evidence of Indebtedness. The Agent shall open and maintain on its books at its Branch of Account, accounts and records evidencing the Borrowings under the Credit made available to the Borrower by each of the Lenders under this Agreement and any amounts owing to the Agent under this Agreement. The Agent shall enter therein the amount of Advances under the Credit and any amounts owing to the Agent under this Agreement, and shall enter therein each payment of principal of and interest on the Borrowings under the Credit and the payment of any applicable fees and shall record the Bankers' Acceptances accepted and all other amounts paid by the Borrower and becoming due to the Lenders or the Agent under this Agreement. Such accounts and records maintained by the Agent on behalf of itself and each of the Lenders will constitute, in the absence of manifest error, prima facie evidence of the indebtedness of the Borrower pursuant to this Agreement, the date each Lender made each Borrowing under the Credit available to the Borrower and the amounts the Borrower has paid from time to time on account of the principal of and interest on Advances under the Credit and on account of fees and the Bankers' Acceptances accepted, paid and cancelled hereunder. The Agent shall, upon the reasonable request of a Lender or the Borrower, provide any information contained in its accounts to such Lender or the Borrower and the Agent, each Lender and the Borrower shall cooperate in providing all information reasonably required to keep all accounts accurate and up-to-date.

3.19 Manner of Payments. All payments to be made by the Borrower pursuant to this Agreement are to be made without set-off, compensation or counterclaim and without deduction of any kind and for same day value and are to be made (if practicable other than where this agreement specifically requires the payment to be made) in the currency in which the original obligation in respect of such payment was incurred.

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ARTICLE 4
ADVANCES AND BANKERS' ACCEPTANCES

4.1 Prime Rate Advances. The Borrower shall pay interest to the Agent, for the account of the Lender entitled thereto, in Canadian Dollars at the Agent's Branch of Account on any amounts outstanding from time to time hereunder as a Prime Rate Advance. Such interest shall accrue from day to day, shall be calculated monthly for the actual number of days elapsed, and shall be payable in arrears on each Interest Payment Date (with interest on overdue interest calculated at the same rate and payable in the same manner), both before and after demand, default, maturity and judgment at a variable rate of interest per annum equal to the sum of the Prime Lending Rate plus the Applicable Margin.

The rate of interest per annum with respect to any Prime Rate Advance is calculated on the basis of a calendar year.

4.2 Base Rate Advances. The Borrower shall pay interest to the Agent, for the account of the Lender entitled thereto, in U.S. Dollars (such designation of U.S. Dollars as a currency of payment being deemed to be of the essence herein) at the Agent's Branch of Account on any amount outstanding from time to time hereunder as a Base Rate Advance made to the Borrower. Such interest shall accrue from day to day, shall be calculated monthly for the actual number of days elapsed, and shall be payable in arrears on each Interest Payment Date (with interest on overdue interest calculated at the same rate and payable in the same manner), both before and after demand, default, maturity and judgment at a variable rate of interest per annum equal to the sum of the Base Rate plus the Applicable Margin.

The rate of interest per annum with respect to any Base Rate Advance is calculated on the basis of a year of 360 days, and in this Agreement, such rate expressed as an annual rate of interest for purposes of the Interest Act (Canada), shall be such rate multiplied by 365, or 366 where the period for which interest is being calculated includes 29 February, and divided by 360.

If it shall become unlawful for a Lender to obtain funds in order to fund or maintain any Base Rate Advance or otherwise to perform its obligations hereunder with respect to any Base Rate Advance, the right of the Borrower to require Base Rate Advances from such Lender shall be and remain suspended from the occurrence of the condition causing such unlawfulness until such Lender notifies the Agent (who shall promptly notify the Borrower and the other Lenders) that such condition no longer exists. Upon the occurrence of the condition causing such unlawfulness, the affected Lender shall promptly give written notice of same to the Agent and the Agent shall in turn promptly give written notice of same to the Borrower (with a copy for the other Lenders) and, within three Business Days after such written notice has been given to the Borrower, at the option of the Borrower, the Borrower shall convert such Base Rate Advances provided by such Lender into Prime Rate Advances, LIBO Advances or Bankers' Acceptances or any combination thereof in accordance with Section 3.9 and until the condition causing such unlawfulness no longer exists the Borrower shall only request Prime Rate Advances, LIBO Advances or Bankers' Acceptances or any combination thereof as permitted in accordance with Section 3.10 instead of Base Rate Advances from such Lender.

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4.3 LIBO Advances. The Borrower shall pay interest to the Agent, for the account of the Lender entitled thereto, in U.S. Dollars (such designation of U.S. Dollars as a currency of payment being deemed to be of the essence herein) at the Agent's Branch of Account on any amount outstanding from time to time hereunder as a LIBO Advance made to the Borrower. Such interest shall accrue from day to day and shall be calculated for the actual number of days elapsed, and shall be payable in arrears, on each Interest Payment Date at a rate of interest per annum equal to the sum of the LIBO Rate plus the Applicable Margin.

Overdue interest with respect to a LIBO Advance shall, until the expiry of the Interest Period applicable to such LIBO Advance, bear interest at the same rate as is applicable to the LIBO Advance in respect of which such interest is overdue and, upon expiry of the Interest Period applicable to such LIBO Advance, shall be deemed to be a separate LIBO Advance in the amount of such overdue interest and shall bear interest, payable in arrears on each Interest Payment Date calculated as above set forth with reference to successive Interest Periods of one month until paid. The rates of interest applicable to amounts outstanding as LIBO Advances hereunder shall apply both before and after demand, default, maturity and judgment.

Unless the principal amount of a LIBO Advance is otherwise paid in its entirety in accordance with the provisions hereof, such LIBO Advance (or unpaid portion thereof) shall be deemed to have been converted into a Base Rate Advance on the expiration of the Interest Period applicable thereto.

The rate of interest per annum with respect to any LIBO Advance is calculated on the basis of a year of 360 days, and in this Agreement, such rate expressed as an annual rate of interest for purposes of the Interest Act (Canada), shall be such rate multiplied by 365, or 366 where the period for which interest is being calculated includes 29 February, and divided by 360.

Subject to the provisions of this Section regarding the duration of Interest Periods for amounts of overdue interest, the Borrower may select, by irrevocable notice to the Agent, Interest Periods of one to twelve months, subject to availability, (or any Interest Period which may be acceptable to all Lenders) to apply to the LIBO Advances comprising any LIBO Borrowing.

The Borrower shall, from time to time in accordance with Section 3.10, select and give timely notice to the Agent (which shall promptly advise each Lender) of the Interest Period for each LIBO Advance comprising such Borrowing which shall commence upon the making of the LIBO Borrowing or at the expiry of any outstanding Interest Period applicable to the LIBO Advances comprising such Borrowing. If any Lender is not then able to obtain deposits in U.S. Dollars in the London interbank market for the applicable Interest Period in the applicable amount, the Lender shall so advise the Agent and the Agent shall so advise the Borrower, with a copy for each Lender, such Lender shall not be required to make the LIBO Advance requested and the Borrower may instead avail itself of any of the other availment options referred to in Section 3.6. If the Borrower fails to select an alternate availment option, the Borrower shall be deemed to have selected a Base Rate Advance. If the Borrower fails to select and give the Agent timely notice of an Interest Period for a LIBO Advance, the Borrower shall be deemed to have selected an Interest Period of one month. The Interest Period for any LIBO Advance under the Credit shall not extend beyond the Maturity Date or the date of any reduction of the Available Commitment as provided in Section 3.5 so as to prevent any repayment of a required amount on its due date.

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If it shall become unlawful for any Lender to obtain funds in the London interbank market in order to fund or maintain any LIBO Advance or otherwise to perform its obligations hereunder with respect to any LIBO Advance, the right of the Borrower to request LIBO Advances from such Lender shall be and remain suspended from the occurrence of the condition causing such unlawfulness until such Lender notifies the Agent (which shall promptly notify the Borrower and the other Lenders) that such condition no longer exists. Upon the occurrence of the condition causing such unlawfulness, the affected Lender shall promptly give written notice of same to the Agent and the Agent shall in turn promptly give written notice of same to the Borrower (with a copy for the other Lenders) and, within three Business Days after such written notice has been given to the Borrower, at the option of the Borrower, the Borrower shall convert such LIBO Advances provided by such Lender into Prime Rate Advances, Base Rate Advances or Bankers' Acceptances or any combination thereof notwithstanding that such conversion does not occur on the last day of the Interest Period for such LIBO Advances but otherwise in accordance with Section 3.9. Until the condition causing such unlawfulness no longer exists, the Borrower shall only request Prime Rate Advances, Base Rate Advances or Bankers' Acceptances or any combination thereof instead of LIBO Advances from such Lender.

If the Borrower fails to select the duration of any Interest Period for a LIBO Advance or if for any reason whatsoever the Agent receives payment of the principal of any LIBO Advance other than on the last day of the Interest Period for such LIBO Advance or if for any reason whatsoever the Borrower converts LIBO Advances into Prime Rate Advances, Base Rate Advances or Bankers' Acceptances other than on the last day of the Interest Period for such LIBO Advances, the Borrower shall pay to the Agent on demand any amounts required to compensate the Lenders or the Agent for any losses or costs which any of them may incur as a result of such failure or payment.

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4.4 Provisions Respecting Bankers' Acceptances.

4.4.1 Presentation and Form of Bankers' Acceptances. To facilitate the acceptance of Bankers' Acceptances hereunder, the Borrower shall from time to time as required by the Agent provide to the Agent (which shall then distribute to each Lender) an appropriate number of executed drafts drawn in blank by the Borrower upon such Lender, in the form prescribed by such Lender. The Borrower may, at its option, execute any draft so presented by the facsimile signatures of any two designated signing officers of the Borrower, and the Borrower and the Agent and each of the Lenders are hereby authorized to accept or pay, as the case may be, any draft of the Borrower which purports to bear such facsimile signatures notwithstanding that any such individual has ceased to be a designated signing officer of the Borrower. Any such draft or Bankers' Acceptance shall be as valid as if he or she were a designated signing officer of the Borrower at the date of issue of such Bankers' Acceptance. Any such draft or Bankers' Acceptance may be dealt with by the Agent or any Lender to all intents and purposes and shall bind the Borrower as if duly signed in the signing officer's own handwriting and issued by the Borrower, and the Borrower shall hold the Agent and each Lender harmless and indemnified against all loss, costs, damages and expenses arising out of the payment or negotiation of any such draft or Bankers' Acceptance on which a facsimile signature has been wrongly affixed. No Lender shall be liable for its failure to accept a Bankers' Acceptance as required hereunder if the cause of such failure is, in whole or in part, due to the failure of the Borrower to provide executed drafts to the Agent on a timely basis.

4.4.2 Maturity of Bankers' Acceptances. Each Bankers' Acceptance shall mature on a Business Day which shall neither be less than 30 days nor more than 180 days after the date of acceptance of the draft by a Lender. No Bankers' Acceptance issued under the Credit may mature on a date later than the Maturity Date or so as to prevent any repayment of a required amount on the due date as provided in Section 3.5. The principal amount at maturity of a Bankers' Acceptance which matures and is satisfied by the Borrower on its date of maturity may be renewed as a Bankers' Acceptance or converted into an Advance on its date of maturity without any reduction of the amount of the Credit. A Bankers' Acceptance may not be prepaid. Each Bankers' Acceptance which forms part of one Borrowing shall mature on the same Business Day.

4.4.3 Lender's Proportions. The Agent, promptly following receipt of a Drawdown Notice requesting Bankers' Acceptances, shall (i) advise each Lender of the aggregate face amount of the Bankers' Acceptances to be accepted by it, and (ii) on the Drawdown Date advise each Lender of the applicable term and maturity date of the Bankers' Acceptances to be accepted by it, which term and maturity date shall be identical for all such Lenders. The aggregate face amount of Bankers' Acceptances to be accepted by a Lender shall be in accordance with its Lender's Proportion except that, if the face amount of a Bankers' Acceptance would not be Cdn.$100,000 or a whole multiple thereof, such face amount shall be increased or reduced by the Agent in its sole discretion to the nearest whole multiple of Cdn.$100,000.

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4.4.4 Schedule 2 BA Settlement Procedures. Notwithstanding any other provision hereof, for the purpose of determining the amount to be transferred between a Schedule 2 BA Lender and the Agent for the account of the Borrower pursuant to Section 3.11 in respect of the sale of any Schedule 2 Bankers' Acceptance accepted by such Lender, the proceeds of sale thereof shall be deemed to be an amount equal to the BA Discount Proceeds calculated with respect thereto. Accordingly, in respect of any particular Schedule 2 Bankers' Acceptance accepted by it, a Schedule 2 BA Lender, in addition to its entitlement to retain the applicable Bankers' Acceptance Fee payable pursuant to Section 4.5:

(a)

shall be entitled to retain for its own account the amount, if any, by which the actual proceeds of sale thereof exceeds the BA Discount Proceeds calculated with respect thereto, and



(b)

shall be required to pay out of its own funds the amount, if any, by which the actual proceeds of sale are less than the BA Discount Proceeds calculated with respect thereto.

4.4.5 Sale of Bankers' Acceptances. It shall be the responsibility of the Borrower to arrange in accordance with normal market practice for the sale on each Drawdown Date of the Bankers' Acceptances accepted by the Lenders on such Drawdown Date, and accordingly the Borrower shall advise the Agent (which shall promptly give the relevant particulars to each Lender) as soon as possible and in any event no later than 10:00 a.m. (Toronto time) on such Drawdown Date of the price payable for each such Bankers' Acceptance by the purchaser thereof and the Person who will be paying such price to and taking delivery of such Bankers' Acceptances from each Lender. Each Lender is hereby authorized to release each Bankers' Acceptance accepted by it to such Person on receipt of an amount equal to such price.

4.4.6 Payment of Bankers' Acceptances. On the date of maturity of each Bankers' Acceptance, the Borrower shall pay to the Agent for the account of each Lender the full face amount of each Bankers' Acceptance accepted by such Lender. The Agent, for the account of such Lender, shall be entitled to recover interest from the Borrower on demand at a rate of interest per annum equal to the rate of interest which would be payable to such Lender on a Prime Rate Advance as provided for in Section 4.1, compounded monthly, upon any monies paid by the Lender to the holder of any Bankers' Acceptance, payment of which has not been provided for by the Borrower in accordance with this Section from the date of maturity of such Bankers' Acceptance up to but excluding the date of payment of such amount and all interest thereon, both before and after demand, default, maturity and judgment. Such interest shall accrue from day to day for the actual number of days elapsed and the rate of interest per annum shall be calculated on the basis of a calendar year.

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4.4.7 Deemed Prime Rate Advance. Any amount which a Lender pays to any third party on or after the date of maturity of a Bankers' Acceptance in satisfaction thereof shall be deemed to be a Prime Rate Advance made to the Borrower, shall be payable on demand and such Lender shall be entitled to all of the covenants and conditions and representations and warranties in favour of each Lender and the Agent contained in this Agreement. Each Lender shall make such payments to the other Lenders and shall cooperate with the other Lenders and the Agent to ensure that the liability of each Lender for any amount which a Lender pays to a third party on or after the date of maturity of a Bankers' Acceptance in satisfaction thereof and any out-of-pocket costs and expenses arising from such payment are borne by each Lender in its Lender's Proportion.

4.4.8 Prohibited Use of Bankers' Acceptances. The Borrower shall not enter into any agreement or arrangement of any kind with any Person to whom Bankers' Acceptances have been delivered whereby the Borrower undertakes to replace such Bankers' Acceptances on a continuing basis with other Bankers' Acceptances nor will the Borrower directly or indirectly take, use or provide Bankers' Acceptances as security for loans or advances from any other person.

4.4.9 Waiver. The Borrower shall not claim from a Lender any days of grace for the payment at maturity of any Bankers' Acceptances presented to and accepted by that Lender pursuant to this Agreement. The Borrower waives any defence to payment which might otherwise exist if for any reason a Bankers' Acceptance shall be held by a Lender in its own right at the maturity thereof, and the doctrine of merger shall not apply to any Bankers' Acceptance that is at any time held by a Lender in its own right.

4.4.10 Degree of Care. Any executed drafts to be used as Bankers' Acceptances which are delivered by the Borrower to a Lender need only be held in safekeeping with the same degree of care as if they were the Lender's property.

