0001047469-04-030094 Sample Contracts

CDN.$800,000,000 AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF 15 MARCH 1997
Credit Agreement • September 30th, 2004 • Microcell Telecommunications Inc • Radiotelephone communications

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

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THIS FIRST AMENDMENT AGREEMENT is made as of the 12th day of April, 2001. B E T W E E N:
First Amendment Agreement • September 30th, 2004 • Microcell Telecommunications Inc • Radiotelephone communications

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").

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