4.4.11 Indemnity. The Borrower agrees to indemnify and hold each Lender harmless from any loss or expense with respect to any Bankers' Acceptance dealt with by such Lender in accordance with this Agreement arising from any act by or failure to act on the part of the Borrower.

4.4.12 Obligations Absolute. The obligations of the Borrower with respect to Bankers' Acceptances under this Agreement shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including, without limitation, the following circumstances:

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(a)

any lack of validity or enforceability of any draft accepted by a Lender as a Bankers' Acceptance; or



(b)

the existence of any claim, set-off, defence or other right which the Borrower may have at any time against the Holder of a Bankers' Acceptance, the Agent or a Lender or any other Person, whether in connection with this Agreement or otherwise.

4.5 Payment of Bankers' Acceptance Fee. The Borrower shall pay to each Lender in respect of each Bankers' Acceptance, the Bankers' Acceptance Fee applicable to such Bankers' Acceptance, which shall be deducted from the proceeds received by the Lender from the sale of the Bankers' Acceptance before the proceeds are transferred to the Agent in accordance with Section 3.11.

ARTICLE 5
ADDITIONAL DEBT

5.1 Inter-Company Subordinated Debt. Any Obligor may, from time to time, incur Inter-Company Subordinated Debt. No Lien may be granted by an Obligor in connection with any Inter-Company Subordinated Debt. Inter-Company Subordinated Debt will not be counted as Debt for the purpose of covenant calculations in this Agreement, except Sections 7.1.13 and 7.1.18 and all Applicable Margin calculations. Principal and/or interest may be paid by an Obligor at any time so long as at the date of payment no Default or Event of Default has occurred and is continuing or would occur as a result of payment.

5.2 Inter-Company Deeply Subordinated Debt. Any Obligor may, from time to time, incur Inter-Company Deeply Subordinated Debt. Interest and/or principal on Inter-Company Deeply Subordinated Debt may only be paid if it is permitted under Section 7.1.18, including without limitation if it is paid with Excluded Securities, or if new Inter-Company Deeply Subordinated Debt is created to fund the payment. The compound portion of interest on any Inter-Company Deeply Subordinated Debt may be paid at any time so long as no Default or Event of Default has occurred and is continuing or would occur as a result of such payment. No Lien may be granted by an Obligor in connection with any Inter-Company Deeply Subordinated Debt.

5.3 Senior Debt. Any Obligor may, from time to time, so long as no Default or Event of Default has occurred or would thereby result, incur Debt secured by an Additional Bond issued under the Trust Indenture or as otherwise agreed to by the Lenders in addition to that incurred hereunder ("Additional Senior Debt"), so long as such Debt does not have a shorter average term to maturity or security provisions more favourable to the lender thereunder than the Debt incurred pursuant to this Agreement. For greater certainty, Purchase Money Obligations and Supplier Obligations are not restricted by this Section.

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5.4 Subordinated Debt. Any Obligor May, from time to time, incur Subordinated Debt and, if any Lien is granted with respect thereto, such Lien shall be subordinated and postponed in all respects to the Security. Subordinated Debt may only be incurred if Debt may then be incurred under this Agreement and, without limiting the generality of the foregoing, if the Borrower is in compliance with Section 7.1.17 before and after incurring the Subordinated Debt. The ability of an Obligor to incur any Subordinated Debt or to grant any such Lien will be subject to the condition precedent that such Obligor and the lender of the Subordinated Debt enter into a subordination and postponement agreement with the Trustee in form and content satisfactory to the Agent and the Majority Lenders.

ARTICLE 6
PREDISBURSEMENT CONDITIONS

6.1 Conditions Precedent to the Initial Utilization of the Credit. The obligation of each Lender to make its initial Advance available through the Agent or to accept severally the initial draft or bill of exchange as a Bankers' Acceptance hereunder as part of the initial Borrowing is subject to the conditions precedent that the Agent shall have received all of the following, each in full force and effect and in form and substance satisfactory to the Agent and the Lenders and in sufficient copies for each Lender:

(a)

duly executed copies of this Agreement and the agreements, documents and instruments contemplated herein including, without limitation of the foregoing, the Fee Agreement, the Agency Agreement and the Security;



(b)

satisfaction of the conditions set forth in the Fee Agreement and the Agency Agreement;



(c)

certified copies of the constating documents and by-laws of each of the Obligors or certificates confirming no change;



(d)

certified copies of the corporate proceedings taken by each Obligor authorizing the execution, delivery and performance of its obligations under this Agreement and all agreements, documents and instruments contemplated herein;



(e)

the opinion of Tory Tory DesLauriers & Binnington, counsel to the Obligors, addressed to the Agent, each Lender and Borden & Elliot;



(f)

the opinion of Borden & Elliot, counsel to the Agent and the Lenders, addressed to the Agent and each Lender; and

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(g)

certificate of each Obligor with respect to insurance compliance, places of business, location of Property, etc. or certificates confirming no change.

The Security to be delivered upon the restatement of the Original Trust Indenture, as contemplated in the definition of the term Security, shall be delivered immediately following the initial utilization of the Credit.

6.2 Conditions Precedent to all Utilizations of the Credit. The obligation of each Lender to make any Advance available through the Agent or to accept severally any draft as a Bankers' Acceptance hereunder as part of a Borrowing is subject to the conditions precedent that:

(a)

no Default or Event of Default has occurred and is continuing on the Drawdown Date;



(b)

the terms and conditions of this Agreement upon which the Borrower may obtain an Advance or a Bankers' Acceptance as part of a Borrowing have been fulfilled; and



(c)

the Agent has received a Drawdown Notice for the Borrowing in accordance with Section 3.10.

6.3 Waiver. The terms and conditions set forth in Article 6 are inserted for the sole benefit of the Agent and the Lenders and may be waived by the Agent and the Lenders in whole or in part (and with or without terms or conditions) at any time in respect of any utilization of the Credit without prejudicing the right of the Agent or the Lenders to assert these terms and conditions in whole or in part in respect of any other utilization of the Credit.

6.4 Security. As security for the Obligations, the Borrower shall grant and maintain (or cause to be maintained) the Security. The Borrower acknowledges that this Agreement, the Security and all instruments or documents created pursuant thereto have been prepared based upon the laws of Canada and Ontario applicable thereto in effect at the date of execution and delivery and that such laws may change. The Borrower agrees that the Lenders shall have the right to require that the forms of Security be amended to reflect any changes in such laws, whether arising as a result of statutory amendments, court decisions or otherwise, in order to confer upon the Trustee the interests or security interests intended to be created thereby, except that in no event shall the Lenders require that any such amendment be effected if the result thereof would be to grant to the Trustee greater rights than are otherwise contemplated herein or therein. The Borrower agrees that should there be a change of law, whether arising as a result of statutory amendment, court decision or otherwise which could affect the binding nature, validity or enforceability of the Security, the Lenders shall be under no obligation to continue to make Advances available to the Borrower or to accept any draft as a Bankers' Acceptance hereunder but may continue to do so at their discretion. Upon extinguishment of the Credit and the payment in full of all Obligations, the Agent on behalf of itself and each of the Lenders agrees to return the Bond to the Trustee for cancellation.

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ARTICLE 7
COVENANTS

7.1 Covenants of the Borrower. The Borrower covenants and agrees with the Agent and with each Lender that during the term of this Agreement it shall comply with the following covenants and shall cause each other Obligor to comply with each of the following covenants that are expressed to apply to the Obligors.

7.1.1 Payments, etc. The Obligors will duly and punctually pay all sums of money due and payable by them under the terms of this Agreement and the Security at the times and places and in the manner provided herein or in the Security.

7.1.2 Operation of Business. The Obligors will carry on the Business in accordance with sound business practice and in compliance with Applicable Laws and regulations and from time to time they will promptly provide the Agent or each Lender through the Agent all reasonable information requested by the Agent concerning the Security and the business, Property and financial condition of any Obligor.

7.1.3 Inspection of Records, etc. The Obligors will at any reasonable time and from time to time, permit representatives of the Agent and the Lenders, who:

(a)

need not be employees of the Agent or the Lenders; and



(b)

have executed and delivered an agreement in favour of the Obligors and the Agent to use any information obtained as a result of any inspection, examination or audit hereinafter referred to only for the purposes of this Agreement and in the manner provided for in Section 15.1; and



(c)

have established to the reasonable satisfaction of the Obligors and the Agent that there is no inherent conflict of interest between the business and clientele of any such representative and the Business and clientele of an Obligor (it being agreed that the relationship between any Lender and any Obligor shall not be considered such a conflict for the purposes hereof);

to inspect any Property of an Obligor which is subject to the Lien of the Security and to examine, copy and audit the books, accounts and records of the Obligors relating to the Borrowings, the use of funds derived from the Borrowings by an Obligor, the accounts referred to in Section 3.11 or any Property of an Obligor which is subject to the Lien of the Security including without limitation the computer databank and computer software system of an Obligor provided however, that such inspection, examination or audit does not unreasonably interfere with the operations of an Obligor or does not breach the provision of any agreement relating to confidentiality with respect to the computer databank and computer software system of an Obligor and provided further that until the Agent or the Lenders or the Trustee appoint a receiver (whether interim or not), manager, receiver-manager, liquidator, trustee or similar officer under, or take steps to enforce all or any part of the Security, such representatives may not copy any portion of the books, accounts and records of an Obligor which would disclose any information which would identify any particular customer of an Obligor or the usage made by a particular customer or group of customers of the services offered by an Obligor.

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7.1.4 Insurance. The Obligors will comply with section 5.4 and any other provisions of the Trust Indenture concerning insurance, and in addition shall ensure that, with respect to any proceeds of insurance, such proceeds are dealt with in accordance with any Bondholder's Resolution (as defined in the Trust Indenture) relating thereto.

7.1.5 Licenses, etc. The Obligors will obtain and maintain as and when required all consents, licences and permits which may be necessary for them to operate the Business.

7.1.6 Financial Statements. Within 120 days after the end of each fiscal year, each Obligor will cause to be prepared and delivered to the Agent with a copy for each Lender, in the case of the Borrower on a Consolidated basis, and in the case of each Restricted Subsidiary on an unconsolidated basis, financial statements of each Obligor, consisting of (i) a balance sheet, (ii) a statement of income and retained earnings and (iii) a statement of changes in the financial position, all prepared in accordance with GAAP, together with a report of its independent auditors, a firm of nationally recognized chartered accountants.

7.1.7 Annual Budget. Within 120 days after the end of each fiscal year, the Borrower, on a Consolidated basis, will prepare and deliver to the Agent with a copy for each Lender a Budget, a Forecast for the next following three fiscal years and a certificate concerning Capital Expenditures substantially in the form of Schedule G to this Agreement.

7.1.8 Quarterly Reporting Documents. Within 60 days after the end of each fiscal quarter, the Borrower, on a Consolidated basis, will prepare and deliver to the Agent with a copy for each Lender the Quarterly Reporting Documents.

7.1.9 Material Changes from Budget, etc. The Obligors shall promptly advise the Agent of any material changes in the status of matters contained or reflected in the Forecast or the Budget and shall promptly furnish the Agent with a copy for each Lender with detailed information as to any material changes proposed to the Forecast or the Budget so that they shall remain current at all times.

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7.1.10 Security Review. The Obligors will from time to time at the request of the Agent, make available to the Agent and its solicitors and its authorized representatives all documents and information as may be reasonably required, to enable them to make a comprehensive review of the Security held in respect of the indebtedness and liability of any Obligor to the Agent and the Lenders, will give all assistance as may be reasonably required in making such review and will promptly take any action reasonably requested by the Agent to maintain, or to remedy any invalidity in, any Security held or intended to be held by the Trustee for and on behalf of the Agent and the Lenders pursuant to this Agreement, provided, however, that such review does not unreasonably interfere with the operations of an Obligor.

7.1.11 Purchase Money and Supplier Obligations. The Borrower, on a Consolidated basis, will not permit to be outstanding at any time:

(a)

Supplier Obligations, whether directly or indirectly incurred, in excess of Cdn. $100,000,000; and



(b)

Purchase Money Obligations other than:



(i)

those relating solely to the acquisition of the Borrower's premises at 1 Mount Pleasant Road, Toronto, not exceeding an aggregate principal amount of $25,125,000; and



(ii)

those relating solely to a proposed mortgage on the Borrower's premises at 321 Bloor Street East, Toronto, not exceeding an aggregate principal amount of $25,000,000; and



(iii)

those under which (A) the aggregate principal amount incurred in any fiscal year of the Borrower does not exceed $25,000,000, and (B) the aggregate principal amount outstanding at any time does not exceed 10% of the Borrower's tangible Property on a Consolidated basis (being the gross book value of all of the Borrower's Property less the aggregate of (w) the net book value of all its licenses, patents, patent applications, copyrights, trademarks, trade names, goodwill, non-compete agreements, organizational expenses and other like intangibles, (x) unamortized debt discount and expenses, (y) all reserves for depreciation, obsolescence, depletion and amortization of its Property, and (z) all other proper reserves which in accordance with GAAP should be provided in connection with the business conducted by the Borrower).

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For greater certainty, the Purchase Money Obligations permitted by items (i) and (ii) above are in addition to Purchase Money Obligations permitted under item (iii) above.

7.1.12 Changes to Licenses, etc. No Obligor will, without the prior written consent of the Majority Lenders, transfer, sell or otherwise dispose of or agree to a material adverse alteration in any manner of any licence, permit or consent held by it from any regulatory authority permitting it to operate the Business.

7.1.13 Investments. No Obligor will make any Investment if either before or as a result of such Investment the ratio of Debt (including Inter-Company Subordinated Debt) to Annualized Operating Cash Flow of the Borrower, on a Consolidated basis, exceeds (or would exceed) 4.0 to 1, except for the following Investments made when no Default or Event of Default has occurred or would occur as a result:

(a)

Investments in businesses which carry on Wireless Communications Services and, subject to the limit specified in Section 7.1.33, Wireline Communications Services, provided that any acquired entity that is a Subsidiary shall, unless prohibited by Applicable Law, become a Restricted Subsidiary;



(b)

loans up to an aggregate of Cdn. $20,000,000 at any time to employees pursuant to benefits available to the employees of an Obligor from time to time;



(c)

Investments by an Obligor in another Obligor;



(d)

Investments made which constitute Back to Back Share transactions as contemplated by the definition of Back to Back Shares;



(e)

(i)    Investments in marketable, direct obligations of Canada or the United States of America, or of any political agency or subdivision thereof maturing within 365 days of the date of purchase,



(ii)

Investments in commercial paper issued by corporations, each of which shall have a consolidated net worth of at least $100,000,000 in lawful currency of Canada or the Equivalent Amount in U.S. Dollars and each of which conducts substantially all of its business in Canada, or the United States of America, maturing within 180 days from the date of the original issue thereof, and rated "R-1 low" or better by the Dominion Bond Rating Service, "P-2" or better by Moody's Investors Service, or "A-2" or better by Standard & Poors or an equivalent rating by any other recognized rating agency, or

45

(iii)

Investments in certificates of deposit issued or acceptances accepted by or guaranteed by a bank to which the Bank Act (Canada) applies or any other financial institution which is rated "AA" by Moody's Investor Services or by any company licensed to carry on the business of a trust company in one or more provinces of Canada having capital, surplus and undivided profits totalling more than $100,000,000 in lawful currency of Canada or the Equivalent Amount in U.S. Dollars, maturing within 365 days of the date of purchase;

(f)

Investments for which the payment is made using Excluded Assets or Excluded Securities;



(g)

Investments made in consideration of the transfer of Property to a joint venture, partnership or similar arrangement contemplated in Sections 7.1.23(a) or 7.1.23(g); and



(h)

Investments in the form of purchase and/or repayment of indebtedness for borrowed money of an Obligor from an arm's length (as that term is interpreted for the purposes of the Income Tax Act (Canada)) Person.

7.1.14 Annualized Operating Cash Flow to Pro Forma Debt Service Ratio. The Borrower, on a Consolidated basis, will not permit the ratio of Annualized Operating Cash Flow for any fiscal quarter to Pro Forma Debt Service for the twelve months next following such fiscal quarter and calculated at the end of such fiscal quarter, to be less than 1.1 to 1 at the end of any fiscal quarter.

7.1.15 Senior Debt to Annualized Operating Cash Flow Ratio. The Borrower, on a Consolidated basis, will not permit the Senior Debt to Annualized Operating Cash Flow Ratio for such fiscal quarter, calculated at the end of such fiscal quarter, to be greater than:

(a)

5.5 to 1 at the end of each fiscal quarter up to and including the fiscal quarter ending 31 December 1997;



(b)

5.0 to 1 at the end of each fiscal quarter beginning with the fiscal quarter ending 31 March 1998 up to and including the fiscal quarter ending 31 December 1998;



(c)

4.75 to 1 at the end of each fiscal quarter beginning with the fiscal quarter ending 31 March 1999 up to and including the fiscal quarter ending 31 December 2002;

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(d)

4.25 to 1 at the end of each fiscal quarter beginning with the fiscal quarter ending 31 March 2003 up to and including the fiscal quarter ending 31 December 2003; and

(e)

4.0 to 1 at the end of each fiscal quarter thereafter.

7.1.16 Operating Cash Flow to Consolidated Interest Expense Ratio. The Borrower, on a Consolidated basis, will not permit the ratio of Operating Cash Flow for any fiscal quarter to the Borrower's Consolidated Interest Expense for such fiscal quarter, calculated at the end of each fiscal quarter, to be less than 1.75 to 1 at the end of any fiscal quarter.

For the purposes only of this Section 7.1.16, "Consolidated Interest Expense" shall include all interest expense paid or accrued for Debt during such fiscal quarter plus any interest expense, to the extent that it is paid in cash, which represents interest on Inter-Company Subordinated Debt during such fiscal quarter plus interest expense to the extent paid in cash arising on the compound portion of the interest expense on Inter-Company Deeply Subordinated Debt during such fiscal quarter. For greater certainty, "Consolidated Interest Expense" shall exclude all interest expense relating to transactions contemplated in the definition of Back to Back Shares.

7.1.17 Debt to Annualized Operating Cash Flow Ratio. The Borrower, on a Consolidated basis, will not permit the ratio of Debt at any fiscal quarter to Annualized Operating Cash Flow for such fiscal quarter, calculated at the end of such fiscal quarter, to be greater than:

(a)

6.5 to 1 at the end of each fiscal quarter up to and including the fiscal quarter ending 31 December 1997;



(b)

6.0 to 1 at the end of each fiscal quarter beginning with the fiscal quarter ending 31 March 1998 up to and including the fiscal quarter ending 31 December 1998;



(c)

5.75 to 1 at the end of each fiscal quarter beginning with the fiscal quarter ending 31 March 1999 up to and including the fiscal quarter ending 31 December 2002;



(d)

5.25 to 1 at the end of each fiscal quarter beginning with the fiscal quarter ending 31 March 2003 up to and including the fiscal quarter ending 31 December 2003; and



(e)

5.0 to 1 at the end of each fiscal quarter thereafter.

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7.1.18 Dividends and Distributions. No Obligor shall pay dividends (other than dividends payable in its capital stock) or make other distributions to shareholders or Affiliates of shareholders or make any payments in respect of any Inter-Company Deeply Subordinated Debt (other than the compound portion of interest on Inter-Company Deeply Subordinated Debt) if either before or as a result of such payment the ratio of Debt (including Inter-Company Subordinated Debt) to Annualized Operating Cash Flow of the Borrower, on a Consolidated basis, exceeds (or would exceed) 4.0 to 1, except for the following:

(a)

so long as no Default or Event of Default is occurring or would thereby result:



(i)

the cash payment of management fees up to a maximum of 2% of the total gross revenues of the Borrower, on a Consolidated basis, commencing 1 January 1997;



(ii)

payments of principal and interest on Inter-Company Subordinated Debt;



(iii)

payments of the compound portion of interest on any Inter-Company Deeply Subordinated Debt;



(iv)

payments of any kind from an Obligor to any other Obligor;



(v)

payments of any kind from an Obligor to Rogers for the purchase of Investments permitted by Section 7.1.13 on commercially reasonable terms; and



(vi)

a payment in connection with any transaction contemplated in the definition of Back to Back Shares, so long as simultaneously with or immediately after the payment substantially the same amount is received by an Obligor in connection with the same Back to Back Share transaction;



(b)

the payment of consulting fees paid in the ordinary course of business on commercially reasonable terms;



(c)

payments made in the ordinary course of business and on commercially reasonable terms in regard to fixed assets and/or operating expenses and operating and Capital Leases pursuant to sharing and/or service agreements with Affiliates;



(d)

any distributions made with the proceeds of Excluded Assets or Excluded Securities; and

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(e)

royalty payments or other distributions by the Borrower to AT&T Canada Inc. or its Affiliates (collectively, "AT&T") pursuant to existing brand license and technology and marketing agreements between the Borrower and AT&T (which, among other things, permit the use of the brand "AT&T" by the Borrower) in the event that AT&T becomes a shareholder of the Borrower or.of an Affiliate of a shareholder of the Borrower, and any other payment made in the normal course of business on commercially reasonable terms by the Borrower to AT&T in such event.

7.1.19 Transactions with Affiliates re Fixed Property. No Obligor shall share fixed Property with Affiliates or other Persons except on commercially reasonable terms and with full disclosure of any material Property sharing arrangements to the Agent on behalf of the Lenders. The Borrower agrees, with respect to each agreement relating to material Property sharing arrangements, to cause such agreement to be assignable to the Trustee for and on behalf of the Bondholders, if such agreement is between the Borrower and one or more Affiliates, and if such agreement is between the Borrower and another Person or Persons, to use commercially reasonable efforts not involving payment to such Person or Persons to cause such agreement to be assignable to the Trustee for and on behalf of the Bondholders.

7.1.20 Encumbrances. Except for Permitted Encumbrances, no Obligor will create, affirm, incur or suffer to exist any Lien against any of its Property which is, or is intended to be, subject to the Lien of any of the Security.

7.1.21 Statutory Payments and Withholdings. Each Obligor agrees to make all payments, keep current all accounts which such Obligor is obliged to pay and comply with the provisions of the Employment Standards Act (Ontario) and the Pension Benefits Act (Ontario) as amended from time to time, such that no statutory deemed trust arises in an amount greater than Cdn.$500,000 in priority to any Lien created by the Security.

7.1.22 Business. No Obligor shall directly or indirectly change the basic nature of the Business.

7.1.23 Dispositions of Assets. No Obligor shall directly or indirectly permit to become the property of any other Person any portion of its Property other than as a result of:

(a)

dispositions of Property aggregating up to 15% of the book value of the Borrower's Consolidated Property, which shall be measured by comparing (i) the book value of Property proposed to be disposed of (based on the Borrower's Consolidated financial statements for the most-recently completed fiscal quarter) plus the book value of Property previously disposed of under this paragraph (a) to (ii) the total book value of the Borrower's Consolidated Property at the end of its most-recently completed fiscal quarter; or

49

(b)

distributions permitted by Section 7.1.18; or



(c)

corporate transactions permitted by Section 7.1.24; or



(d)

sales in the ordinary course of business; or



(e)

sales between Obligors; or



(f)

the sale by the Borrower of all or a portion of the Property comprising the cellular network in provinces east of Quebec, provided that the Borrower retains control of tie entity acquiring such Property; or



(g)

sales by the Borrower to a joint venture, partnership or similar arrangement engaged primarily in the Telecommunications Business entered into between an Obligor and another Person that is not an Affiliate of an Obligor, of Property having an aggregate net value of up to $25,000,000, which shall be measured based on the book value of Property sold at the end of the Borrower's most-recently completed fiscal quarter; or



(h)

dispositions of present and future accounts receivable having an aggregate book value of up to $150,000,000 at any time for the purposes of a securitization program established by the Borrower.

For greater certainty, the dispositions permitted by items (b) to (h) above are in addition to dispositions permitted under item (a) above.

7.1.24 Amalgamation, etc. No Obligor will liquidate or dissolve or directly or indirectly amalgamate, merge, reorganize or otherwise combine with any other Person other than amongst themselves or with Rogers Cantel Mobile Communications Inc., provided however, any such resulting Person will grant to the Trustee such security or other documentation and take such other actions as are required under the Trust Indenture.

7.1.25 Currency Hedging. At all times and until repayment of all Additional Senior Debt, the Obligors will utilize currency hedging techniques to hedge for a term at least equal to the lesser of, (a) five years; and (b) the remaining term of the Credit to the Maturity Date, on a weighted average basis, currency risk on a minimum of 50% of all Additional Senior Debt denominated in a currency other than Canadian Dollars in excess of the Equivalent Amount in Canadian Dollars of U.S. $25,000,000.

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7.1.26 Ranking of Security. Except for Permitted Encumbrances, no Obligor will do anything to adversely affect the ranking or validity or enforceability of the Security.

7.1.27 Material Change. Each Obligor will forthwith advise the Agent in writing, with a copy for each Lender, of any material change in its business or financial condition.

7.1.28 Capital Expenditures. If the Senior Debt to Annualized Operating Cash Flow Ratio is less than 4.5 to 1, Capital Expenditures by the Borrower are not restricted by this Section 7.1.28. If the Senior Debt to Annualized Operating Cash Flow Ratio is equal to or greater than 4.5 to 1, the Borrower, on a Consolidated basis, shall not make Capital Expenditures in excess of 110% of those set out in that year's Budget. Any budgeted Capital Expenditures not spent in any of the previous fiscal years of the Borrower may be carried forward and added to the amount of Capital Expenditures otherwise permitted in any subsequent year, and it is agreed that the carried forward amount is $185,761,000 as of 31 December 1996. Any carried forward amount shall not be included as a budgeted Capital Expenditure in any subsequent year for the purpose of the threshold calculation set out above.

7.1.29 Fiscal Year End. Each Obligor shall maintain a fiscal year end of 31 December.

7.1.30 Permits, etc. Each Obligor shall obtain and maintain as and when required all permits, easements, rights of way and other similar rights necessary for it to operate the Business.

7.1.31 Modifications, etc. The Borrower shall not, without the prior written consent of the Majority Lenders, consent to or enter into any amendment, supplement or other modification of: (i) any subordination provision (including, without limitation, any provision of Article Twelve of, and the definitions of Debt, Senior Indebtedness, Designated Senior Indebtedness, Payment Default and Non-Payment Event of Default as they relate to any provision of Article Twelve contained in the Subdebt Trust Indenture) contained in any agreement or instrument evidencing or governing Subordinated Debt; (ii) any sinking fund provision or terms of required or permissible repayment or redemption or acquisition of Subordinated Debt contained in any agreement or instrument evidencing or governing any Subordinated Debt that has the effect of shortening the amortization thereof; (iii) any provision or any related definition which relates to the principal amount of the Subordinated Debt, the stated final maturity of the Subordinated Debt or defeasance in connection with the Subordinated Debt, (iv) any provision or any related definition which relates to any financial covenant contained in any agreement or instrument evidencing or governing Subordinated Debt if the effect of such amendment, supplement or other modification is to cause any such provision to be more onerous or burdensome to the Borrower; (v) any agreement or instrument evidencing or governing or any additional agreement or instrument relating to Subordinated Debt which provides for additional financial covenants binding upon the Borrower if such additional financial covenants are more onerous or burdensome to the Borrower; (vi) any provision or any related definition which relates to any event of default contained in any agreement or instrument evidencing or governing Subordinated Debt if the effect of such amendment, supplement or other modification is to reduce any cure or notice period provided in connection therewith or to cause such provisions to be made more onerous or burdensome to the Borrower; or (vii) any agreement or instrument evidencing or governing or any additional agreement or instrument relating to Subordinated Debt which provides for additional events of default binding upon the Borrower if such additional events of default are more onerous or burdensome to the Borrower.

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7.1.32 Defeasance. The Borrower shall not make any payment in connection with defeasance of or enter into any other arrangement which has the economic effect of providing for payment in connection with defeasance of the Subordinated Debt without the prior written consent of the Majority Lenders.

7.1.33 Limitation of Investment in Wireline Communications Services. The Borrower, on a Consolidated Basis, shall not make Capital Expenditures or Investments or incur start-up costs that are capitalized in accordance with GAAP in respect of Wireline Communications Services in excess of an aggregate of $200,000,000 during the term of this Agreement.

7.2 Financial Covenant Acknowledgement. The Borrower acknowledges that the covenants in Sections 7.1.13 to 7.1.18 inclusive, 7.1.23, 7.1.25 and 7.1.28 and, to the extent calculated with reference to the Senior Debt to Annualized Operating Cash Flow Ratio, the definition of Applicable Margin, have been established and agreed upon on the basis of the accounting policies, practices and calculation methods or components thereof adopted by the Borrower, on a Consolidated basis, and reflected in the Quarterly Reporting Documents for the fiscal year ending 31 December 1996. If any Obligor changes any such accounting policies, practices or calculation methods or components thereof, the Borrower shall provide the Agent, with copies for all Lenders, with all information that the Agent requires to compare Quarterly Reporting Documents provided to the Agent after any change with previous Quarterly Reporting Documents. If the Borrower would be in compliance with all such covenants (based on the most recently delivered Budget and Forecast) using both the changed accounting policies, practices and calculation methods and components thereof and the previous ones, any such change may be adopted by the Borrower for the purpose of determining the ratios and calculations set out above. Otherwise, any such change made without the prior approval of the Majority Lenders shall not be effective for the purpose only of determining the ratios and calculations set out above and such ratios and calculations shall be construed, given effect to and enforced to the fullest possible extent as if such change had not been adopted or permitted.

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ARTICLE 8
EVENTS OF DEFAULT AND REMEDIES

8.1 Events of Default. Each of the following events shall constitute an Event of Default under this Agreement:

(a)

the Borrower defaults in the payment of any principal of any Advance or any amount owing by the Borrower pursuant to a Bankers' Acceptance or defaults in the payment of interest on any Advance and such default has continued for three Business Days after payment of interest is due;



(b)

an Obligor defaults in the payment of any fee or other amount payable to the Agent or any Lender hereunder when due (other than an amount referred to in (a) above) where such default has continued for five days after the Obligor has received notice from the Agent requiring that such fee or other amount be paid;



(c)

if any representation or warranty made by an Obligor in this Agreement or in any certificate, financial statement or other document or instrument furnished to the Agent or the Lenders pursuant to this Agreement or to the Trustee pursuant to the Trust Indenture is incorrect in any material adverse respect when made or deemed to have been made, except that, if the representation or warranty is corrected within 10 Business Days after the Obligor becomes aware that it is incorrect, upon such correction it shall be deemed not to constitute an Event of Default;



(d)

the breach by an Obligor of any provision of this Agreement or the Security which is not otherwise specifically dealt with under any other Section, where such breach has continued for 30 days after the Obligor has received notice from the Agent requiring compliance with that provision;



(e)

the presentation by an Obligor or any Person acting on behalf of an Obligor of a composition or arrangement or similar plan or scheme relating to an Obligor or the bringing of proceedings by an Obligor or any Person acting on behalf of an Obligor for an order that an Obligor be adjudged insolvent or bankrupt or for an order appointing a receiver (whether interim or not), manager, receiver-manager, liquidator, trustee or other similar officer of an Obligor or of all or any material portion of its Property, the making of a proposal by an Obligor or the making of an assignment by an Obligor for the general benefit of creditors or any similar action, all under any Canadian or other applicable law respecting insolvency or the granting of relief to debtors, or the taking of any action by an Obligor in furtherance of any of the aforesaid purposes;

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(f)

the pronouncement of an order or decree by a court or governmental body of competent jurisdiction adjudging an Obligor to be insolvent or bankrupt, appointing a receiver, manager, receiver-manager, liquidator, trustee or similar officer of an Obligor or of all or any material portion of its Property, or appointing an interim receiver of an Obligor or of all or any material portion of its Property unless the appointment of such interim receiver is contested by such Obligor, as the case may be, diligently, in good faith and on a timely basis and is set aside within 21 days of the appointment of such interim receiver;



(g)

the appointment, other than by an order or decree by a court or governmental body of competent jurisdiction, of a receiver (whether interim or not), manager, receiver-manager, liquidator, trustee or similar officer of an Obligor or of all or any material portion of its Property unless the appointment of such receiver, manager, receiver-manager, liquidator, trustee or similar officer is contested by such Obligor, as the case may be, diligently, in good faith and on a timely basis and is rescinded or set aside within 21 days of such appointment;



(h)

the bringing of proceedings by any Person other than an Obligor or any Person acting on behalf of an Obligor for an order that such Obligor be adjudged insolvent or bankrupt or for an order appointing a receiver (whether interim or not), manager, receiver-manager, liquidator, trustee or other similar officer of an Obligor or of all or any material portion of its Property, unless such proceedings are contested by such Obligor diligently, in good faith and on a timely basis and are dismissed within 21 days of the bringing of such proceedings;



(i)

the levying of execution, attachment or similar process against any material portion of the Property comprising the Business unless such execution, attachment or process is withdrawn, released, vacated or stayed within 14 days of its entry, commencement or levy;



(j)

if any governmental licence, permit or consent material to the operation of the Business is cancelled or altered in any materially adverse way, including without limitation, the grant of rights or licences to more than one carrier other than the Borrower to provide cellular telephone services in any area proposed to be covered by the Business;



(k)

if accelerated demand for payment of any Debt shall be made in excess of Cdn.$10,000,000 (or the Equivalent Amount in Canadian Dollars if payable in any other currency) or if an Obligor or any Subsidiary of an Obligor fails to pay when due any Debt in excess of Cdn.$10,000,000 (or the Equivalent Amount in Canadian Dollars if payable in any other currency);

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(l)

if any judgment is rendered against an Obligor, whether or not it is being contested diligently and in good faith by appropriate proceedings which has a material adverse effect on the ability of the Obligors to operate the Business;



(m)

if any of the Security becomes invalid or unenforceable or ceases to exist in the manner provided for in such Security or ceases to rank in accordance with the priority provided for therein or herein;



(n)

a Change in Control occurs; or



(o)

subject to Section 7.1.24, if the Borrower owns directly or indirectly less than a majority of the issued and outstanding capital stock having the right to participate in the residual equity of a Restricted Subsidiary or of the rights to participation in the profits of a Restricted Subsidiary that is not a corporation.

8.2 Acceleration and Termination of Rights. If a Default shall occur and be continuing, no Lender shall be under any further obligation to make Advances or to accept drafts as Bankers' Acceptances. To the extent permitted and in the manner prescribed by law, if an Event of Default shall occur and be continuing the Agent may, and, upon request of the Majority Lenders shall, by notice to the Borrower (i) declare all amounts of any nature payable under this Agreement to be forthwith due and payable, whereupon all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower, and (ii) require the Borrower to deposit with each Lender the full principal amount at maturity of all Bankers' Acceptances then outstanding accepted by such Lender and issued by a Borrower, and upon such Event of Default and notice, all of the Security shall, subject to compliance with the Trust Indenture, become enforceable by the Lenders, the Agent, the Trustee or the duly authorized agents of any of them.

8.3 Payment of Bankers' Acceptances. Immediately upon the making of the demand by the Agent referred to in (ii) of Section 8.2, the Borrower shall, without necessity of further act or evidence, be and become thereby unconditionally obligated to deposit with each Lender at its Branch of Account the full principal amount at maturity of all Bankers' Acceptances then outstanding accepted by such Lender and issued by a Borrower, and the Borrower hereby unconditionally promises and agrees to deposit with each Lender the amount so demanded immediately upon such demand, which amount shall remain on deposit to be used only as provided for herein and the Borrower authorizes the Agent and each Lender to debit any of its accounts with the amount required to pay any such Bankers' Acceptances or to meet such demand, notwithstanding that such Bankers' Acceptances may be held by a Lender in its own right at maturity. Any deposit paid to a Lender pursuant to such a demand and any interest payable thereon shall be subject to the Lien of the Security, shall be applied against, and shall reduce to the extent of the amount of such deposit, the obligations of the Borrower to pay amounts then or thereafter payable under Bankers' Acceptances at the respective times such amounts shall become so payable. The amounts so deposited with a Lender shall earn interest from the date of such deposit at a daily rate of interest equal to the rate of interest payable for each day of deposit on deposits of similar amounts and maturity as then offered by such Lender. The amounts so deposited with a Lender and the interest earned on such amounts shall only become payable and owing to the Borrower if they have not been applied by the Lender against the obligations of the Borrower to pay amounts payable under Bankers' Acceptances or to pay any other Obligations under this Agreement and if no Event of Default is then continuing, in which case such amount shall become payable to the Borrower, at the Lender's Branch of Account.

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8.4 Remedies Cumulative. The rights and remedies of the Agent and the Lenders under this Agreement, the Security and the other agreements contemplated in this Agreement and the Security are cumulative and are in addition to and not in substitution for any rights or remedies provided by law and any single or partial exercise by the Agent or the Lenders of any right or remedy for a default or breach of any term, covenant, condition or agreement herein contained shall not be deemed to be a waiver of or to alter, affect, or prejudice any other right or remedy or other rights or remedies to which the Agent or the Lenders may be lawfully entitled for the same default or breach, and any waiver by the Lenders or the Agent of the strict observance, performance or compliance with any term, covenant, condition or agreement herein contained, and any indulgence granted by the Lenders or the Agent shall be deemed not to be a waiver of any subsequent default.

8.5 Set-Off or Compensation. To the extent permitted and in the manner prescribed by law, in addition to and not in limitation of any rights now or hereafter granted under applicable law, but subject to the Trust Indenture and in particular section 11.1 thereof, if there occurs an Event of Default and notice has been given by the Agent to the Borrower pursuant to Section 8.2, the Agent and each Lender are authorized at any time and from time to time to the fullest extent permitted by law, without notice to the Borrower or to any other Person, any notice being expressly waived by the Borrower, to set-off and compensate and to apply any and all deposits, general or special, time or demand, provisional or final, matured or unmatured, and any other indebtedness at any time owing by the Lender to or for the credit of or for the account of the Borrower, against and on account of the debts and liabilities of the Borrower due and payable to the Agent or that Lender under this Agreement, including without limitation, all claims of any nature or description arising out of or connected with this Agreement, irrespective of whether or not the Agent or that Lender has made any demand under this Agreement and although these debts or liabilities of the Borrower are contingent or unmatured.

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ARTICLE 9
THE AGENT AND THE LENDERS

9.1 Authorization of Agent. Each Lender irrevocably appoints and authorizes the Agent to take all action as agent on its behalf and to exercise such powers and perform such duties under this Agreement as are delegated to the Agent by its terms, together with all powers reasonably incidental thereto. The Agent shall have only those duties and responsibilities of a solely mechanical and administrative nature which are expressly specified in this Agreement, and it may perform such duties by or through its agents or employees, but shall not by reason of this Agreement have a fiduciary duty in respect of any Lender. As to any matters not expressly provided for by this Agreement, the Agent is not required to exercise any discretion or to take any action, but is required to act or to refrain from acting (and is fully protected in so acting or refraining from acting) upon the instructions of the Lenders and such instructions shall be binding upon all Lenders, but the Agent is not required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or applicable law.

9.2 Disclaimer of Agent. The Agent makes no representation or warranty, and assumes no responsibility with respect to the due execution, legality, validity, sufficiency, enforceability or collectability of this Agreement or any instruments or documents referred to herein or relative hereto. The Agent assumes no responsibility for the financial condition of any Obligor, or for the performance of the obligations of any Obligor under this Agreement or any other agreement, instrument or document contemplated hereby. The Agent assumes no responsibility with respect to the accuracy, authenticity, legality, validity, sufficiency or enforceability of any documents, papers, materials or other information furnished by any Obligor or any other Person to the Agent on behalf of the Lenders. The Agent shall not be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained herein or as to the use of the proceeds of the Credit or, unless the officers of the Agent active in their capacity as officers of the Agent on any Obligor's accounts have actual knowledge thereof or have been notified in writing or by telex thereof by an Obligor or a Lender, of the existence or possible existence of any Default or Event of Default. Neither the Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them as Agent under or in connection with this Agreement except for its or their own gross negligence or wilful misconduct. With respect to its Commitment, The Bank of Nova Scotia shall have the same rights and powers hereunder as any other Lender, and may exercise the same as though it were not performing the duties and functions delegated to it as Agent hereunder.

9.3 Repayment by Lenders to Agent. Unless the Agent has been notified in writing by the Borrower, not less than one Business Day prior to the date on which any payment to be made by the Borrower hereunder is due, that the Borrower does not intend to remit such payment, the Agent may, at its discretion, assume that the Borrower has remitted such payment when so due and the Agent may, at its discretion and in reliance upon such assumption, make available to each Lender on such payment date an amount equal to such Lender's Proportion of such assumed payment. If it proves to be the case that the Borrower has not in fact remitted such payment to the Agent, the Agent shall promptly notify each Lender and each Lender shall forthwith on demand repay to the Agent the amount of such assumed payment made available to such Lender, together with interest thereon until the date of repayment thereof at a rate determined by the Agent (such rate to be conclusive and binding on such Lender) in accordance with usual banking practice for advances in the currency in which such payment is due to banks of like standing to such Lender.

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9.4 Obligation of Agent. Except as otherwise specifically provided for in this Agreement, the Agent shall promptly notify each Lender in writing by telefacsimile upon receipt of each notice and shall deliver by letter all other written communications furnished by an Obligor to the Agent on behalf of the Lenders pursuant to this Agreement, including without limitation copies of financial reports and certificates which are to be furnished to the Agent pursuant to Articles 7 and 8. The Agent will notify each Lender in writing by telefacsimile and each Lender will notify the Agent in writing by telefacsimile which will then notify the other Lenders in writing by telefacsimile of any Event of Default of which any of them becomes aware.

9.5 Reliance by Agent. The Agent shall be entitled to rely on any communication, instrument or document believed by it to be genuine and correct and to have been signed by the proper individual or individuals, and shall be entitled to rely and shall be protected in relying as to legal matters upon opinions of independent legal advisors selected by it.

9.6 Business of Agent. The Agent may, without any liability to account, accept deposits from and lend money to and generally engage in any kind of banking, or other business with each Obligor and/or Rogers as if it were not the Agent.

9.7 Acknowledgement of Lenders. It is acknowledged and agreed by each Lender that it has itself been, and will continue to be, solely responsible for making its own independent appraisal of and investigations into the financial condition, creditworthiness, condition, affairs, status and nature of each Obligor. Accordingly, each Lender confirms to the Agent that it has not relied, and will not hereafter rely, on the Agent, (i) to check or inquire on its behalf into the adequacy, accuracy or completeness of any information provided by an Obligor under or in connection with this Agreement or the transactions herein contemplated (whether or not such information has been or is hereafter distributed to such Lender by the Agent) or (ii) to assess or keep under review on its behalf the financial condition, creditworthiness, condition, affairs, status or nature of any Obligor.

9.8 Indemnification of Agent. Each Lender agrees to indemnify the Agent (to the extent not reimbursed by any of the Obligors), rateably according to its Lender's Proportion from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or the transactions therein contemplated, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's gross negligence or wilful misconduct. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its Lender's Proportion of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preservation of any rights of the Agent or the Lenders under, or the enforcement of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Obligors.

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9.9 Sharing Among the Lenders. The Lenders agree among themselves that, except as otherwise provided for in this Agreement or unless Aggregate Outstandings are not in each Lender's Proportion, all sums received by a Lender relating to this Agreement or by virtue of the Security (other than in respect of the Operating Credit or a Swap Agreement) whether received by voluntary payment, by the exercise of the right of set-off or compensation or by counterclaim, cross-action or as proceeds of realization of any security or otherwise, shall be shared by each Lender in its Lender's Proportion and each Lender undertakes to do all such things as may be reasonably required to give full effect to this Section, including without limitation, the purchase from other Lenders of such notes or a portion thereof by the Lender who has received an amount in excess of its Lender's Proportion as shall be necessary to cause such purchasing Lender to share the excess amount rateably in its Lender's Proportion with the other Lenders. If any sum which is so shared is later recovered from the Lenders who originally received it, the Lender shall restore its Lender's Proportion of such sum to such Lenders, without interest.

9.10 Taking and Enforcement of Security. Each of the Lenders hereby acknowledges that to the extent permitted by applicable law, the Security and the remedies provided hereunder to the Lenders are for the benefit of the Lenders collectively and acting together and not severally and further acknowledges that its rights hereunder and under the Security are to be exercised not severally, but collectively by the Agent and/or the Trustee upon the decision of the Majority Lenders or as provided in the Trust Indenture; accordingly, notwithstanding any of the provisions contained herein or in the Security, each of the Lenders hereby covenants and agrees that it shall not be entitled to take any action hereunder or thereunder including, without limitation, any declaration of default hereunder or thereunder but that any such action shall be taken only by the Agent with the prior written agreement of the Majority Lenders provided that notwithstanding the foregoing, in the absence of instructions from the Lenders and where in the sole opinion of the Agent the exigencies of the situation so warrant such action, the Agent may without notice to or consent of the Lenders take such action on behalf of the Lenders as it deems appropriate or desirable in the interest of the Lenders; each of the Lenders hereby further covenants and agrees that upon any such written consent being given by the Majority Lenders, it shall co-operate fully with the Agent to the extent requested by the Agent.

9.11 Successor Agent. The Agent may, as hereinafter provided, resign at any time by giving written notice thereof to the Lenders and the Obligors. Upon receipt of notice by the Lenders of the resignation of The Bank of Nova Scotia as Agent, the Majority Lenders may, within 21 days, appoint a successor agent ("the Successor Agent") who shall be acceptable to the Obligors acting reasonably. If no Successor Agent shall have been so appointed and shall have accepted such appointment within 21 days after the retiring Agent's giving of notice of resignation, then the retiring Agent may, on behalf of the Lenders, appoint a Successor Agent who shall be acceptable to the Obligors acting reasonably. Upon the acceptance of any appointment as Agent hereunder by a Successor Agent, such Successor Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its further duties and obligations as Agent under this Agreement and the Security. If no Successor Agent shall have been appointed by the Lenders or the retiring Agent within 60 days after the retiring Agent's giving of notice of resignation, the retiring Agent shall nevertheless be discharged from its further duties and obligations as Agent under this Agreement and the Security. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article 9 shall continue to enure to its benefit and be binding upon it as to any actions taken or omitted to be taken by it while it was Agent hereunder.

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9.12 Provisions Operative Between Lenders and Agent Only. Except for the provisions of Section 9.11 and this Section 9.12, the provisions of this Article 9 relating to the rights and obligations of the Lenders and the Agent inter se shall be operative as between the Lenders and the Agent only, and no Obligor shall have any rights or obligations under or be entitled to rely for any purposes upon such provisions.

ARTICLE 10
EXPENSES, TAXES AND INCREASED COSTS

10.1 Expenses and Indemnity. All statements, reports, certificates, opinions, appraisals and other documents or information required to be furnished to the Agent or the Lenders by an Obligor under this Agreement shall be supplied without cost to the Agent or the Lenders. The Borrower shall, whether or not any or all of the transactions hereby contemplated are consummated, pay all out of pocket costs, including without limitation, all legal and consultants' fees and other expenses and all sales, goods and services taxes payable under the laws of Canada with respect thereto incurred by the Agent, the Lenders and the Trustee from time to time in the documentation, preparation, negotiation, execution, operation, administration and the enforcement of this Agreement and any other agreement or Security contemplated by this Agreement and of security review, inspection and appraisal at reasonable intervals. The Borrower shall indemnify the Agent and each Lender against any loss or expense which the Agent or such Lender may sustain or incur as a consequence of (i) any representation or warranty of an Obligor which was incorrect at the time it was made or deemed to have been made, (ii) a default by an Obligor in the payment of any sum due hereunder, including, but not limited to, all sums (whether in respect of principal, interest or any other amount) paid or payable to lenders of funds borrowed by the Agent or a Lender in order to fund the amount of any such unpaid amount to the extent the Agent or a Lender is not reimbursed pursuant to any other provisions of this Agreement, (iii) the failure of the Borrower to make any drawdown under the Credit after notice therefor has been given under this Agreement and (iv) any other default by an Obligor. A certificate of the Agent or the affected Lender, together with supporting documentation, as to the amount of any such loss or expense shall constitute prima facie evidence as to the amount thereof, in the absence of manifest error.

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10.2 Increased Costs. If after the date hereof, any Applicable Law or the adoption of any Applicable Law, or any change therein or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof or compliance by any Lender (or its Branch of Account) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency:

(a)

shall subject any Lender (or its Branch of Account) to any tax, duty or other charge, or shall cause the withdrawal or termination of any previously available exemption from any tax, duty or other charge, with respect to the unutilized portion of its Commitment, its obligation to make Advances or its Advances or with respect to its obligation to accept Bankers' Acceptances or its Bankers' Acceptances or shall change the basis of taxation of payments to any Lender (or its Branch of Account) including the principal of or interest on its Advances or any fees payable hereunder or any other amounts due under this Agreement (except for changes in the rate of taxes measured by or imposed on the overall net income of such Lender or its Branch of Account imposed by the jurisdiction of incorporation of such Lender, the jurisdiction in which such Lender's principal executive office or Branch of Account is located or a jurisdiction in which such Lender is subject to taxation without regard to this Agreement and the documentation entered into pursuant thereto and except for changes in any such jurisdiction in the method of calculation of net income for income tax purposes where any such change is applicable to corporations generally regardless of whether they are lenders); or



(b)

shall impose, modify or deem applicable any reserve, deemed reserve, special deposit or similar requirement against Property of, deposits with or for the account of, or credit extended or committed to be extended by any Lender or its Branch of Account or shall impose on any Lender (or its Branch of Account) any other condition affecting its obligation to permit Advances or affecting outstanding Advances including, without limitation, the amount of capital required or expected to be maintained by any Lender as a result of entering into this Agreement or its Commitment or in respect of its outstanding Advances;

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and the net result of any of the foregoing is to increase the cost to such Lender (or its Branch of Account) of maintaining its Commitment, making or maintaining any Advance or accepting any draft as a Bankers' Acceptance, or to reduce the amount of any sum received or receivable by such Lender (or its Branch of Account) or the rate of return on such Lender's capital or assets as a consequence of its Commitment under this Agreement or with respect hereto, by an amount deemed by such Lender to be material, then within 15 days after each demand by such Lender claiming compensation, setting forth the additional amount or amounts to be paid to it hereunder and the basis thereof, the Borrower agrees to pay promptly to such Lender such additional amount or amounts incurred prior to such demand as will compensate such Lender for such increased costs or deductions; provided, however, that in no event shall such compensation be claimed by a Lender for a prior period in excess of 90 days. Each Lender will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section and will designate a different Branch of Account, as the case may be, if such designation will avoid the need for or reduce the amount of, such compensation and will not, in the sole judgment of such Lender, be otherwise disadvantageous to such Lender.

        A certificate of any Lender claiming compensation under this Section setting forth the additional amount or amounts (which additional amounts may be calculated by such Lender on the basis of reasonable estimates or averaging methods) to be paid to it hereunder and the basis therefor shall be conclusive in the absence of manifest error. If any Lender demands compensation under this Section, the Borrower may at any time, upon at least four Business Days' prior notice to such Lender, which notice shall be irrevocable, prepay in full, without penalty but subject to the provisions of Section 4.3, the then outstanding Advances of such Lender together with accrued interest thereon to the date of repayment and all such compensation to the date of repayment.

10.3 Interest on Certain Overdue Amounts. If the Borrower fails to pay any amount payable hereunder (other than principal, interest thereon or interest upon interest which is payable as otherwise provided in this Agreement) on the due date, the Borrower shall, on demand, from time to time by the Agent, pay interest on such overdue amount to the Agent from such due date up to the date of actual payment, both before and after demand, default or judgment, at a rate of interest per annum equal to the sum of the Prime Lending Rate (adjusted automatically upon any change by the Reference Lenders) plus 0.75% per annum, compounded monthly. Such interest shall accrue from day to day on such overdue amount remaining unpaid from time to time and shall be calculated on the basis of a calendar year for the actual number of days elapsed.

10.4 Payment of Certain Amounts. If the Borrower fails to pay to the Agent or the Lenders when due any amounts owing under this Agreement for the Stand-by Fee, interest or any other sum (other than principal) from time to time due to the Agent or the Lenders, the Agent, without prejudice to any remedy the Agent or the Lenders may have pursuant to this Agreement and without notice to, or authorization by, the Borrower and without regard to minimum amounts or whole multiples or any other restriction contained in this Agreement, may elect, at any time and from time to time, to draw down from the unused amount of the Available Commitment under the Credit and to pay to itself or the Lenders, a corresponding amount which shall be deemed to be a Prime Rate Advance or a Base Rate Advance, as determined by the Agent, to the Borrower under this Agreement and shall be payable on demand and the Agent or the Lenders, as the case may be, shall be entitled to all of the covenants and conditions and representations and warranties in favour of the Agent and the Lenders contained in this Agreement.

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ARTICLE 11
NOTICE

11.1 Address for Notice. Notice to be given hereunder shall, save as otherwise specifically provided, be in writing to the party or parties for whom it is intended and shall not be deemed received until actual receipt thereof by such party or parties. Any facsimile notice shall be deemed to have been received on transmission if sent prior to 3:00 p.m. Eastern Time on a Business Day and, if not, on the next Business Day following transmission. The mailing addresses and telecopier numbers, if any, of the parties hereto for the purposes hereof shall be those set out immediately below the names of such parties on the signature pages hereof or such other mailing addresses and telecopier numbers as such parties from time to time may notify the others as aforesaid.

ARTICLE 12
GOVERNING LAW AND JUDGMENT CURRENCY

12.1 Governing Law. The parties agree that this Agreement shall be conclusively deemed to be a contract made under, and shall for all purposes be governed by and construed in accordance with, the laws of the Province of Ontario and of Canada applicable therein.

12.2 Judgment Currency. If for the purpose of obtaining judgment in any court, it is necessary to convert an amount due hereunder or under any instrument delivered hereunder from the currency in which it is due (the "Original Currency") into another currency (the "Second Currency") the parties hereto agree, to the fullest extent permitted by law, that the rate of exchange used shall be the simple average of the Reference Lenders' noon spot buying rates at which the Agent could purchase the Original Currency with the Second Currency on the date two Business Days preceding that on which judgment is given. The obligation of any Obligor in respect of any Original Currency due from it to the Agent or the Lenders hereunder or any instrument or agreement delivered hereunder shall, notwithstanding any judgment in the Second Currency be discharged by a payment made to the Agent or the Lenders on account thereof in the Second Currency only to the extent that, on the Business Day following receipt of such payment in the Second Currency, the Agent may, in accordance with normal banking procedures, purchase the Original Currency with the amount of the Second Currency so paid; and if the amount of the Original Currency which may be so purchased is less than the amount originally due in the Original Currency, the Obligors shall as a separate and independent obligation and notwithstanding any such payment or judgment indemnify the Agent or the Lenders against such deficiency.

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ARTICLE 13
ADDITIONAL LENDERS,
SUCCESSORS AND ASSIGNS

13.1 Successors and Assigns. This Agreement shall be binding upon and enure to the benefit of the Agent, each Lender, each Obligor and their respective successors and assigns, except that an Obligor shall not assign any rights or obligations with respect to this Agreement or any of the agreements contemplated hereby without the prior written consent of each Lender and that no Lender shall assign any rights or obligations with respect to this Agreement or any agreements contemplated hereby without the prior written consent of the Borrower, which shall not be unreasonably withheld.

        Any Lender may, upon notification to the Agent and upon payment to the Agent of an administration fee of $2,000, assign to one or more financial institutions any of its rights and obligations under this Agreement provided that (i) each such assignment shall be in an amount of Cdn. $15,000,000 or more; and (ii) such Lender after such assignment shall retain at least Cdn. $15,000,000 of the maximum amount of its original Commitment hereunder or no Commitment hereunder; and (iii) the assignor, the permitted assignee and the Agent have each executed an Assignment Agreement. Upon completion of any such assignment, the obligations of the assignor and the assignee under this Agreement shall be several and not joint and several and neither the assignor nor the assignee shall be responsible in any way for the Commitment of the other.

        In the regular course of each Lender's commercial banking business such Lender may from time to time sell participating interests in the Advances and the Bankers' Acceptances to other financial institutions ("Participants"). In each such case, the original Lender shall remain responsible for the fulfillment of its obligations hereunder and such sale shall not adversely affect any Obligor.

        Notwithstanding any of the above, any Lender may (i) assign any of its rights and obligations under this Agreement to an Affiliated Lender provided that such assignment shall not adversely affect any Obligor and/or (ii) sell participating interests to an Affiliated Lender without the consent of any other party to this Agreement except that in any such case the original Lender shall remain responsible for the fulfillment of its obligations hereunder and such sale shall not adversely affect any Obligor.

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        Each Lender agrees that it will not assign any portion of its Commitment hereunder to any Person who is a "non-resident person" as that term is used in section 212 of the Income Tax Act (Canada).

        If, at the time of an assignment, any assignment is made to a Lender (including an Affiliated Lender) in contravention of the preceding paragraph and withholding tax or similar deduction is required to be paid pursuant to Applicable Law, then any payment made pursuant to this Agreement to such Lender shall be made net of such tax or deduction, which tax or deduction shall be for the account of such Lender.

        The Agent shall maintain at its address referred to herein a copy of each Assignment Agreement delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment under the Credit of, and principal amount of the Borrowings owing under the Credit to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent and each of the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

ARTICLE 14
RESTRICTED SUBSIDIARIES

14.1 Designation of Restricted Subsidiaries. The Borrower may from time to time by notice to the other parties hereto and the Trustee designate a Subsidiary as a "Restricted Subsidiary" for all purposes of this Agreement and the Trust Indenture (a "Restricted Subsidiary"). Any such Restricted Subsidiary shall be a Restricted Subsidiary subject to:

(a)

compliance by the Borrower with all requirements of the Trust Indenture concerning the designation of Restricted Subsidiaries;



(b)

delivery to the Agent, with copies for each of the Lenders, of copies of all documents delivered under the Trust Indenture in connection with the designation of the Restricted Subsidiary;



(c)

delivery to the Agent of certified copies of the corporate proceedings taken by the Borrower and any other Restricted Subsidiary authorizing the execution, delivery and performance of the pledge of shares of the new Restricted Subsidiary in accordance with the Trust Indenture;

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(d)

delivery to the Agent of an agreement of the Restricted Subsidiary in favour of the Agent and the Lenders in the form of Schedule D to this Agreement.

        The Agent will execute a Unanimous Bondholders Resolution (as defined in the Trust Indenture) allowing a Restricted Subsidiary to become an Unrestricted Subsidiary under the Trust Indenture and this Agreement only when directed to do so by the Majority Lenders.

        For the purpose of calculating Operating Cash Flow, should a Subsidiary during any quarter be designated as a Restricted Subsidiary, such Subsidiary's Operating Cash Flow shall be included in the calculation of Consolidated Operating Cash Flow for the entirety of such fiscal quarter. If a Restricted Subsidiary becomes an Unrestricted Subsidiary during any fiscal quarter, such Subsidiary's Operating Cash Flow shall be excluded from Consolidated Operating Cash Flow for the entirety of such fiscal quarter.

ARTICLE 15
MISCELLANEOUS

15.1 Sharing of Information. The Obligors authorize the Agent, each Lender, their agents, employees, auditors, legal counsel and any other Person retained by any of them to share with each other and with any lending institution to which any Lender now has or hereafter grants or proposes to grant participations (whether funded or unfunded) in or transfers or assigns or proposes to transfer or assign any of its rights and obligations with respect to this Agreement, any agreement contemplated hereby or in the security created in connection therewith, any information possessed by any of them relating to an Obligor or Rogers which pertains to this Agreement including, without limitation, information relating to the financial condition or operations of an Obligor or Rogers, the debts and liabilities of an Obligor or Rogers under or in connection with this Agreement, payments received by the Agent or a Lender from an Obligor or Rogers, or information contained in or related to any certificate provided hereunder or otherwise or obtained as a result of inspections of the books, accounts and records of an Obligor. Subject to disclosure to the Persons described above and to governmental, legal or regulatory authorities as required by Applicable Law and until the Agent, the Lenders or the Trustee appoint a receiver (whether interim or not), manager, receiver-manager, liquidator, trustee or similar officer under, or take steps to enforce this Agreement and/or all or any part of the Security, the Agent and each Lender agrees to keep secret any information obtained from any inspection by any representative of the Agent or a Lender of the books, accounts and records of an Obligor or Rogers, including without limitation, the computer databanks and computer software systems of an Obligor subject always to the provisions of any agreement relating to confidentiality with respect to the computer databank and computer software system of an Obligor.

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15.2 Severability. Any provision of this Agreement which is or becomes prohibited or unenforceable in any jurisdiction shall not invalidate or impair the remaining provisions hereof which shall be deemed severable from such prohibited or unenforceable provision and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

15.3 Survival of Representations and Warranties. The representations and warranties made in this Agreement shall survive the execution of this Agreement and all other agreements provided for or contemplated hereby and each utilization of the Credit by the Borrower hereunder, including without limitation each conversion, shall be deemed to be a repetition of such representations and warranties as of the date of each utilization and the Agent and each Lender shall be deemed to have relied upon such representations and warranties at each such time.

15.4 Amendment, Supplement or Waiver. No amendment, supplement, waiver or consent provided for by any provision of this Agreement or any other agreement or instrument contemplated by this Agreement, shall in any event be effective unless the same shall be in writing and executed:

(a)

by all Lenders, in the case of an amendment to any provision having the effect of increasing the amount of the Available Commitment beyond Cdn.$800,000,000 or the Equivalent Amount in U.S. Dollars, changing Bankers' Acceptance Fees or any of the interest rates due on Advances, extending the term of the Credit, changing the repayment provisions of the Credit, changing the definition of Majority Lenders, making any change to this Section, altering or releasing the Security in any respect, changing any of the other fees provided for herein, or changing any other provision of this Agreement which expressly requires the approval of all Lenders; and



(b)

by the Majority Lenders, in the case of any amendment, supplement, waiver or consent not expressly provided for above or elsewhere in this Agreement; and



(c)

by the Agent, in the case of any amendment, supplement, waiver or consent of a clerical or administrative nature.

No Lender's Proportion shall be changed without the consent of that Lender. Any amendment or supplement (other than as provided for in Article 9) shall also be executed by the Borrower. Any such amendment, supplement, waiver or consent shall be binding upon each of the Lenders but only in the specific instance and for the specific purpose for which given. No waiver or act or omission of all Lenders, the Majority Lenders or the Agent shall extend to or be taken in any manner whatsoever to affect any subsequent Default or Event of Default or the rights resulting therefrom.

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15.5 Paramountcy of Credit Agreement. The terms of this Agreement shall govern the Security as if recited in all respects therein, and that in the event of any conflict or inconsistency between the terms of this Agreement and those of the Security, the terms of this Agreement shall in every respect govern. For the purpose only of this Section, this Agreement shall not include any schedules hereto relating to the Security.

15.6 Waiver of Immunities. To the extent that an Obligor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its Property, each Obligor hereby irrevocably waives such immunity in respect of its obligations under this Agreement or any agreements or instruments contemplated by this Agreement.

15.7 Set-Off. The Borrower represents and warrants that there does not exist any fact or matter which would permit any of the Obligors or Rogers to bring any action or defence against any other or others of them, whether based in contract or tort, law or equity, which might reasonably be expected to affect the rights or obligations of any of them under this Agreement, the Security or otherwise. Until repayment in full of all of the debts, liabilities or obligations under this Agreement, the Security or otherwise or until such debts, liabilities or obligations under this Agreement, the Security or otherwise, whether contingent or actual, are satisfied and no longer outstanding, the Borrower shall ensure that none of them shall, now or in the future, bring any action or defence whether based in contract or tort, law or equity, by way of claim, counterclaim, set off or otherwise against the other or others which might affect any rights or obligations of any of them under this Agreement, the Security or otherwise. None of them shall claim or prove in the bankruptcy or insolvency of the other or others in competition with any Lender or the Agent or have any rights of subrogation with respect to any Lender or the Agent.

15.8 Time of the Essence. Time shall be of the essence of this Agreement.

15.9 Further Assurances. At the request of the Agent, the Borrower shall, and shall cause the Obligors to, do all such further acts and execute and deliver all such further documents as may, in the reasonable opinion of the Agent, be necessary or desirable in order to fully perform and carry out the purpose and intent of this Agreement.

15.10 Formal Date. This Agreement shall be referred to as being dated as of 15 March 1997.

15.11 Business Day. If the day on which any act or payment is required to be done or made is a day which is not a Business Day, then such act or payment shall, subject to the definition of Interest Payment Date, be duly performed or made if done on the next following Business Day, provided that such additional day or days shall be included for the purposes of computing interest, fees or other amounts payable under this Agreement.

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15.12 Counterparts. This Agreement may be executed in any number of counterparts and all such counterparts taken together shall be deemed to constitute one and the same instrument.

15.13 Term of Agreement. This Agreement, the Agency Agreement and the Fee Agreement shall remain in full force and effect until the final payment in full to the Agent and each Lender of all amounts payable hereunder.

15.14 Entire Agreement. This Agreement, the Agency Agreement, the Fee Agreement and the Security constitute the entire agreement between the parties hereto and cancel and supersede any prior agreements, undertakings, declarations or representations, written or verbal, in respect thereof.

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, on this 19th day of March 1997.

ROGERS CANTEL INC.
By:	/s/  ALAN HORN Alan Horn Vice-President
By:	/s/  M. LORRAINE DALY M. Lorraine Daly Vice-President, Treasurer
1 Mount Pleasant Road Toronto, Ontario M4Y 2Y5

Attention:	Senior Vice-President, Finance and Planning and Chief Financial Officer
Telecopier:	(416) 935-7953

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with a copy to:
Rogers Communications Inc. Suite 6400, Scotia Plaza 40 King Street West, Box 1007 Toronto, Ontario M5H 3Y2
Attention:	Vice-President, Treasurer
Telecopier:	(416) 864-2375

THE BANK OF NOVA SCOTIA, as Agent
By:	/s/  R.M. MIRET R.M. Miret Senior Relationship Manager
By:	/s/  J.G. HALL J.G. Hall Syndications Officer

International Banking Division 44 King Street West 14th Floor Toronto, Ontario M5H 1H1
Attention:	Loan Accounting
Telecopier:	(416) 866-5991
— and to —
Investment and Corporate Banking, Media & Communications 44 King Street West Toronto, Ontario M5H 1H1
Attention:	Vice-President
Telecopier:	(416) 866-2009

[Remaining signature pages and schedules omitted]

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TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS
ARTICLE 2 REPRESENTATIONS AND WARRANTIES
ARTICLE 3 THE CREDIT
ARTICLE 4 ADVANCES AND BANKERS' ACCEPTANCES
ARTICLE 5 ADDITIONAL DEBT
ARTICLE 6 PREDISBURSEMENT CONDITIONS
ARTICLE 7 COVENANTS
ARTICLE 8 EVENTS OF DEFAULT AND REMEDIES
ARTICLE 9 THE AGENT AND THE LENDERS
ARTICLE 10 EXPENSES, TAXES AND INCREASED COSTS
ARTICLE 11 NOTICE
ARTICLE 12 GOVERNING LAW AND JUDGMENT CURRENCY
ARTICLE 13 ADDITIONAL LENDERS, SUCCESSORS AND ASSIGNS
ARTICLE 14 RESTRICTED SUBSIDIARIES
ARTICLE 15 MISCELLANEOUS

EX-99.11

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EXHIBIT (b)(2)

THIS FIRST AMENDMENT AGREEMENT is made as of the 12th day of April, 2001.

B E T W E E N:

ROGERS WIRELESS INC.
(the "Borrower")

— and —

THE BANK OF NOVA SCOTIA
THE TORONTO-DOMINION BANK
CANADIAN IMPERIAL BANK OF COMMERCE
CITIBANK CANADA
ROYAL BANK OF CANADA
BANK OF MONTREAL
BANK OF TOKYO-MITSUBISHI (CANADA)
(the "Lenders")

— and —

THE BANK OF NOVA SCOTIA
in its capacity as Administrative Agent
(the "Agent")

RECITALS:

A.

The Borrower, which was formerly known as Rogers Cantel Inc., certain of the Lenders (including those Lenders who became parties as a result of an assignment agreement dated as of 12 April 2001) and the Agent are parties to a credit agreement dated as of 15 March 1997 pursuant to which the Lenders established a revolving term credit in the amount of $800,000,000 in favour of the Borrower, as supplemented by a Supplemental Agreement made as of 18 August 2000, which Supplemental Agreement is no longer of any further force or effect as the L/Cs provided for therein have now been returned and cancelled (the "Credit Agreement").

B.

The Borrower has requested that the Lenders amend the terms of the Credit Agreement by, inter alia:

(i)

changing the maximum amount available under the Credit;

(ii)

extending the term and repayment schedule of the Credit;

(iii)

amending the financial covenants in the Credit Agreement; and

(iv)

amending the method of calculation of operating cash flow in the Credit Agreement.

C.

The Lenders have agreed to such requests on the terms and conditions set forth herein and the parties are entering into this First Amendment Agreement to give effect thereto and to make other amendments agreed to by the parties.

THEREFORE, for value received, and intending to be legally bound by this First Amendment Agreement, the parties agree as follows:

Section 1 — Amendments to Definitions

(a)   Section 1.1 of the Credit Agreement is amended by deleting the definition of "Annualized Operating Cash Flow".

(b)   Section 1.1 of the Credit Agreement is further amended by deleting the definition of "Applicable Margin" and replacing it with the following provision:

1.1.14    "Applicable Margin" means and shall be:

(a)

1.75% per annum in the case of any Prime Rate Advance or Base Rate Advance and 2.75% per annum in the case of any LIBO Advance or Bankers' Acceptance if and for so long as the Debt to Operating Cash Flow Ratio has been reported as greater than or equal to 5.5 to 1; or



(b)

1.25% per annum in the case of any Prime Rate Advance or Base Rate Advance and 2.25% per annum in the case of any LIBO Advance or Bankers' Acceptance if and for so long as the Debt to Operating Cash Flow Ratio has been reported as greater than or equal to 4.5 to 1 but less than 5.5 to 1; or



(c)

0.75% per annum in the case of any Prime Rate Advance or Base Rate Advance and 1.75% per annum in the case of any LIBO Advance or Bankers' Acceptance if and for so long as the Debt to Operating Cash Flow Ratio has been reported as greater than or equal to 3.5 to 1 but less than 4.5 to 1; or



(d)

0.25% per annum in the case of any Prime Rate Advance or Base Rate Advance and 1.25% per annum in the case of any LIBO Advance or Bankers' Acceptance if and for so long as the Debt to Operating Cash Flow Ratio has been reported as greater than or equal to 3.0 to 1 but less than 3.5 to 1; or

2

(e)

nil in the case of any Prime Rate Advance or Base Rate Advance and 1.00% per annum in the case of any LIBO Advance or Bankers' Acceptance if and for so long as the Debt to Operating Cash Flow Ratio has been reported as less than 3.0 to 1.

Any change in the Applicable Margin from that then in effect shall have effect from and after the earliest of the third Business Day following the date:

(i)

that the most recent Quarterly Reporting Documents are delivered pursuant to Section 7.1.8 which evidence that a change in the Applicable Margin is required by virtue of the provisions hereof; or



(ii)

on which the most recent Quarterly Reporting Documents which evidence that a change in the Applicable Margin is so required should have been delivered pursuant to Section 7.1.8, where the Borrower has failed to deliver same;

provided however, should the Agent, on behalf of the Lenders, and the Borrower, determine that such calculation of the Debt to Operating Cash Flow Ratio is incorrect, the Agent shall advise each of the Lenders of such error and the Borrower and the Lenders agree that, absent manifest error, the Applicable Margin shall be adjusted in accordance with the determination by the Agent and the Borrower and the party obligated to pay money pursuant to such calculation shall pay to the other the amount owing commencing from 3 Business Days after the date the Quarterly Reporting Documents containing such error was or was required to be provided, as set out above. The initial calculation of the Applicable Margin as amended by the First Amendment Agreement shall be made using the calculations set out in the Quarterly Reporting Documents provided for the period ending 31 December 2000. Interest for the period prior to the date of the First Amendment Agreement and Bankers' Acceptance Fees payable is respect of Bankers' Acceptances outstanding as at 12 April 2001 will be calculated and payable based on the Applicable Margin set forth in the Credit Agreement(prior to the amendment to such definition effected by the First Amendment Agreement), with, for greater certainty, the pricing effected by the First Amendment Agreement applying to all rollovers, renewals or replacements of such Bankers' Acceptances.

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(c)   Section 1.1 of the Credit Agreement is further amended by deleting the definition of "Bankers' Acceptance" and replacing it with the following provision:

1.1.20 "Bankers' Acceptance" means a depository bill as defined in the Depository Bill and Notes Act (Canada) in Canadian Dollars that is in the form of an order signed by the Borrower and accepted by a Lender pursuant to this Agreement or, for Lenders not participating in clearing services contemplated in that Act, a draft or bill of exchange (as defined in the Bills of Exchange Act (Canada)) in Canadian Dollars that is drawn by the Borrower and accepted by a Lender pursuant to this Agreement. Orders that become depository bills, drafts and bills of exchange are sometimes collectively referred to in this Agreement as "drafts".

(d)   Section 1.1 of the Credit Agreement is further amended by deleting the definition of "Borrower" and replacing it with the following provision:

1.1.29 "Borrower" means Rogers Wireless Inc. (formerly Rogers Cantel Inc.), a corporation subsisting under the Canada Business Corporations Act, and its successors and permitted assigns.

(e)   Section 1.1 of the Credit Agreement is further amended by deleting the definition of "Credit" and replacing it with the following provision:

1.1.43 "Credit" means the revolving/reducing term credit in aggregate of Cdn. $700,000,000 (all or any part of which maybe drawn in an Equivalent Amount in U.S. Dollars) available to the Borrower upon and subject to the terms and conditions contained in this Agreement and as limited or reduced in accordance with the provisions of this Agreement.

(f)    Section 1.1 of the Credit Agreement is further amended by deleting the definition of "Maturity Date" and replacing it with the following provision:

1.1.69 "Maturity Date" means 30 April 2008, unless either (a) or (b) below is applicable:

(a)

31 May 2006, if the 2006 Public Debt is not repaid (by refinancing or otherwise) on or prior to 31 December 2005 and, if such repayment of the 2006 Public Debt is made though proceeds of issuance of Debt, such issuance is in compliance with Sections 5.3 or 5.4, as applicable, and, in any event, all of such Debt matures after 30 April 2008; or

4

(b)

30 September 2007, if the repayment referred to in Section 1.1.69(a) has been completed and if the 2007 Public Debt is not repaid (by refinancing or otherwise) on or prior to 30 April 2007 and, if such repayment of the 2007 Public Debt is made though proceeds of issuance of Debt, such issuance is in compliance with Sections 5.3 or 5.4, as applicable, and, in any event, all of such Debt matures after 30 April 2008;

or if any such day is not a Business Day, the immediately preceding Business Day.

(g)   Section 1.1 of the Credit Agreement is further amended by deleting the definition of "Operating Cash Flow" and replacing it with the following provision:

1.1.72 "Operating Cash Flow" means an amount equal to the total net income of the Borrower, on a Consolidated basis, for its four consecutive most recently completed fiscal quarters prepared in accordance with GAAP and excluding all extraordinary and other non-recurring and unusual items (including foreign exchange losses or gains and losses or gains on the repurchase or redemption of any securities) plus, to the extent deducted in calculating such net income, interest expense and other financing costs and expenses, depreciation, amortization, all taxes whether or not deferred applicable to such period and any deferred management fees to the extent accrued and unpaid, which deferred management fees shall be deducted in the particular quarter when actually paid. Cash payments on account of commissions shall be deducted for the purpose of calculating Operating Cash Flow.

If the Borrower has made any Investment or disposition, on a Consolidated basis, during its four consecutive most recently completed fiscal quarters, Operating Cash Flow otherwise calculated for such period shall be adjusted to include Operating Cash Flow attributable to the Investment as if the Investment had been made on the first day of such period and to exclude Operating Cash Flow attributable to the Property disposed of as if the disposition had been made on the first day of such period.

(h)   Section 1.1 of the Credit Agreement is further amended by deleting paragraph (a) of the definition of "Pro Forma Debt Service" and replacing it with the following provision:

5

1.1.85(a) all scheduled principal payments of Debt, which will include required payments of principal on the incremental portion of any Debt projected to be incurred in accordance with the Budget (including without limitation the principal component of Purchase Money Obligations and Supplier Obligations) to be paid for the twelve months next following such fiscal quarter end other than the principal repayments, at maturity, of the 2006 Public Debt and the 2007 Public Debt, both of which principal repayments at maturity shall be excluded; and

(i)    Section 1.1 of the Credit Agreement is further amended by deleting the definition of "Senior Debt to Annualized Operating Cash Flow" and replacing it with the following provision:

1.1.99 "Senior Debt to Operating Cash Flow Ratio" means the ratio of Senior Debt outstanding to Operating Cash Flow, both calculated as at the end of the most recently completed fiscal quarter of the Borrower.

Section 2 — New Definitions

(a)   Section 1.1 of the Credit Agreement is further amended by adding a definition for the term "Debt to Operating Cash Flow Ratio", as follows:

1.1.44.1 "Debt to Operating Cash Flow Ratio" means the ratio of Debt outstanding to Operating Cash Flow, both calculated as at the end of the most recently completed fiscal quarter of the Borrower.

(b)   Section 1.1 of the Credit Agreement is further amended by adding a definition for the term "First Amendment Agreement", as follows:

1.1.54.1 "First Amendment Agreement" means the first amendment agreement to this Credit Agreement made as of the 12th day of April 2001 between the Borrower, the Agent and certain Lenders.

(c)   Section 1.1 of the Credit Agreement is further amended by adding a definition for the term "2006 Public Debt", as follows:

1.1.113.1 "2006 Public Debt" means the indebtedness owing by the Borrower under the trust indenture dated 30 May 1996 among the Borrower and the trustees therein named under which Cdn. $160,000,000 10¹/2% senior secured notes due 1 June 2006 were issued, of which Cdn. $160,000,000 principal amount is outstanding as of the date of the First Amendment Agreement.

(d)   Section 1.1 of the Credit Agreement is further amended by adding a definition for the term "2007 Public Debt", as follows:

6

1.1.113.2 "2007 Public Debt" means the indebtedness owing by the Borrower under the trust indenture dated 30 September 1997 among the Borrower and the trustees therein named under which U.S.$275,000,000 8.30% senior secured notes due 1 October 2007 were issued, of which U.S. $196,110,000 principal amount is outstanding as of the date of the First Amendment Agreement.

Section 3 — Amendment to Maximum Amount of the Credit

        Section 3.1 of the Credit Agreement is deleted and replaced with the following provision:

3.1 Maximum Amount of the Credit. Subject always to the limitations contained herein, the maximum amount of the Credit extended by this Agreement is Cdn. $700,000,000 or the Equivalent Amount in U.S. Dollars.

Section 4 — Amendment to Mandatory Reductions and Prepayments of the Credit

        Section 3.5 of the Credit Agreement is deleted and replaced with the following provision:

3.5 Mandatory Reductions and Prepayments of the Credit. Subject to the provisions of Section 1.1.69, the aggregate amount of the Available Commitment shall be reduced automatically in the following manner:

(a)

on 30 April 2006, the maximum amount of the Available Commitment, taking into account any reduction prior to such time pursuant to Section 3.4 (as used in this Section, the "Original Base Amount") will be reduced by 20%;



(b)

on 30 April 2007, the Original Base Amount will be reduced by an additional 20%; and



(c)

on the Maturity Date, the Available Commitment shall be reduced to nil.

The Borrower shall on each date listed above (or the immediately preceding Business Day if that date is not a Business Day), make any payment required by such reduction to the Agent on behalf of the Lenders so that the Aggregate Outstandings do not exceed the Available Commitment as so reduced.

7

Section 5 — Amendment to Standby Fees

        Section 3.15 of the Credit Agreement is deleted and replaced with the following provision:

3.15 Stand-by Fee. On the last Business Day of March, June, September and December in each year and on the Maturity Date for the period commencing on the date of the last payment and ending on the Maturity Date, the Borrower shall pay to the Agent at the Agent's Branch of Account, for the account of each Lender in its Lender's Proportion, a Stand-by Fee in Canadian Dollars in an amount equal to: (a) 0.50% per annum calculated on the daily unused portion from time to time of the Available Commitment if the daily weighted average of the used portion of the Credit for such period is equal to or exceeds one-half of the Available Commitment; or (b) 0.625% per annum calculated on the daily unused portion from time to time of the Available Commitment if the daily weighted average of the used portion of the Credit for such period is less than one-half of the Available Commitment. The Agent shall promptly distribute such payment to each Lender in its Lender's Proportion. The Stand-by Fee shall accrue from day to day, shall be payable in arrears for the actual number of days elapsed and shall be calculated on the basis of a calendar year. The initial calculation of the Stand-by Fee as amended by the First Amendment Agreement shall be made commencing on the date that the First Amendment Agreement is entered into. For greater certainty, Stand-by Fees payable for the period prior to the date of the First Amendment Agreement will be calculated and payable on 12 April 2001 based on the terms of the Credit Agreement prior to amendment by the First Amendment Agreement.

Section 6 — Interest Periods for LIBO Advances and terms of Bankers' Acceptances

        Article 4 of the Credit Agreement is amended by adding the following provision as Section 4.6 thereof:

4.6 Interest Periods for LIBO Advances and terms of Bankers' Acceptances. Notwithstanding any other provision of this Agreement, the Borrower shall not, at any time, be permitted to select an Interest Period for any LIBO Advance or a term for any Banker's Acceptance which extends beyond the earliest of the dates set forth in Section 1.1.69 which is potentially applicable at such time.

8

Section 7 — Additional Provisions relating to Bankers' Acceptances

        The following provisions shall be added as, respectively, Sections 4.4.6.1 and 4.4.6.2 of the Credit Agreement:

4.4.6.1 Settlement Procedures. Each Lender shall be authorized to deposit Bankers' Acceptances and otherwise complete settlement procedures with the clearing house in accordance with the Depository Bills and Notes Act (Canada).

4.4.6.2 Power of Attorney re Bankers' Acceptances. In order to facilitate the issuance from time to time of Bankers' Acceptances pursuant to this Agreement, the Borrower authorizes each of the Lenders, and for this purpose appoints each of the Lenders the lawful attorney of the Borrower, to complete and sign, on the Borrower's behalf by handwritten, facsimile or mechanical signature, blank non-interest bearing drafts bearing such distinguishing letters and numbers as the relevant Lender may determine, and, once so completed and signed to accept them as Bankers' Acceptances under this Agreement and then purchase, discount or negotiate such Bankers' Acceptances in accordance with the provisions of this Agreement. Bankers' Acceptances so completed and signed on behalf of the Borrower by any Lender shall bind the Borrower as fully and effectively as if so performed by duly authorized officers of the Borrower. No Lender shall be liable for any damage, loss or other claim arising by reason of any loss or improper use of any Bankers' Acceptance which has been completed and signed by a Lender except a loss or improper use arising by reason of the gross negligence or willful misconduct of such Lender or except if it fails to exercise the same degree of care it normally exercises in relation to drafts completed by or on behalf of its customers.

Section 8 — Amendment to Purchase Money and Supplier Obligations Covenant

        Subparagraph (b)(iii) of Section 7.1.11 of the Credit Agreement is deleted and replaced with the following provision:

7.1.11(b)(iii) those under which the aggregate principal amount outstanding at any time does not exceed 10% of the Borrower's tangible Property on a Consolidated basis (being the gross book value of all of the Borrower's Property less the aggregate of (w) the net book value of all its licenses, patents, patent applications, copyrights, trademarks, trade names, goodwill, non-compete agreements, organizational expenses and other like intangibles, (x) unamortized debt discount and expenses, (y) all reserves for depreciation, obsolescence, depletion and amortization of its Property, and (z) all other proper reserves which in accordance with GAAP should be provided in connection with the business conducted by the Borrower).

9

Section 9 — Amendment to Investments Covenant

        The preamble of Section 7.1.13 of the Credit Agreement is deleted and replaced with the following provision:

7.1.13 Investments. No Obligor will make any Investment if either before or as a result of such Investment the ratio of Debt (including Inter-Company Subordinated Debt) to Operating Cash Flow of the Borrower, on a Consolidated basis, exceeds (or would exceed) 4.0 to 1, except for the following Investments made when no Default or Event of Default has occurred or would occur as a result:

Section 10 — Amendment to Annualized Operating Cash Flow to Pro Forma Debt Service Ratio

        Section 7.1.14 of the Credit Agreement is deleted and replaced with the following provision:

7.1.14 Operating Cash Flow to Pro Forma Debt Service Ratio. The Borrower, on a Consolidated basis, will not permit the ratio of Operating Cash Flow calculated as at the end of each of its fiscal quarters to Pro Forma Debt Service for the twelve months next following such fiscal quarter, to be less than 1.1 to 1 at the end of any fiscal quarter.

Section 11 — Amendment to Senior Debt to Annualized Operating Cash Flow Ratio

        Section 7.1.15 of the Credit Agreement is deleted and replaced with the following provision:

7.1.15 Senior Debt to Operating Cash Flow Ratio. The Borrower, on a Consolidated basis, will not permit the Senior Debt to Operating Cash Flow Ratio calculated as at the end of each of its fiscal quarters ending on or after 31 March 2001, to be greater than:

10

(a)

5.50 to 1 at the end of each fiscal quarter beginning with the fiscal quarter ending 31 March 2001 up to and including the fiscal quarter ending 30 June 2002;



(b)

5.25 to 1 at the end of each fiscal quarter beginning with the fiscal quarter ending 30 September 2002 up to and including the fiscal quarter ending 31 December 2003;



(c)

4.75 to 1 at the end of each fiscal quarter beginning with the fiscal quarter ending 31 March 2004 up to and including the fiscal quarter ending 31 December 2004; and



(d)

4.5 to 1 at the end of each fiscal quarter thereafter.

Section 12 — Amendment to Operating Cash Flow to Consolidated Interest Expense Ratio

        Section 7.1.16 of the Credit Agreement is deleted and replaced with the following provision:

7.1.16 Operating Cash Flow to Consolidated Interest Expense Ratio. The Borrower, on a Consolidated basis, will not permit the ratio of Operating Cash Flow to Consolidated Interest Expense, calculated at the end of each of its fiscal quarters, to be less than 1.75 to 1 at the end of any such fiscal quarter.

For the purposes only of this Section 7.1.16, "Consolidated Interest Expense" shall include all interest expense paid or accrued for Debt during the four most recently completed fiscal quarters of the Borrower plus any interest expense, to the extent that it is paid in cash, which represents interest on Inter-Company Subordinated Debt during such period plus interest expense to the extent paid in cash arising on the compound portion of the interest expense on Inter-Company Deeply Subordinated Debt during such period. For greater certainty, "Consolidated Interest Expense" shall exclude all interest expense relating to transactions contemplated in the definition of Back to Back Shares.

Section 13 — Amendment to Debt to Annualized Operating Cash Flow Ratio

        Section 7.1.17 of the Credit Agreement is deleted and replaced with the following provision:

11

7.1.17 Debt to Operating Cash Flow Ratio. The Borrower, on a Consolidated basis, will not permit the ratio of Debt to Operating Cash Flow calculated as at the end of each of its fiscal quarters ending on or after 31 March 2001, to be greater than:

(a)

6.50 to 1 at the end of each fiscal quarter beginning with the fiscal quarter ending 3.1 March 2001 up to and including the fiscal quarter ending 30 June 2002;



(b)

6.25 to 1 at the end of each fiscal quarter beginning with the fiscal quarter ending 30 September 2002 up to and including the fiscal quarter ending 31 December 2003;



(c)

5.75 to 1 at the end of each fiscal quarter beginning with the fiscal quarter ending 31 March 2004 up to and including the fiscal quarter ending 31 December 2004; and



(d)

5.50 to 1 at the end of each fiscal quarter thereafter.

Section 14 — Amendment to Dividends and Distributions Covenant

        The preamble of Section 7.1.18 of the Credit Agreement is deleted and replaced with the following provision:

7.1.18 Dividends and Distributions. No Obligor shall pay dividends (other than dividends payable in its capital stock) or make other distributions to shareholders or Affiliates of shareholders or make any payments in respect of any Inter-Company Deeply Subordinated Debt (other than the compound portion of interest on Inter-Company Deeply Subordinated Debt) if either before or as a result of such payment the ratio of Debt (including Inter-Company Subordinated Debt) to Operating Cash Flow of the Borrower, on a Consolidated basis, exceeds (or would exceed) 4.0 to 1, except for the following:

Section 15 — Amendment to Disposition of Assets Covenant

        Section 7.1.23 of the Credit Agreement is amended by adding the following provision to the end of paragraph (a) thereof:

12

"...; provided that, notwithstanding the above, a disposition (or dispositions) by the Borrower, by way of a sale and leaseback arrangement of some or all of the towers used in its network is permitted and shall be excluded from the 15% limitation referenced above; or"

Section 16 — Amendment to Amalgamation Covenant

        Section 7.1.24 of the Credit Agreement is deleted and replaced with the following provision:

7.1.24 Amalgamation, etc. No Obligor will liquidate or dissolve or directly or indirectly amalgamate, merge, reorganize or otherwise combine with any other Person other than amongst themselves or with Rogers Wireless Communications Inc. or with any directly or indirectly wholly-owned subsidiary of Rogers Wireless Communications Inc., provided however, any such resulting Person will grant to the Trustee such security or other documentation and take such other actions as are required under the Trust Indenture.

Section 17 — Amendment to Covenant re Currency Hedging

        Section 7.1.25 of the Credit Agreement is deleted and replaced with the following provision:

7.1.25 Currency Hedging. At all times and until repayment of all Additional Senior Debt, the Obligors will utilize currency hedging techniques to hedge for a term at least equal to the lesser of, (A) five years; and (B) the period to 30 April 2008, on a weighted average basis, currency risk on a minimum of 50% of all Additional Senior Debt denominated in a currency other than Canadian Dollars in excess of the Equivalent Amount in Canadian Dollars of U.S. $25,000,000.

Section 18 — Amendment to Capital Expenditures Covenant

        Section 7.1.28 of the Credit Agreement is deleted and replaced with the following provision:

7.1.28 Capital Expenditures. If the Senior Debt to Operating Cash Flow Ratio is less than 4.5 to 1, Capital Expenditures by the Borrower are not restricted by this Section 7.1.28. If the Senior Debt to Operating Cash Flow Ratio is equal to or greater than 4.5 to 1, the Borrower, on a Consolidated basis, shall not make Capital Expenditures in excess of 110% of those set out in that year's Budget. Any budgeted Capital Expenditures not spent in any of the previous fiscal years of the Borrower may be carried forward and added to the amount of Capital Expenditures otherwise permitted in any subsequent year, and it is agreed that the citified forward amount is $185,761,000 as of 31 December 2000. Any carried forward amount shall not be included as a budgeted Capital Expenditure in any subsequent year for the purpose of the threshold calculation set out above.

13

Section 19 — Amendment to Financial Covenant Acknowledgment

        Section 7.2 of the Credit Agreement is deleted and replaced with the following provision:

7.2 Financial Covenant Acknowledgement. The Borrower acknowledges that the covenants in Sections 7.1.13 to 7.1.18 inclusive, 7.1.23, 7.1.25 and 7.1.28 and, to the extent calculated with reference to the Debt to Operating Cash Flow Ratio, the definition of Applicable Margin, have been established and agreed upon on the basis of the accounting policies, practices and calculation methods or components thereof adopted by the Borrower, on a Consolidated basis, and reflected in the Quarterly Reporting Documents for the fiscal year ending 31 December 2000. If any Obligor changes any such accounting policies, practices or calculation methods or components thereof, the Borrower shall provide the Agent, with copies for all Lenders, with all information that the Agent requires to compare Quarterly Reporting Documents provided to the Agent after any change with previous Quarterly Reporting Documents. If the Borrower would be in compliance with all such covenants (based on the most recently delivered Budget and Forecast) using both the changed accounting policies, practices and calculation methods and components thereof and the previous ones, any such change may be adopted by the Borrower for the purpose of determining the ratios and calculations set out above. Otherwise, any such change made without the prior approval of the Majority Lenders shall not be effective for the purpose only of determining the ratios and calculations set out above and such ratios and calculations shall be construed, given effect to and enforced to the fullest possible extent as if such change had not been adopted or permitted.

Section 20 — Amendment to Events of Default

        Section 8.1 of the Credit Agreement is amended by adding the following provision thereto:

8.1(k.1) if there shall have occurred a default under the terms of any existing or future public debt indenture of any financial leverage covenant which is calculated by dividing debt by operating cash flow (or EBITDA) contained in any existing or future public debt indenture under which the Borrower incurs Debt, but only where operating cash flow (or EBITDA) in such covenant is calculated on an annualized basis by multiplying by four the operating cash: flow (or EBITDA) for the Borrower's most recently completed fiscal quarter whether or not there has occurred any demand, acceleration or other action in relation to such default; or

14

Section 21 — Amendment to Provisions Relating to Restricted Subsidiaries

        Section 14.1 of the Credit Agreement is amended by deleting the final paragraph thereof and replacing it with the following provision:

For the purpose of calculating Operating Cash Flow, should a Subsidiary during any quarter be designated as a Restricted Subsidiary, such Subsidiary's Operating Cash Flow shall be included in the calculation of Operating Cash Flow for the four consecutive most recently completed fiscal quarters of the Borrower. If a Restricted Subsidiary becomes an Unrestricted Subsidiary during any fiscal quarter, such Subsidiary's Operating Cash Flow shall be excluded from Operating Cash Flow for the four consecutive most recently completed fiscal quarters of the Borrower.

Section 22 — Amendment to Schedule A — Compliance Certificate

        Paragraph (g) of Part One of Schedule A to the Credit Agreement is deleted and replaced with the following provision:

(g)

that the Applicable Margin at the end of the fiscal quarter ending (date) is (    •    %) p.a. in the case of any Prime Rate Advances or any Base Rate Advances and is (    •    %) p.a. in the case of any LIBO Advances or any Bankers' Acceptances since the Debt to Operating Cash Flow Ratio was (ratio) on (date), as set out in the attached Schedule 1;

Section 23 — Conditions Precedent to Effectiveness of this First Amendment Agreement

        The amendments set forth in this First Amendment Agreement shall become binding on the Lenders only upon satisfaction of the following conditions precedent:

(a)

execution and delivery of this First Amendment Agreement by the Borrower;



(b)

execution of this First Amendment Agreement by each of the Lenders;

15

(c)

the Agent having received the following material in each case in form and substance satisfactory to the Lenders and duly executed:



(i)

the opinion of Torys, counsel to the Borrower, with respect to this First Amendment Agreement and other related documentation, if any; and



(ii)

such corporate resolutions, incumbency and other certificates as may be reasonably required in connection with this First Amendment Agreement and other related documentation, if any, and the transactions contemplated hereby and thereby;



(d)

receipt by the Agent of accrued and unpaid (i) interest on Prime Rate Advances and (ii) Standby Fees, in each case owing up to but excluding 12 April 2001;



(e)

receipt by each Lender of a restructuring fee based on each such Lender's commitment, equal to the amount set forth below such Lender's name on the execution pages hereof; and



(f)

no Default or Event of Default having occurred and continuing as at the date of this First Amendment Agreement.

Section 24 — Representations of Borrower

        The Borrower represents and warrants to each Lender and to the Agent that:

(a)

it is a corporation duly incorporated or amalgamated, organized and validly existing under the laws of Canada and is in all material respects in compliance with the laws of Canada and the laws of those provinces in which it carries on business;



(b)

the entering into and the performance by the Borrower of this First Amendment Agreement (i) is within its powers and has been duly authorized by all necessary corporate action on its part, and (ii) does not in any material adverse manner conflict with or result in the violation of the terms of its constating documents or by-laws or of any law, regulation, franchise, licence, ordinance, decree or judgment having application to it as of the date hereof or of any agreement or other document to which it is a party or by which it maybe bound; and

16

(c)

there are no consents or other agreements required from third parties to avoid this agreement causing a breach or default under any other agreement to which it is a party.

Section 25 — Continuing Effect of Credit Agreement and Security

        Except as amended by this First Amendment Agreement, the Credit Agreement shall remain in full force and effect, without amendment, and is hereby ratified and confirmed. Without in any way limiting the terms of the Credit Agreement or any other document or instrument relating thereto, the Borrower confirms that the Security made or granted by it pursuant to or in connection with the Credit Agreement remains in full force and effect and shall continue to secure the Obligations, including but not limited to any Obligations arising as a result of this First Amendment Agreement, all notwithstanding the amendments to the Credit Agreement contained herein.

Section 26 — Counterparts and Facsimile

        The First Amendment Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original and such counterparts together shall constitute one and the same agreement. For the purposes of this Section, the delivery of a facsimile copy of an executed counterpart of this First Amendment Agreement shall be deemed to be valid execution and delivery thereof. Each party so delivering a facsimile copy shall also deliver an original copy of this First Amendment Agreement forthwith following such facsimile transmission.

Section 27 — Interpretation

        Capitalized terms used herein, unless otherwise defined or indicated herein, have the respective meanings defined in the Credit Agreement. This First Amendment Agreement and the Credit Agreement shall be read together and have effect so far as practicable as though the provisions thereof and the relevant provisions hereof are contained in one document.

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Section 28 — Governing Law

        The parties agree that the First Amendment Agreement shall be conclusively deemed to be a contract made under, and shall for all purposes be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable in the Province of Ontario.

[Note: the balance of this page has been intentionally left blank]

18

IN WITNESS OF WHICH, the parties have executed this First Amendment Agreement.

ROGERS WIRELESS INC.
By:	/s/ Alan Horn Alan Horn Vice-President
By:	/s/ M. Lorraine Daly M. Lorraine Daly Vice-President, Treasurer
1 Mount Pleasant Road Toronto, Ontario M4Y 2Y5
Attention: Senior Vice-President, and Chief Financial Officer Telecopier: (416) 935-7593
with a copy to:
Rogers Communications Inc. 333 Bloor Street East Toronto, Ontario M4W 1G9
Attention: Vice-President, Treasurer Telecopier: (416) 935-3598

[signature page for First Amendment Agreement dated as of 12 April 2001 relating to Roger Wireless Inc.]

THE BANK OF NOVA SCOTIA as Lender and Agent
By:	/s/ R.M. Miret R.M. Miret Managing Director
By:	/s/ S.J. Torrens S.J. Torrens Managing Director

[Remainder of signature pages omitted]

QuickLinks

EXHIBIT (b)(2)

EX-99.12

EXHIBIT (b)(3)

Rogers Communications Inc.
333 Bloor Street East
Toronto, Ontario M4W 1G9
www.rogers.com

September 30, 2004

ROGERS WIRELESS INC.
One Mount Pleasant Road
Toronto, Ontario M4Y 2Y5

Dear Sirs:

In order to provide Rogers Wireless Inc. ("RWI") with sufficient funds to acquire all of the equity interests of Microcell Telecommunications Inc., Rogers Communications Inc. ("RCI") confirms that RCI will lend up to $900 million on or before January 31, 2005 to RWI to assist with the completion of the above-referenced acquisition on the following terms and conditions:

•

the loan will be non-revolving and on an unsecured subordinated basis, as required under the terms and conditions of the RWI debt instruments;



•

the advance will be evidenced by a promissory note which will reference the terms of subordination in RWI's debt instruments;



•

upfront fee to be paid by RWI upon funding of ¹/2% of the amount advanced with a further ¹/4% to be paid at the end of each of the sixth month, ninth month and twelfth month subsequent to initial funding and based, in each case, on the amount outstanding at that time;



•

interest at an annual rate of 6% per annum will be charged on the outstanding balance of the loan, payable on the last business day of each month;



•

prepayable in whole or in part without penalty;



•

all amounts outstanding are to be paid in full on the date that is 24 months subsequent from the date of initial funding.

Yours truly,

ROGERS COMMUNICATIONS INC.
Per:	/s/ Alan Horn VP, Finance & CFO
Per:	/s/ Edward S. Rogers, O.C. President & CEO

Acknowledged and Agreed this    day of September, 2004

ROGERS WIRELESS INC.

Per:	/s/ Nadir Mohamed President & CEO
Per:	/s/ John Gossling Senior VP & CFO

EX-99.13

EXHIBIT (d)(2)

Microcell Telecommunications Inc.
800 de la Gauchetière Street West, Suite 4000
Montréal, Quebec H5A 1K3 Canada

	July 14, 2004
Rogers Communications Inc. and Rogers Wireless Communications Inc.

Ladies and Gentlemen:

In order to allow you to evaluate a possible acquisition, merger, investment, strategic alliance or other transaction (the "Proposed Transaction") involving Microcell Telecommunications Inc. (collectively with its subsidiaries and affiliates, the "Company"), the Company proposes to disclose to you certain information about the Company (other than Highly Confidential Information (as defined below), the disclosure of which will be made upon such further terms and safeguards as shall be agreed hereafter). All such information furnished by us or our Representatives (as defined below), whether oral or written, and regardless of the manner in which it is furnished (including whether or not it is specifically described as confidential), is of a confidential and proprietary nature, the disclosure of which would have an adverse effect on the business or affairs of the Company, and is referred to in this letter agreement as "Confidential Information". "Confidential Information" shall also include all copies or reproductions, as well as any summaries, reports, analyses, notes, extracts or other information that are based on, contain or reflect any Confidential Information (the "Derivative Information"). Confidential Information does not include, however, information which (a) is or becomes generally available to the public other than as a result of a disclosure by you or your Representatives, (b) was made available to you on a non-confidential basis prior to its disclosure by us or our Representatives by a person who was not known by you to be bound by a confidentiality obligation in favour of the Company in respect of such information, (c) you can show was in your lawful possession before you received such information from us, or (d) you can show was independently developed by you or on your behalf. As used in this letter agreement, the terms: (i) "Representative" means in reference to any person, such person's subsidiaries and its and their directors, officers, employees, agents, advisors (including, without limitation, financial and other advisors, bankers, counsel, accountants and any representatives of such advisors); (ii) "person" shall be broadly interpreted to include, without limitation, any corporation, company, partnership, other entity or individual; and (iii) a "Comparable Person" means each of the parties listed in Schedule A and their respective subsidiaries.

Non-Disclosure and Use of Confidential Information

Except as required by law, or unless otherwise agreed to in writing by us, you agree (a) to keep all Confidential Information confidential and not to disclose or reveal any Confidential Information to any person other than your Representatives who are actively and directly participating in your evaluation of the Proposed Transaction or who otherwise need to know the Confidential Information for the purpose of evaluating the Proposed Transaction and to cause those persons to observe the terms of this letter agreement, (b) not to use Confidential Information for any purpose other than in connection with your evaluation of the Proposed Transaction, (c) not to (and to cause your Representatives not to) contact or attempt to contact, in connection with the Proposed Transaction, any customer, employee (other than the President and Chief Executive Officer) or supplier of the Company, or any of their respective Representatives, other than in respect of their holdings of securities of the Company. You will take all necessary precautions or measures as may be reasonable in the circumstances to prevent improper access to the Confidential Information by your Representatives, and (d) not to take any action which would result in your "acting jointly or in concert" (as such expression may be understood under Canadian or United States federal, provincial or state securities laws) with any other person in connection with the Proposed Transaction or any "Proposed Transaction" of such person; except that you are entitled to contact, have discussions and enter into agreements with any person and/or their Representatives with respect to any future transactions relating to the transfer of the assets and/or liabilities of the Company, provided that you will not disclose Confidential Information to such person nor make any agreement or collude in respect of the price at which a take-over bid might be made by you or such person (it being understood that you are entitled to make an agreement which refers to the price at which a take-over bid might be made by you, provided it is directly related to the price or terms of any agreement to be entered into with such person relating to the transfer of the assets and/or liabilities of the Company).

All requests by you or your Representatives for Confidential Information, meetings with Company's personnel or Company Representatives or inspections of the Company's facilities shall be made to representatives of the Company's financial advisors, J.P. Morgan Securities Inc. or N M Rothschild & Sons Canada Securities Limited.

Disclosure Required by Law

In the event that you are requested pursuant to, or required by, applicable law or regulation or by legal process to disclose any Confidential Information, you agree that you will provide us with prompt written notice of such request or requirement in order to enable us to seek an appropriate protective order or other remedy, to consult with you with respect to our taking steps to resist or narrow the scope of such request or legal process, or to waive compliance, in whole or in part, with the terms of this letter agreement. In any such event you will use your reasonable best efforts to cooperate with us to obtain a protective order and to ensure that all Confidential Information that is disclosed will be accorded confidential treatment.

Compliance with the Competition Act and Others

To the extent that it is necessary to prepare filings, submissions or representations to or responses to inquiries (collectively, the "Representations") from the Commissioner of Competition under the Competition Act (Canada) or her designees or any other Representations to any other similar governmental agencies (collectively, the "Governmental Agencies") in connection with the Proposed Transaction, the Company will provide the necessary Confidential Information to make such Representations, provided that it or its legal counsel may in its sole discretion designate Confidential Information that might be requested for such purpose or for the purpose of evaluating the Proposed Transaction as highly confidential where the Company or its legal counsel reasonably and in good faith believes that disclosure of such Confidential Information: (i) would enable any recipient or Representative thereof to derive a competitive advantage therefrom or (ii) may, in the Company's opinion, be perceived by the Government Agencies as possibly facilitating anti-competitive behaviour between the Company and the recipient ("Highly Confidential Information"). Highly Confidential Information shall be disclosed only to your external legal counsel and financial and other advisors and only to the extent necessary for and for the sole purpose of preparing Representations, provided that as a condition to the disclosure of Highly Confidential Information, such legal counsel and financial and other advisors shall agree in writing not to disclose any Highly Confidential Information to any person (including you and your Representatives) other than the Governmental Agencies. If Highly Confidential Information pertaining to the Company is contained in any Representation, it shall be extracted from all copies of such Representation provided to you or your Representatives. Where Highly Confidential Information could be ascertained from other Confidential Information included in a Representation that has been derived from Highly Confidential Information provided by the Company, such derived Confidential Information shall also be extracted from all copies of such Representation provided to you or your Representatives.

Return of Documents

In the event that the Proposed Transaction is not pursued or consummated by you, you will promptly deliver to us all Confidential Information in your possession or in the possession of any of your Representatives except for that portion of the Confidential Information which consists of Derivative Information which will be destroyed or erased from personal computers and you will so certify, provided, however, that one copy of each document or other matter constituting the Confidential Information may be retained by your external legal counsel, in secure storage, permanently subject to the terms of this letter agreement, for use only in disputes relating to this letter agreement. Any Confidential Information that is not returned or is not susceptible of being returned (including without limitation any oral Confidential Information) shall remain subject to this letter agreement.

No Representation or Warranty

You acknowledge that none of the Company or its Representatives have made or makes any express or implied representation or warranty as to the accuracy or completeness of any Confidential Information, and you agree that none of such persons shall have any liability to you or any of your Representatives relating to or arising from your or their receipt or use of any Confidential Information or for any errors therein or omissions therefrom. You also agree that you are not entitled to rely on the accuracy or completeness of any Confidential Information, and that you and your Representatives shall assume full responsibility for all conclusions derived from the Confidential Information.

Legal Remedy

It is understood and agreed that money damages may not be a sufficient remedy for any breach or threatened breach of this letter agreement and that the Company shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach or threatened breach. In the event that such equitable relief is granted, such remedy or remedies shall not be deemed to be the exclusive remedy or remedies for breach or threatened breach of this letter agreement but shall be in addition to all other remedies available at law or equity to the Company.

Trading

You hereby acknowledge that you are aware that the securities laws of the United States or the states thereof and of Canada or the provinces thereof may prohibit any person who has material, non-public information concerning the Company or a Proposed Transaction involving the Company from purchasing or selling securities of the Company or from communicating such information to any other person.

Standstill Period

During the period commencing on the date of this letter agreement and terminating six (6) months after the date hereof (the "Standstill Period"), without the prior express written consent of the board of directors of the Company, none of you, any of your affiliates or any person acting jointly or in concert with you or any of your affiliates shall in any manner acquire, agree to acquire or make any proposal or offer to acquire, directly or indirectly, any bank or other senior debt, warrants, shares or other securities of the Company.

The provisions of the preceding paragraph shall not apply in the event any third party makes a takeover bid for any securities of the Company, the acceptance of which by securityholders is recommended by the board of directors of the Company or enters into any agreement with the Company or any of its subsidiaries with respect to any material transaction with the Company or any of its affiliates, to enable you to propose a material transaction with the Company or any of its affiliates.

Non-Solicitation of Employees

You agree that you will not, for a period of twelve (12) months after the date hereof, initiate the solicitation for employment of (i) any person who is now employed by the Company and who you have identified principally as a result of access to such person in connection with the disclosure to you of Confidential Information relating to your evaluation of the Proposed Transaction as a person to whom you wish to offer employment or (ii) any officer of the Company named on Schedule B hereto. The foregoing does not prohibit you from making general non-targeted solicitations for employment or from employing any person who is now employed by the Company who might respond to such a general non-targeted solicitation of employment.

Equal Status

In the event the Company enters into, or has entered into, in connection with the strategic review initiated by the Company following the announcement of the Offers, any agreement ("Other CA") covering the granting of access to any Confidential Information to a Comparable Person, which includes any provision or requirement that is less onerous or restrictive than the provisions or requirements contained in this letter agreement under the headings "Standstill Period" and "Non-Solicitation of Employees", then (i) the Company shall promptly provide you with an extract of the provisions containing such less onerous or restrictive provision or requirement (but for greater certainty, not the identity of any Comparable Person) and (ii) at your option, exercisable by written notice within three (3) business days of being advised by the Company of such terms, this agreement will be amended, retroactive to the date hereof, to remove all of the provisions under the heading "Standstill Period" and/or "Non-Solicitation of Employees" as the case may be, and replace them with all of such extracted provisions.

The Company agrees that it will, and will cause its Representatives to, (A) promptly (and, in any event, within three (3) business days of the execution of this letter agreement) (i) provide you with access to all Confidential Information previously made available to any Comparable Person that is a party to any Other CA with the Company, (ii) provide you with access to that information identified in the Data Room Index (the "Data Room Index") provided to you prior to the execution of this Agreement, and (B) during the Standstill Period, promptly (and, in any event, within three (3) business days) provide you with access to any Confidential Information made available subsequent to the date hereof to any Comparable Person pursuant to an Other CA or which represents any updated information in respect of the matters identified in the Data Room Index. The provisions of this paragraph shall terminate on the earlier of (i) six (6) months after the date hereof, or (ii) the date on which the Company enters into an agreement with a third party in respect of a material "Proposed Transaction" with such third party.

The Company agrees that it will only provide access to Confidential Information to a person other than a Comparable Person without providing access to you pursuant to the other terms of this section where the Company has determined that the provision of such Confidential Information to you could reasonably be expected to be materially prejudicial to the Company.

No Legal Obligation

You agree that unless and until a final agreement regarding the Proposed Transaction has been executed by you and us, neither party nor any of their respective Representatives are under any legal obligation and shall have no liability to the other of any nature whatsoever with respect to any Proposed Transaction by virtue of this letter agreement or otherwise.

No Waiver

It is further understood and agreed that no failure or delay by us in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

Governing Law and Jurisdiction

This letter agreement shall be governed by and construed in accordance with the laws of the Province of Quebec applicable to contracts executed in and to be performed in that province. Each party hereto irrevocably submits to the non-exclusive jurisdiction of the courts of the Province of Quebec with respect to any matter arising hereunder or in relation to this letter agreement.

Term

Except as otherwise set forth herein, the obligations under this letter agreement shall terminate eighteen (18) months after the date of this letter agreement as set forth on the first page hereof.

Assignment

Any assignment of this letter agreement by you without our prior written consent shall be void.

Entire Agreement

This letter agreement contains the entire agreement between you and us concerning the subject matter hereof and supersedes any previous agreement between you and us concerning such subject matter and no modification of this letter agreement shall be binding upon you or us, unless approved in writing by each of you and us and no waiver of any provision of this letter agreement shall be binding upon a party unless given by written instrument executed by the party against whom the waiver is sought to be enforced.

Language

The parties hereto have requested that this letter agreement be drafted in the English language. Les parties aux présentes ont demandé que la présente convention soit rédigée en anglais.

Please confirm your agreement with the foregoing by signing and returning to the undersigned the duplicate copy of this letter enclosed herewith.

		MICROCELL TELECOMMUNICATIONS INC.
		By:	/s/  ANDRÉ TREMBLAY Name: André Tremblay Title: President and Chief Executive Officer
		By:	/s/  ANDRÉ BUREAU Name: André Bureau Title: Director
Accepted and Agreed as of the date first written above:
Rogers Communications Inc.		Rogers Wireless Communications Inc.
By:	/s/  EDWARD S. ROGERS Name: Title:	By:	/s/  NADIR H. MOHAMED Name: Title:
By:	/s/  ALAN D. HORN Name: Title:	By:	/s/  JOHN R. GOSSLING Name: Title: