ARCHIVED - Telecom Decision CRTC 2002-31

Telecom Decision CRTC 2002-31

Ottawa, 8 May 2002

Amended and Restated Unanimous CPCC Shareholders Agreement

Reference: 8638-C12-45/00

Summary

In this decision, the Commission approves the Amended and Restated Unanimous Shareholders Agreement that was submitted by the Canadian Portable Contribution Consortium, following Decision CRTC 2001-756 regarding small incumbent local exchange carriers.

Background

1.

In Local competition, Telecom Decision CRTC 97-8, 1 May 1997 (Decision 97-8), the Commission established a portable contribution regime whereby toll contribution collected by local exchange carriers (LECs) would be remitted to a central fund for distribution to all eligible high-cost residential service providers. This portable contribution regime required the establishment of a fund and the selection of a fund administrator. The Commission requested that the CRTC Interconnection Steering Committee (CISC) put forward proposals for consideration by the Commission. Based on recommendations from the CISC, the Canadian Portable Contribution Consortium (CPCC) was incorporated on 23 October 1997, to establish and supervise measures designed to implement the portable contribution regime.

2.

The CPCC and its shareholders entered into the original Unanimous Shareholders Agreement (the original USA) and the Administrative Services Agreement, effective 31 October 1997, to govern the organization and operation of the CPCC, the relationship between the shareholders of the CPCC and the recovery of its expenses. The shareholders at that time consisted of those LECs choosing to offer local service pursuant to Decision 97-8.

3.

In Changes to the contribution regime, Decision CRTC 2000-745, 30 November 2000, the regulatory regime applicable to portable contribution was modified. In that decision, the Commission directed the CPCC to identify implementation issues and to propose solutions for Commission consideration. These tasks included the revision of CPCC agreements to reflect the additional participants in the portable contribution regime and other significant changes in the organization and operation of the CPCC, as set out in that decision. A new shareholders agreement was required.

4.

In Unanimous Shareholders Agreement, Telecom Order CRTC 2001-687, 31 August 2001, following proposals by the CISC working group members, the Commission approved the revised Unanimous Shareholders Agreement (the revised USA). The revised USA has governed the CPCC and its shareholders since 7 September 2001.

5.

The revised USA established the terms governing the organization and operation of the CPCC, the relationship of the shareholders of the CPCC, and the respective rights and obligations of each of the parties in their capacity as shareholders with respect to the operation and business of the CPCC. The revised USA also provided certain restrictions on the ability of shareholders to transfer their interests in the CPCC. Shareholders contemplated in the revised USA include the incumbent local exchange carriers (ILECs), the competitive local exchange carriers (CLECs) or potential CLECs, the interexchange carriers/resellers, the wireless service providers, and other telecommunications service providers participating in the portable contribution regime. The revised USA specified a different class of shares for each type of shareholder.

6.

In Regulatory framework for the small incumbent telephone companies, Decision CRTC 2001-756, 14 December 2001 (Decision 2001-756), the Commission stated that the revenue-based contribution regime requires the small incumbent local exchange carriers (small ILECs) that are eligible recipients of portable contribution to become members of the CPCC by entering into the revised USA.

7.

In an application dated 26 March 2002, the CPCC requested Commission approval of the English and French versions of the amended and restated Unanimous Shareholders Agreement (the amended and restated USA) to take into account, among other things, the requirements set out in Decision 2001-756.

The proposed amendments to the USA

8.

The proposed amendments set out in the amended and restated USA are designed to:

ii) restrict the eligibility to hold Class F shares to persons that qualify as small ILECs;

9.

In its submission, the CPCC noted that the shareholders of CPCC will be asked to approve the proposed amended and restated USA at the shareholders' meeting on 8 May 2002. In accordance with section 12.1 of the USA, approval of the proposed amendments will require the affirmative vote of either (i) two-thirds of the holders of each class of shares, voting exclusively and separately as a class, or (ii) 95% of all of the shareholders.

10.

In order that the proposed amended and restated USA may be effective as soon as the Class F shares have been created and the shareholders have provided such approval, the CPCC requested that the Commission grant its approval of the English and French versions of the proposed amended and restated USA. The CPCC requested that the approval be conditional on the proposed amendments being approved by the shareholders in accordance with section 12.1 of the USA. The CPCC undertook to file with the Commission, a copy of each version of the amended and restated USA as executed by CPCC and certified by the Secretary of CPCC as having received the requisite approval of the shareholders.

Commission findings and determination

11.

The Commission notes the CPCC's submission that the proposed amendments are essential to accommodate the requirements of Decision 2001-756. The Commission is of the view that these proposed amendments achieve the appropriate organizational changes to implement Decision 2001-756.

12.

Therefore, conditional on the proposed amendments being approved by the shareholders in accordance with section 12.1 of the USA, the Commission approves the attached French and English Amended and Restated Unanimous Shareholders Agreement. The Commission directs the CPCC to file a copy of the amended and restated USA in the final form bearing counterpart signatures of all the parties.

Secretary General

This document is available in alternative format upon request and may also be examined at the following Internet site: www.crtc.gc.ca

AMENDED AND RESTATED
UNANIMOUS SHAREHOLDERS AGREEMENT

THIS UNANIMOUS SHAREHOLDERS AGREEMENT made and entered into effective as of the 7th day of September, 2001, as amended by an amending agreement effective as of the 8th day of May, 2002

BETWEEN:

EACH OF THE PERSONS LISTED IN APPENDIX A TO THIS AGREEMENT
(hereinafter called the"Shareholders" collectively  and a "Shareholder" individually),

- and -

CANADIAN PORTABLE CONTRIBUTION CONSORTIUM INC./CONSORTIUM CANADIEN POUR LA CONTRIBUTION PORTABLE INC.,
a corporation incorporated under the laws of Canada (hereinafter called "Corporation").

WHEREAS:

(a) the Corporation was incorporated under the Canada Business Corporations Act by articles of incorporation filed, and certificate of incorporation issued, on October 23, 1997;

(b) the Corporation was incorporated for the purpose of establishing and supervising mechanisms to implement the portable contribution regime established initially in Telecom Decision CRTC 97-8;

(c) the Corporation and its shareholders entered into the Original Shareholders Agreement and the Administrative Services Agreement to govern the organization and operation of the Corporation, the relationship between the shareholders of the Corporation and the recovery of the expenses of the Corporation;

(d) as a result of revisions in the regulatory regime applicable to portable contribution approved by the CRTC in Decision CRTC 2000-745, a number of significant changes in the organization and operation of the Corporation, the relationship between the shareholders of the Corporation and the recovery of the expenses of the Corporation are required;

(e) the authorized capital of the Corporation consists of an unlimited number of Class A Shares, an unlimited number of Class B Shares, an unlimited number of Class C Shares, an unlimited number of Class D Shares, an unlimited number of Class E Shares, and an unlimited number of Class F shares of which seven Class A Shares, 11 Class B Shares, two Class C Shares, four Class D Shares, five Class E Shares, and 39 Class F Shares have been issued and are outstanding as fully paid and non-assessable as at May 8, 2002;

(f) as at May 8, 2002, each of the Shareholders holds one Share of the class indicated opposite the name of the Shareholder in Appendix A to this Agreement; and

(g) the Shareholders have entered into this Agreement to establish the terms governing:

(i) the organization and operation of the Corporation;

(ii) their relationship as Shareholders of the Corporation; and

(iii) the respective rights and obligations of each of the parties in their capacity as Shareholders with respect to the operation and business of the Corporation and to provide certain restrictions on the ability of Shareholders to transfer their interests in the Corporation;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the respective covenants and agreements hereinafter contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties covenant and agree as follows:

1.1 Interpretation. The following terms as used in this Agreement, including the recitals, shall have the meaning indicated below, unless otherwise indicated or the context otherwise requires:

"Act" means the Canada Business Corporations Act (Canada), as amended from time to time and the regulations made thereunder;

"Administrative Services Agreement" means the Amended and Restated Administrative Services Agreement dated as of July 7, 1998, as amended by an amending agreement dated as of October 6, 1998 and an amending agreement dated as of June 8, 2000 made between the Corporation and all of the shareholders of the Corporation in their capacities as users of services provided by the Corporation;

"Administrative Expenses" means those expenses incurred by the Corporation in the ordinary course of its business including, but not limited to, expenses incurred for insurance, bank accounts and banking services, financing charges related to ordinary course expenses, professional and consulting services, office expenses (including, but not limited to, expenses for leased space and office equipment), and personnel expenses;

"Affiliate" means an affiliated body corporate within the meaning of section 2 of the Act;

"Affiliated Group" means any group of Shareholders that are Affiliates of one another;

"Agreement" means this Unanimous Shareholders Agreement, as amended from time to time;

"Articles" means the articles of incorporation of the Corporation, as amended from time to time, a copy of which are attached hereto as Appendix B.

"Auditor" means the firm of chartered accountants or management consultants appointed from time to time by the Corporation to perform auditing functions relating to the Portable Contribution Regime and the CFA Contract;

"Auditor Contract" means the contract entered into between the Corporation and the Auditor with respect to the Portable Contribution Regime pursuant to which the Auditor shall:

(a) perform the auditing functions contemplated by the CFA Contract and the contribution and settlement agreements to which the CFA is a party; and

(b) perform such other auditing functions associated with the Portable Contribution Regime as may be directed by the Corporation;

as amended from time to time, and such other agreements incidental or related thereto;

"Authorized Budget" means the budget approved for the operations of the Corporation for a fiscal year;

"Board" means the board of directors of the Corporation;

"Business Day" means any day of the week other than a Saturday, Sunday or other day on which banks operating in any province of Canada are authorized by law to close;

"By-laws" means the by-laws of the Corporation, as amended from time to time, a copy of which are attached hereto as Appendix C;

"CFA" means the third party central fund administrator of the Portable Contribution Regime;

"CFA Contract" means the National Contribution Fund Administration Agreement entered into between the CFA, the Corporation, the Required Contributors (as defined therein) and the Eligible Recipients (as defined therein) relating to the administration of the Portable Contribution Regime, including the Procedures (as defined therein), as amended from time to time, and such other agreements incidental or related thereto;

"CFA Services Contract" means the agreement between the CFA and the Corporation relating to the performance of the functions of the CFA, including the agreement dated as of December 15, 2001 made between the Corporation and Progestic International Inc. and any successor agreement thereto, as amended from time to time, and such other agreements incidental or related thereto;

"Chairperson" means the chairperson of the Board, as described in section 5.2(a) of this Agreement;

"Class A Shares" means the Class A shares in the capital of the Corporation;

"Class B Shares" means the Class B shares in the capital of the Corporation;

"Class C Shares" means the Class C shares in the capital of the Corporation;

"Class D Shares" means the Class D shares in the capital of the Corporation;

"Class E Shares" means the Class E shares in the capital of the Corporation;

"Class F Shares" means the Class F shares in the capital of the Corporation;

"CLEC" means a Person who has satisfied the requirements to become a competitive local exchange carrier as contemplated by Telecom Decision CRTC 97-8 or as otherwise determined by the CRTC;

"Confidential Information" means, in relation to any Person, any and all information and data relating in any manner to such Person's business, activities, plans, ideas, products, services, policies or intentions (including, without limitation, information of an operational, business, marketing, financial or economic nature), whether or not proprietary in nature, that is of value to such Person and is held by such Person as a trade secret and is not generally known to competitors of such Person or to the public; provided, however, that Confidential Information does not include any information:

(a) that is publicly available by other than unauthorized disclosure;

(b) that is approved for unlimited or unspecified release by the written authorization of the Informant;

(c) that the Recipient can demonstrate was in the Recipient's possession prior to the time of disclosure; or

(d) that the Informant has not expressly communicated the confidential nature of such information and data when such Informant discloses it to the Recipient (whether by marking such property "CONFIDENTIAL" or in some other reasonable manner);

"Control" or "Controlled" means:

(a) the right to exercise a majority of the votes that may be voted at a meeting of the shareholders of a corporation; or

(b) the right to elect or appoint, directly or indirectly, a majority of the directors of a corporation or other Persons who have the right to manage or supervise the management of the affairs and business of a corporation; or

(c) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise;

"Corporation" means Canadian Portable Contribution Consortium Inc./Consortium Canadien pour la contribution portable Inc., or any successor thereto;

"CRTC" means the Canadian Radio-television and Telecommunications Commission or any successor thereto;

"Effective Date" means September 7, 2001;

"Eligibility Criteria" means the Eligibility Criteria for Class A Shareholders, the Eligibility Criteria for Class B Shareholders, the Eligibility Criteria for Class C Shareholders, the Eligibility Criteria for Class D Shareholders, the Eligibility Criteria for Class E Shareholders, and the Eligibility Criteria for Class F Shareholders;

"Eligibility Criteria for Class A Shareholders" means, in respect of each Person which desires or is required to become a holder of Class A Shares of the Corporation, that such Person is an ILEC;

"Eligibility Criteria for Class B Shareholders" means, in respect of each Person which desires or is required to become a holder of Class B shares of the Corporation, that such Person is a CLEC or a Potential CLEC;

"Eligibility Criteria for Class C Shareholders" means, in respect of each Person which desires to become a holder of Class C shares of the Corporation, that such Person is an IXC/Reseller;

"Eligibility Criteria for Class D Shareholders" means, in respect of each Person which desires to become a holder of Class D shares of the Corporation, that such Person is a WSP;

"Eligibility Criteria for Class E Shareholders" means, in respect of each Person which desires to become a holder of Class E shares of the Corporation, that such Person is an Other TSP;

"Eligibility Criteria for Class F Shareholders" means, in respect of each Person which desires to become a holder of Class F shares of the Corporation, that such Person is a Small ILEC;

"Eligible Recipient" means a Shareholder that is an ILEC, a CLEC, or a Small ILEC;

"Extraordinary Approval of the Shareholders" means approval by

(a) a two-thirds majority vote of the holders of each class of Shares, voting exclusively and separately as a class, or

(b) the vote of 95% of all of the Shareholders,

voting in either case on the matters described herein in their capacity as shareholders acting in their own best interests and not bound by any fiduciary obligation to the Corporation;

"Fundamental Matters" means material amendments to the (i) Auditor Contract, (ii) the CFA Contract, including a material amendment to the Procedures (as defined therein), or (iii) the CFA Services Contract; but does not include any such amendments as are mandated by decisions or orders of the CRTC from time to time;

"Informant" means any party to this Agreement that provides Confidential Information to any other party to this Agreement;

"ILEC" means any of TELUS Communications Inc., Saskatchewan Telecommunications, MTS Communications Inc., Bell Canada, Télébec Ltée, TELUS Communications (Quebec) Inc., and Aliant Telecom Inc., or their successors, or any other incumbent local exchange carrier that the CRTC may determine is required or permitted to participate in the Portable Contribution Regime, but, effective as of May 8, 2002, does not include a Small ILEC;

"IXC/Reseller" means a TSP that is not a WSP and that provides

(a) interexchange telecommunications services, and/or

(b) telecommunications services using the facilities or services of other TSPs, that are interconnected to a public switched network;

"LEC" means an ILEC, a CLEC, or a Small ILEC;

"Mandate" means, subject to the Articles, the business that the Corporation is authorized to conduct, as described in section 2.1 of this Agreement;

"National Contribution Fund" means the national contribution fund required to be created pursuant to the Portable Contribution Regime and established by the CFA Contract;

"Non-Recoverable Shareholder Contribution" means the amount of $2,500 described in section 7.1 of this Agreement;

"Original Shareholders Agreement" means the Amended and Restated Unanimous Shareholders Agreement dated as of October 1, 1997, as amended by an amending agreement dated as of October 6, 1998 and an amending agreement dated as of March 8, 2000 made between the Corporation and all of the shareholders of the Corporation;

"Other TSP" means a TSP that is not an IXC/Reseller or a WSP;

"parties" means, collectively, the persons listed in Appendix A to this Agreement, the Corporation and any other person which becomes a party to this Agreement, and "party" means any one of them;

"Person" includes any individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his capacity as trustee, executor, administrator, or other legal representative or governmental authority;

"Portable Contribution Regime" means the regulatory regime for the collection and distribution of contribution pursuant to the approach approved by the CRTC in Telecom Decision CRTC 97-8 and Decision CRTC 2000-745, as the same may be amended or supplemented from time to time by the CRTC;

"Potential CLEC" means a Person that has expressed its intent in writing to the CRTC to enter into a local exchange telephone market and to offer local switched services as a CLEC and whose expression of intent has been acknowledged in writing by the CRTC;

"President" means the president of the Corporation, as described in section 5.2(b) of this Agreement;

"Recipient" means any party to this Agreement that receives Confidential Information from any other party to this Agreement;

"Representative" means, in relation to a Person, an individual that is a director, officer, employee or agent of the Person, or who Controls the Person;

"Required Contributor" means a TSP that has been determined by the CRTC to be required to contribute to the National Contribution Fund from time to time based upon such TSP's revenues from the provision of Canadian telecommunications services;

"Secretary" means the secretary of the Corporation, as described in section 5.2(c) of this Agreement;

"Shareholders" means the parties to this Agreement from time to time other than the Corporation, and "Shareholder" means any one of such Persons individually;

"Shares" means Class A Shares, Class B Shares, Class C Shares, Class D Shares, Class E Shares, Class F Shares and any other shares in the capital of the Corporation which may exist at the relevant time;

"Small ILEC" means any of the small incumbent local exchange carriers identified by the CRTC in Decision CRTC 2001-756, or their successors, or any other small incumbent local exchange carrier that the CRTC may determine is required or permitted to participate in the Portable Contribution Regime;

"Special Approval of the Shareholders" means approval by

(a) majority vote of the holders of each class of Shares, voting exclusively and separately as a class, or

(b) the vote of 90% of all of the Shareholders,

voting in either case on the matters described herein in their capacity as shareholders acting in their own best interests and not bound by any fiduciary obligation to the Corporation;

"TSP" meansa "telecommunications service provider" within the meaning of that term in the Telecommunications Act (Canada) but does not include a LEC; and

"WSP" means a TSP that provides telecommunications services using primarily terrestrial or satellite wireless telecommunications facilities and, for greater certainty, includes a TSP that provides cellular, personal communications, or satellite telephony services.

1.2 Additional Definitions. Unless inconsistent in the subject matter or context, or unless otherwise provided in this Agreement, all other words and terms used in this Agreement shall have the meanings set forth in the Act.

1.3 Certain Rules of Interpretation. In this Agreement:

(a) time is of the essence in the performance of the parties' respective obligations;

(b) unless otherwise specified, all references to money amounts are to Canadian currency;

(c) the descriptive headings of the articles and sections of this Agreement are inserted solely for convenience of reference and are not intended as complete or accurate descriptions of content and shall not be used to interpret the provisions of this Agreement;

(d) the use of words in the singular or plural shall not limit the scope or exclude the application of any provision of this Agreement to such person or persons or circumstances as the context otherwise permits; and

(e) unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day which ends the period and by extending the period to the next Business Day following if the last day of the period is not a Business Day.

1.4 Jurisdiction. This Agreement shall be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated in all aspects as an Ontario contract.

ARTICLE 2

BUSINESS AND ACTIVITIES OF THE CORPORATION

2.1 Mandate of the Corporation. Subject to the Articles, the Corporation's business and activities shall be restricted to the establishment and supervision of mechanisms to provide for the collection and distribution of funds under the Portable Contribution Regime, including:

(a) the negotiation and execution of the CFA Contract, the negotiation of amendments to the CFA Contract, and the termination of the CFA Contract;

(b) the negotiation and execution of the CFA Services Contract, the negotiation of amendments to the CFA Services Contract, the renewal or rebid of the CFA Services Contract and the termination of the CFA Services Contract;

(c) the negotiation and execution of the Auditor Contract, the negotiation of amendments to the Auditor Contract, the renewal or rebid for the Auditor Contract and the termination of the Auditor Contract;

(d) the supervision and oversight of the CFA in the performance of the CFA Contract, as well as any subcontractor, if applicable, to ensure compliance with the CFA Contract and the CFA Services Contract;

(e) the supervision and oversight of the Auditor in the performance of the Auditor Contract, as well as any subcontractor, if applicable, to ensure compliance with the Auditor Contract;

(f) the performance of such duties and obligations as may be imposed on the Corporation under the CFA Contract, the CFA Services Contract or the Auditor Contract or by the CRTC;

(g) engaging in all activities necessary, customary, convenient, incidental or related to any of the foregoing; and

(h) exercising all other powers necessary to or reasonably related to the Corporation's business and activities that may legally be exercised by the Corporation.

2.2 Expansion of Mandate. The business and activities of the Corporation may be expanded by a resolution of the Shareholders approved by Extraordinary Approval of the Shareholders authorizing the filing of articles of amendment by the Corporation to expand the business activities of the Corporation contemplated by the Articles, or in accordance with the directives of the CRTC. If the CRTC directs an expansion of the Mandate of the Corporation, each of the Shareholders agrees to vote in favour of a resolution authorizing the requisite articles of amendment of the Corporation.

ARTICLE 3

SHAREHOLDERS

3.1 Obligation to be a Shareholder. The parties confirm that the Portable Contribution Regime requires each Eligible Recipient to become and remain a shareholder of the Corporation. Potential CLECs and Required Contributors are eligible to become and remain shareholders of the Corporation, but they are not required to do so.

3.2 Holdings of Shares. A Shareholder may hold only one Share. If a Shareholder shall acquire for whatever reason more than one Share, including as a result of the conversion on September 7, 2001 of common shares of the Corporation into Shares, the Shareholder shall either (i) immediately surrender to the Corporation the excess Share or Shares held by the Shareholder, as selected by the Shareholder, for cancellation; or (ii) transfer the excess Share or Shares held by the Shareholder as selected by the Shareholder to an Affiliate or Affiliates pursuant to section 8.3 of this Agreement. For greater certainty, in determining the number of Shares held by a Shareholder, any Share or Shares held by a division of that Shareholder that is not a separate legal entity from the Shareholder shall be deemed to be held by that Shareholder, and that Shareholder shall be required to take the action specified in this section 3.2 so that the Shareholder holds only one Share.

3.3 Members of an Affiliated Group.

(a) Shareholders who are members of an Affiliated Group may together hold more than one Share provided that each Shareholder holds only one Share, but the voting rights that may be exercised by the members of the Affiliated Group in respect of a class of Shares shall, notwithstanding any other provision of this Agreement or of the Articles, be restricted to 40% of the total voting rights that may be exercised by the holders of that class of Shares in any case where there is more than one other Shareholder of that class of Shares in addition to the members of the Affiliated Group and where all of the other Shareholders of that class of Shares are not members of a different Affiliated Group. For greater certainty, there shall be no restriction on the voting rights of the members of an Affiliated Group in respect of any class of Shares where (i) such members are the only Shareholders of that class of Shares, (ii) there is only one other Shareholder of that class of Shares, or (iii) all other Shareholders of that class of Shares are members of a different Affiliated Group.

(b) The Board may at any time or from time to time require a Shareholder to identify in a written certificate to the Secretary of the Corporation all other Shareholders that are, together with the Shareholder, members of an Affiliated Group.

3.4 Eligibility to hold Classes of Shares.

(a) A holder of a Class A Share must satisfy the Eligibility Criteria for Class A Shares at the time of issuance or transfer to the holder of the Class A Share and must continue to satisfy the Eligibility Criteria for so long thereafter as it holds the Class A Share. The Board shall not authorize the issuance (including an issuance resulting from the exercise of the conversion right set forth in the Articles), or consent to the transfer, to a Person of a Class A Share unless the Board is satisfied that such Person satisfies the Eligibility Criteria for Class A Shares.

(b) A holder of a Class B Share must satisfy the Eligibility Criteria for Class B Shares at the time of issuance or transfer to the holder of the Class B Share and must continue to satisfy the Eligibility Criteria for so long thereafter as it holds the Class B Share. The Board shall not authorize the issuance (including an issuance resulting from the exercise of the conversion right set forth in the Articles), or consent to the transfer, to a Person of a Class B Share unless the Board is satisfied that such Person satisfies the Eligibility Criteria for Class B Shares.

(c) A holder of a Class C Share must satisfy the Eligibility Criteria for Class C Shares at the time of issuance or transfer to the holder of the Class C Share and must continue to satisfy the Eligibility Criteria for so long thereafter as it holds the Class C Share. The Board shall not authorize the issuance (including an issuance resulting from the exercise of the conversion right set forth in the Articles), or consent to the transfer, to a Person of a Class C Share unless the Board is satisfied that such Person satisfies the Eligibility Criteria for Class C Shares.

(d) A holder of a Class D Share must satisfy the Eligibility Criteria for Class D Shares at the time of issuance or transfer to the holder of the Class D Share and must continue to satisfy the Eligibility Criteria for so long thereafter as it holds the Class D Share. The Board shall not authorize the issuance (including an issuance resulting from the exercise of the conversion right set forth in the Articles), or consent to the transfer, to a Person of a Class D Share unless the Board is satisfied that such Person satisfies the Eligibility Criteria for Class D Shares.

(e) A holder of a Class E Share must satisfy the Eligibility Criteria for Class E Shares at the time of issuance or transfer to the holder of the Class E Share and must continue to satisfy the Eligibility Criteria for so long thereafter as it holds the Class E Share. The Board shall not authorize the issuance (including an issuance resulting from the exercise of the conversion right set forth in the Articles), or consent to the transfer, to a Person of a Class E Share unless the Board is satisfied that such Person satisfies the Eligibility Criteria for Class E Shares.

(f) A holder of a Class F Share must satisfy the Eligibility Criteria for Class F Shares at the time of issuance or transfer to the holder of the Class F Share and must continue to satisfy the Eligibility Criteria for so long thereafter as it holds the Class F Share. The Board shall not authorize the issuance (including an issuance resulting from the exercise of the conversion right set forth in the Articles), or consent to the transfer, to a Person of a Class F Share unless the Board is satisfied that such Person satisfies the Eligibility Criteria for Class F Shares.

3.5 Access to books and records. The Corporation shall permit access to the books, records and personnel of the Corporation to such personnel of a Shareholder as are authorized, by written notice from time to time, by such Shareholder to the Secretary (the "Authorized Personnel"), provided that such access shall be provided on the following terms:

(a) such access shall be given during normal business hours of the Corporation on reasonable notice by the Authorized Personnel to the Corporation;

(b) the access contemplated herein shall include the rights to obtain copies of any information contained in the books and records;

(c) all information provided under this section 3.5 to a Shareholder shall be deemed to be Confidential Information;

(d) such access shall, in respect of Confidential Information that pertains to Shareholders, be limited to access to aggregated information only, namely, information which does not permit identification of any individual or group of Shareholders other than all Shareholders collectively. For greater certainty such access shall not include access to information regarding any Shareholder other than the Shareholder which the Authorized Personnel represent; and

(e) all costs relating to the provision of such access shall be borne by the Shareholder.

3.6 Financial Statements. The President shall cause to be delivered to each Shareholder as soon as available, and in any event within 90 days after the end of each fiscal year, the unaudited financial statements of the Corporation as of the end of such fiscal year prepared in accordance with generally accepted accounting principles.

3.7 Electronic Communications. Each of the Shareholders hereby consents to the dellivery by the Corporation of any notices, documents or other information to the Shareholder by electronic means, and designates transmission via e-mail to the latest e-mail address of the Shareholder's primary representative as shown in the records of the Corporation, with attachments in Microsoft Word, Excel or PowerPoint formats, Adobe PDF format or such other formats as are generally accessible to users of e-mail in Canada, as the system to be used by the Corporation to send such notices, documents or other information to the Shareholder by electronic means.

4.1 Board of Directors.

(a) Except only to the extent that the powers of the Board are restricted by the Act, the Articles or the express provisions of this Agreement, the Board shall have the overall responsibility for managing and supervising the business and affairs of the Corporation.

(b) In accordance with the Articles, the size of the Board is fixed at eleven directors. The parties confirm that the following are the members of the Board as at May 8, 2002 and that they shall hold office until the next annual meeting of the Shareholders occurring after May 8, 2002:

James Avis
Roy Bruckshaw
Terry Connolly
David Caldwell
[Parke Davis]
Debbie Girard
Roland Henricksen
[Bill Mason]

Candice Molnar
Russell Rath
Cliff Truax
[Ted Woodhead].

[NOTE TO DRAFT: Messrs. Davis, Mason and Woodhead are the three nominees to fill the two positions on the board to be elected by the holders of Class D shares at the shareholders' meeting scheduled for May 8, 2002. Only the names of the two persons elected as directors by the holders of the Class D shares will appear in this section.]

(c) If at any time the CFA advises the Corporation that CLECs as a group have received more than 50% of the funds distributed by the CFA to Eligible Recipients from the National Contribution Fund over a period of at least 12 consecutive months, the Shareholders agree to authorize an amendment to the Articles to provide that the number of members of the Board to be elected by the holders of Class A Shares shall be reduced to "two" from "three" and that the number of members of the Board to be elected by the holders of the Class B Shares shall be increased from "two" to "three".

(d) No more than four Representatives of an Affiliated Group are eligible for election or appointment to the Board. If it transpires for any reason that more than four members of the Board are Representatives of an Affiliated Group, the Secretary shall advise all holders of the class or classes of Shares which elected or appointed such individuals to the Board of this fact, and the holders shall thereupon take all action necessary to remove and replace members of the Board to comply with the requirements of this section 4.1(d).

4.2 Nominees for Election to the Board. The Corporation shall, following consultation with the Shareholders, propose nominees for election to the Board by the holders of each class of Shares. The Corporation shall advise the Shareholders of the names and corporate affiliation of the nominees at least 120 days prior to the anniversary date of the previous annual meeting of shareholders of the Corporation. Holders of shares representing 5% or more of a class of Shares may require the Corporation to include additional nominations for election by that class in the management proxy circular to be forwarded to all Shareholders in connection with the next annual meeting, provided that such additional nominations are received by the Secretary of the Corporation at least ten Business Days prior to the mailing date of the management proxy circular. In addition, all Shareholders shall have the right to propose additional nominations at the annual meeting.

4.3 Removal and Replacement of Directors. A director who has been elected by the holders of a class of Shares may be removed and replaced at any time by a vote of the holders of that class, voting exclusively and separately as a class. Any vacancy occurring on the Board by reason of death, disqualification, inability to act, or resignation of a director who has been elected by the holders of a class of Shares shall be filled only by an individual elected or appointed by a vote of the holders of that class, voting exclusively and separately as a class.

(a) The Secretary shall give each member of the Board and the President at least seven Business Days' notice of each scheduled meeting, and at least three Business Days' notice of each unscheduled meeting of the Board, and a reasonable description of the matters to be discussed at such meeting, provided that failure or omission to send such notice or give such description shall not invalidate the proceedings of any meeting if each member of the Board gives to the Corporation, before or after the meeting, a signed waiver of such notice. Provided further that, failure to send such notice or give such description to the President shall not invalidate the proceedings of any meeting.

(b) A quorum for all meetings of the Board shall consist of six directors. If at any such meeting a quorum is not present within 30 minutes after the time appointed for the meeting, then the meeting shall be automatically adjourned to the same time on the date that is seven days later. At such adjourned meeting, those directors present or participating shall be deemed to constitute a quorum.

(c) Any director who is not able to be present at or participate in a meeting of the Board may, by written notice to the Secretary of the Corporation, authorize an individual to attend or participate in the meeting in the director's place. The Board shall permit such individual to attend or participate in the meeting, but such individual shall not be considered in assessing whether there is a quorum for the meeting and shall not be entitled to vote at the meeting.

(d) All action taken by the Board must be supported by at least two-thirds of those present or participating at a meeting in order to be effective. In addition, all action taken by the Board in respect of Fundamental Matters must also be confirmed by Special Approval of the Shareholders in order to be effective.

(e) The Chairperson at any meeting of the Board may vote as a director, but shall not have a second or casting vote.

4.5 Delegation to Committees. The Board may create a committee or committees of the Board to delegate any or all of its power to, to advise the Corporation, or to perform specified functions under contracts to which the Corporation is a party. Each committee shall be comprised of such individuals (who need not be members of the Board) as the Board may determine, provided that, for so long as any Class C Shares, Class D Shares or Class E Shares are outstanding, each committee includes Representatives of both Eligible Recipients and Required Contributors.

4.6 Reports to the Shareholders. The Corporation shall send to each Shareholder a copy of each notice of meeting of the Board, and all documents pertaining thereto, contemporaneously with the transmission of such notice and documents to the members of the Board. Any Shareholder that does not have a Representative as a member of the Board may request, by written notice to the Secretary of the Corporation, that the Board permit a Representative of the Shareholder to be present at or participate in a meeting of the Board. The Board may permit any such Representative to attend or participate in the meeting, but such Representative shall not be entitled to vote at the meeting. The Corporation shall send to each Shareholder a copy of all minutes of meetings of the Board, whether in draft or final form, contemporaneously with the transmission of such minutes to the members of the Board. All documents and other information provided to the Shareholders or their Representatives under this section 4.6 shall constitute Confidential Information and shall be governed by section 13.1 of this Agreement.

ARTICLE 5

MANAGEMENT

5.1 Officers. The Corporation shall have at least three officers, including the Chairperson, the President and the Secretary.

5.2 Specific Duties of Officers.

(a) The Chairperson shall be appointed by the Board from among the members of the Board to hold office for one year or until his or her successor is elected. Unless the Board determines otherwise, the Chairperson must be appointed on an alternating basis each year from among those directors elected by the Eligible Recipients (the holders of Class A shares, the Class B Shares, and the Class F Shares) and from among those directors elected by the Required Contributors (the holders of the Class C Shares, the Class D Shares and the Class E Shares). The Chairperson, if present or participating, shall chair meetings of the Board.

(b) The President shall be appointed by the Board to hold office for one year or until his or her successor is elected. The President need not be a director. If the President is appointed from among the members of the Board, the President must, unless the Board determines otherwise, be appointed on an alternating basis each year, opposite to the manner of appointing the Chairperson, from among those directors elected by the Eligible Recipients (the holders of Class A Shares, the Class B Shares, and the Class F Shares) and from among those directors elected by the Required Contributors (the holders of the Class C Shares, the Class D Shares and the Class E Shares). Subject to the direction of the Board, the President shall be responsible for the general supervision, management and control of the business of the Corporation.

(c) The Secretary shall be appointed by the Board to hold office for one year or until his or her successor is elected. The Secretary need not be a director. The Secretary shall prepare the agenda for all meetings of the Board, shall prepare minutes of such meetings and shall be responsible for the safekeeping of the books and records of the Corporation.

5.3 Vacancy in Office. Any vacancy in office caused by the resignation, removal, death or incapacity of an officer shall be filled by appointment made by the Board.

5.4 Signing Authority. The authorized signing officers of the Corporation in respect of legal documents or any bank or other financial institution or the opening of any corporate bank accounts shall be as determined by the Board from time to time.

5.5 Auditors/Accountants. Each of the Shareholders confirms that it has consented to a resolution not to appoint an auditor of the Corporation and agrees that it will, unless the Board recommends otherwise, consent to a resolution at each annual meeting of shareholders of the Corporation not to appoint an auditor of the Corporation. The accountants of the Corporation shall be appointed from time to time by the Board, and the parties confirm the current appointment of Deloitte & Touche as accountants of the Corporation.

5.6 Fiscal Year-End. Until changed by the Board, the fiscal year-end of the Corporation shall be December 31.

5.7 Registered Office. The registered office of the Corporation shall be in the Province of Ontario, at such location therein as the Board may from time to time determine.

ARTICLE 6

OTHER MATTERS

6.1 Compliance by Corporation. The Corporation covenants and agrees to be bound by the provisions of this Agreement to the full extent that it has the capacity and power at law to do so.

6.2 Authorized Budget

(a) Not less than 90 days prior to the beginning of each fiscal year, the President shall submit to the Board a budget and business plan for such fiscal year.

(b) The Board shall review and, if deemed appropriate, approve the budget and business plan for each fiscal year. For the purposes of this Agreement, upon such approval, such budget and business plan shall be an Authorized Budget.

(c) No later than 30 days after the end of each fiscal quarter or such other period or periods as the Board may determine from time to time, the President shall submit to the Board a report explaining any material variations between the operations of the Corporation for year-to-date results and the projected operations and budget that were contained in the Authorized Budget.

(d) The Corporation shall not expend any funds or incur any costs in addition to those costs contemplated or contained in the Authorized Budget unless such additional expenditures have been approved by the Board.

6.3 Reimbursement of Administrative Expenses. Upon receipt by the Corporation of an invoice for Administrative Expenses, the Corporation shall forward to the CFA a certificate of an officer of the Corporation stating the amount and nature of the Administrative Expenses in respect of the period specified in such certificate and requesting reimbursement from the National Contribution Fund of such amount as contemplated by the CFA Contract.

6.4 No Reimbursement or Guarantee. The parties agree that no Shareholder will be required to reimburse the Corporation directly for Administrative Expenses or to guarantee any of the obligations of the Corporation.

6.5 Indemnification of Directors and Officers.

(a) Subject to the limitations contained in the Act, the Corporation shall indemnify each director and officer of the Corporation and each former director and officer of the Corporation, or another individual who acts or acted at the Corporation's request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity, if:

(i) the individual acted honestly and in good faith with a view to the best interests of the Corporation, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Corporation's request; and

(ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual's conduct was lawful.

(b) The Corporation shall advance moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in section 6.5(a), provided that the individual shall be required to repay the moneys if the individual does not fulfill the conditions in sections 6.5(a)(i) and 6.5(a)(ii).

(c) Subject to the approval of a court, the Corporation shall indemnify an individual referred to in section 6.5(a) or advance moneys under section 6.5(b) in respect of an action by or on behalf of the Corporation or other entity to procure a judgment in its favour, to which the individual is made a party because of the individual's association with the Corporation or other entity as described in section 6.5(a) against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the individual fufils the conditions in sections 6.5(a)(i) and 6.5(a)(ii).

ARTICLE 7

ISSUANCE OF SHARES

7.1 Issue of Shares. Except as provided in section 10.2 of this Agreement, Shares of the Corporation may only be issued to Persons that:

(a) demonstrate to the satisfaction of the Board that they have satisfied the Eligibility Criteria applicable to the class of Shares that they wish to purchase;

(b) execute and deliver this Agreement or a written counterpart to this Agreement;

(c) pay to the Corporation the subscription price of $10.00 for each Share; and

(d) contribute to the Corporation the amount of $2,500, which amount shall be a Non-Recoverable Shareholder Contribution by such Person to the Corporation.

Upon issuance of a Share to a Person in compliance with this section 7.1, such Person shall be deemed to be a Shareholder for all purposes of this Agreement.

ARTICLE 8

RESTRICTION ON TRANSFERS OF SHARES

8.1 Restrictions on Transfer of Shares

(a) Each of the Shareholders agrees that, except as expressly provided by the provisions of this Agreement, it will not, either directly or indirectly, sell, transfer, assign, mortgage, pledge, charge, hypothecate, encumber, alienate or otherwise dispose of, create a security interest in, grant an option to or cease to be the holder of the Share, or any right or interest therein, at any time now or hereinafter held or owned by or for them (any one of such actions being called in this section 8.1 a "transfer"), except with the prior unanimous consent in writing of all of the other Shareholders, provided that any Shareholder shall be permitted to grant a security interest in the Share held by it as part of a bona fide agreement with its lenders related to a majority of the assets of the Shareholder.

(b) Any actual, attempted, purported or deemed transfer by any Shareholder of its Share or any interest therein which does not comply with the provisions of this Agreement shall be void and of no effect and the Shareholder shall be deemed to have defaulted under this Agreement.

8.2 Share Certificates. All share certificates for Shares issued or to be issued by the Corporation to the Shareholders shall be endorsed with the following legend (as such legend may be amended from time to time to reflect amendments to this Agreement or the parties thereto):

This certificate is issued subject to and the shares represented hereby may not be sold, transferred, assigned, mortgaged, pledged, charged, hypothecated, encumbered, alienated, or otherwise disposed of, except in accordance with the terms of the Unanimous Shareholders Agreement dated as of September 7, 2001, as the same may be amended from time to time, made among all of the shareholders of the Corporation and the Corporation, a copy of which is on file at the registered office of the Corporation.

8.3 Permitted Transfers

Notwithstanding the provisions of section 8.1(a), a Shareholder (the "Transferor") may transfer a Share owned by it to any Affiliate of the Shareholder (the "Transferee"), including by way of corporate reorganization, provided that (i) such Transferee satisfies the Eligibility Criteria applicable to the class of the Share to be transferred; and (ii) such Transferee shall sign an assumption agreement in form and substance reasonably satisfactory to the Corporation and the other Shareholders that provides that the Transferee shall be bound by all the terms and conditions of this Agreement and shall assume all of the obligations of the Transferor under this Agreement.

ARTICLE 9

DEFAULT AND WITHDRAWAL BY ANY SHAREHOLDER

9.1 Events of Default. Except as otherwise expressly provided herein, for the purposes of this Article 9, it is an event of default (a "Default") if a Shareholder (the "Defaulting Shareholder"):

(a) shall cease to satisfy any of the Eligibility Criteria applicable to the class of the share held by that Shareholder;

(b) shall, except as otherwise expressly provided herein, commit or allow to be committed a material breach of any covenant, promise, obligation or undertaking contained in this Agreement or the CFA Contract to be performed or observed by the Shareholder, and such breach or failure (if such breach shall be of a remediable nature) shall not have been remedied within 30 days following receipt by the Shareholder of a written notice from the Corporation of such breach or failure;

(c) fails to take reasonable actions to prevent or defend any action or proceeding in relation to its Share which is the subject of seizure, execution, or attachment or which action or proceeding claims possession, sale, foreclosure, the appointment of a receiver or receiver-manager of its assets, or forfeiture or termination, of or against, the Share of the Defaulting Shareholder, and such failure continues for 30 days after the Corporation has in writing demanded that the same be taken or the Defaulting Shareholder fails to defend successfully any such action or proceeding;

(d) becomes bankrupt or commits an act of bankruptcy or if a receiver or receiver-manager of its assets is appointed or it makes an assignment for the benefit of creditors or otherwise; or

(e) shall commit or allow to be committed a material breach of any covenant, promise, obligation or undertaking to be performed or observed by the Shareholder contained in any other agreement to which the Corporation and the Shareholder are parties.

The date of Default, or the date on which the 30 day period (or such shorter period as permitted for remediation), as applicable, expires without remedy of the breach or failure is herein referred to as the "Default Date". The Corporation shall forthwith notify all Shareholders of any Default of which it becomes aware in respect of any Shareholder and of the applicable Default Date.

9.2 Remedies. Upon the Default Date under section 9.1, the Defaulting Shareholder shall no longer have any rights under this Agreement, except as required to enable the remaining Shareholders to perform their obligations under existing contractual arrangements. In addition to any remedy otherwise available to it, the Corporation may upon approval by the Board and Special Approval of the Shareholders (excluding the Share held by the Defaulting Shareholder), do any of the following:

(a) suspend performance and observance of any or all of the obligations of the Shareholders not in Default or the Corporation to the Defaulting Shareholder under this Agreement;

(b) take all actions in its own name or in the names of the Defaulting Shareholder and the Shareholders as may reasonably be required to cure the Default, in which event all payments, costs and expenses incurred therefor shall be payable by the Defaulting Shareholder to the Shareholders not in Default or the Corporation, as the case may be, on demand; or

(c) repurchase for cancellation the Defaulting Shareholder's Share at a price equal to the price at which such Share was originally issued to the Defaulting Shareholder. For greater certainty, the Non-Recoverable Shareholder Contribution shall not be repaid to the Shareholder upon such repurchase.

9.3 Withdrawal by Any One Shareholder. A Shareholder may cease to be a party to this Agreement and be released from all of its obligations under this Agreement, other than its obligations under article 13 and section 14.11, at any time effective 60 days after written notice to this effect is given to all of the other Shareholders and the certificate for the Share held by the withdrawing Shareholder has been surrendered to the Corporation for cancellation without compensation. For greater certainty, the Non-Recoverable Shareholder Contribution shall not be repaid to any withdrawing Shareholder.

ARTICLE 10

TRANSITIONAL MATTERS

10.1 Termination of Agreements.

(a) The parties to this Agreement who were parties to the Administrative Services Agreement hereby agree that the Administrative Services Agreement was terminated effective April 1, 2001, without the need for a formal termination agreement or any other action on the part of any party thereto.

(b) The parties to this Agreement who are parties to the Original Shareholders Agreement hereby agree that the Original Shareholders Agreement is terminated as of the Effective Date, without the need for a formal termination agreement or any other action on the part of any party thereto, and that the Original Shareholders Agreement is superseded in its entirety by this Agreement as of the Effective Date.

10.2 Status of Former Shareholders.

The parties confirm that each of the common shares in the capital of the Corporation held by C1.Com Inc., Cannect Communications Inc., Maxlink Communications Inc., and Riptide Networks Inc. were repurchased for cancellation effective April 25, 2001 and that each of the common shares in the capital of the Corporation held by Combined Telecom Inc. and Combined Exchange Telecom Inc. were repurchased for cancellation effective June 22, 2001 pursuant to Article 9 of the Original Shareholders Agreement as a result of the failure of these Persons to satisfy the Eligibility Criteria for Shareholders (as defined in the Original Shareholders Agreement) or as a result of the bankruptcy or insolvency of these Persons. If, however, any of these Persons demonstrates to the satisfaction of the Board that such Person should continue to be a shareholder of the Corporation, the Board shall issue a Share of the appropriate class to such Person against receipt from such Person of an executed written counterpart to this Agreement and a nominal subscription price of $1.00. Such Person shall thereafter be deemed to be a Shareholder for all purposes of this Agreement.

ARTICLE 11

DISSOLUTION

11.1 Dissolution. Subject to the provisions of the Act, the Corporation shall be dissolved upon approval by the Board and the Extraordinary Approval of the Shareholders, such dissolution to take effect on the first anniversary of the date on which the Board voted to dissolve the Corporation. The Secretary shall forthwith notify the Shareholders of any such dissolution.

ARTICLE 12

AMENDMENTS AND TERMINATION OF AGREEMENT

12.1 Amendments. This Agreement, including without limitation the provisions of section 2.1 relating to the Mandate, shall be amended only with the approval of the Corporation and the Extraordinary Approval of the Shareholders. Any such amendment will be binding upon all Shareholders, including any Shareholders that dissented on the Extraordinary Approval of the Shareholders.

12.2 Termination. This Agreement shall terminate upon the approval of the Corporation and the Extraordinary Approval of the Shareholders.

12.3 Consequences of Termination. In the event of termination of this Agreement pursuant to section 12.2, the following provisions shall apply:

(a) Unless otherwise determined by the Board, the Corporation shall be liquidated or dissolved pursuant to the Act; and

(b) the Corporation shall, after payment of all debts of the Corporation, distribute all its remaining assets to the Shareholders as determined pursuant to the Articles.

ARTICLE 13

CONFIDENTIALITY AND USE OF CERTAIN INFORMATION

13.1 Use and Disclosure of Confidential Information.

(a) Each of the parties agrees that it shall not, and it shall use its reasonable best efforts to ensure that any of its Representatives do not, at any time or under any circumstances, without the unanimous consent of the other parties, directly or indirectly communicate or disclose to any Person any Confidential Information howsoever acquired by such party directly relating to or concerning the business and activities of the Corporation or of any Shareholder.

(b) The obligations of the parties under this section 13.1 shall survive any termination of this Agreement.

Shareholder

Contact

Class of Shares

1276998 Ontario Limited c.o.b.
Gateway Telephone Limited
1164 Devonshire Avenue
North Bay, ON
P1B 6X7

Jim Blumson

B

Aliant Advanced Communications Inc.
One Factory Lane
5th Floor
Fort William Building
St. John's, Newfoundland
A1C 5H6

Mark Connors

E

Bell Canada
105 Hotel de Ville
5th Floor
Hull, Quebec
J8X 4H7

Roland Henricksen

A

Bell Intrigna Inc.
111-5th Avenue SW
Suite 2100
Calgary, Alberta
T2P 3X6

Russell Rath

B

Big Pipe Inc.
c/o 630-3rd Avenue SE
Suite 900
Calgary, Alberta
T2P 4L4

Anton Alberts

F

Brooke Telecom Co-Operative Ltd.
3241 Park Street
P.O. Box 40
Inwood, Ontario
N0N 1K0

Jim Janssens

F

Bruce Municipal Telephone System of the Municipality of Kincardine
P.O. Box 80
R.R. 3
Tiverton, Ontario
N0G 2T0

William Sipprell

F

Call-Net Communications Inc.
360 Albert Street
Suite 300
Ottawa, Ontario
K1R 7X7

Don Bowles

C

Cochrane Public Utilities Commission
153 Sixth Avenue
P.O. Box 640
Cochrane, Ontario
P0L 1C0

Monika Malherbe

F

Cogeco Cable Canada Inc.
1 Place Ville Marie
Suite 3636
Montreal, Quebec
H3B 3P2

Francois Audet

B

Futureway Communications Inc.
45 Vogell Road
Suite 101
Richmond Hill, ON
L4B 3P6

Jonathan Holmes

B

GT Group Telecom Inc.
20 Bay Street
9th Floor
Toronto, Ontario
M5J 2N8

George Sekesan

B

Gosfield North Communications Co-operative Limited
128 Talbot Street
P.O. Box 130
Cottam, Ontario
N0R 1B0

Kenneth Bissonnette

F

Hay Communications Co-Operative Limited
P.O. Box 99
Zurich, Ontario
N0M 2T0

William Wagner

F

Huron Telecommunications Co-Operative Limited
P.O. Box 220
60 Queen Street
Ripley, Ontario
N0G 2R0

Glenn R. Grubb

F

Kenora Municipal Telephone System
110 Matheson Street South
Kenora, Ontario
P9N 1T8

Dennis McCaffrey

F

ISP Telecom Inc.
630 Rene Levesque Blvd. West
Suite 2300
Montreal, Quebec
H3B 1S6

Robert Quance

B

La Cie de Téléphone de Courcelles Inc.
c/o SATAT
212 rue Heriot
Drummondville, Quebec
J2C 1J8

Stephen Bray

F

La Compagnie de Téléphone de Lambton Inc.
233 rue du College
Lambton, Quebec
G0M 1H0

Andre Carrier

F

La Compagnie de Téléphone de St-Victor
264 rue St. Joseph
P.O. Box 141
Saint-Victor, Cte Beauce, Quebec
G0M 2B0

Jean Yves Veilleux

F

La Compagnie de Téléphone Upton Inc.
c/o SATAT
212 rue Heriot
Drummondville, Quebec
J2C 1J8

Stephen Bray

F

La Compagnie de Téléphone de Warwick
c/o SATAT
212 rue Heriot
Drummondville, Quebec
J2C 1J8

Stephen Bray

F

La Corporation de Téléphone de La Baie 1993
c/o SATAT
212 rue Heriot
Drummondville, Quebec
J2C 1J8

Stephen Bray

F

Lansdowne Rural Telephone Co. Ltd
Postal Bag 9
Lansdowne, Ontario
K0E 1L0

William Grier

F

Le Téléphone de St-Liboire de Bagot Inc.
c/o SATAT
212 rue Heriot
Drummondville, Quebec
J2C 1J8

Stephen Bray

F

Le Téléphone de St-Ephrem Inc.
31 rue Bureau
St-Ephrem, Quebec
G0M 1R0

Michel Couture

F

Maskatel Inc.
885 rue Marquette
Ste.-Rosalie, Quebec
J0H 1X0

Augustin Guevremont

B

Microcell Connexions Inc.
1250 Rene Levesque Blvd. West
Suite 400
Montreal, Quebec
H3B 4W8

Dean Proctor

D

Mornington Communication Co-Operative Limited
16 Mill Street East
Milverton, Ontario
N0K 1M0

Richard Banks

F

MTS Communications Inc.
P.O. Box 6666, Rm MP19C
333 Main St.
Winnipeg, Manitoba
R3C 3V6

Roy Bruckshaw

A

MT&T Mobility Inc.
One Factory Lane
5th Floor, Fort William Building
St. John's, Newfoundland
A1C 5H6

Mark Connors

D

Nexicom Telecommunications Inc.
5 King Street East
Millbrook, Ontario
L0A 1G0

John E. Downs

F

Nexicom Telephones Inc.
5 King Street East
Millbrook, Ontario
L0A 1G0

R. Paul Downs

F

Northern Telephone Limited
P.O. Box 4000
25 Paget Street
New Liskeard, Ontario
P0J 1P0

Susan Fournier

F

North Renfrew Telephone Co. Ltd.
P.O. Box 70
4 Stewart Street
Beachburg, Ontario
K0J 1C0

Steve Lynn

F

North Frontenac Telephone Corporation Ltd.
146 Foundry Street
Baden, Ontario
N0B 1G0

Murray Pfeifer

F

O.N. Tel Inc.
555 Oak Street East
North Bay, Ontario
P1B 8L3

Kelly O'Gorman

F

People's Telephone Company of Forest Inc.
42 Broadway Street
P.O. Box 700
Forest, Ontario
N0N 1J0

Susan Smith

F

Quadro Communications Co-Operative Inc.
1845 Road 164
P.O. Box 101
Kirkton, Ontario
N0K 1K0

Tim DeWeerd

F

QuebecTel Alize
9 rue Jules-A-Brillant
P.O. Box 903
Rimouski, Quebec
G5L 7E4

Claude Gendron

B

Saskatchewan Telecommunications
2121 Saskatchewan Drive
Regina, SK
S4P 3Y2

Candice Molnar

A

Savage Telecom Canada Ltd.
200 Consumers Road
Suite 708
Toronto, Ontario
M2J 4R4

Michael Savage

B

Sogetel Inc.
111 rue du 12-Novembre
Nicolet, Quebec
J3T 1S3

Alain Duhaime

F

Stratos Wireless Inc.
One Factory Lane
5th Floor, Fort William Building
St. John's, Newfoundland
A1C 5H6

Mark Connors

D

Télébec Ltée
7151 Jean-Talon Est
7th Floor
Anjou, Quebec
H1M 3N8

Jacques DuBerger

A

Tele-Mobile Company
45 O'Connor Street
12th Floor
Ottawa, Ontario
K1P 1A4

Parke Davis

D

Téléphone Guévremont Inc.
c/o SATAT
212 rue Heriot
Drummondville, Quebec
J2C 1J8

Stephen Bray

F

Téléphone Milot Inc.
c/o SATAT
212 rue Heriot
Drummondville, Quebec
J2C 1J8

Stephen Bray

F

TELUS Communications Inc.
10020-100th Street
Floor 21D
Edmonton, Alberta
T5J ON5

Willie Grieve

A

Telus Integrated Communications (2000) Inc.
10020-100th Street
Floor 21F
Edmonton, Alberta
T5J 0N5

Willie Grieve

B

TELUS Communications (Quebec) Inc.
9 rue Jules-A-Brillant
P.O. Box 903
Rimouski, Quebec
G5L 7E4

Claude Gendron

A

The City of Prince Rupert dba Prince Rupert City Telephones dba CityTel
248-3rd Avenue West
Prince Rupert, British Columbia
V8J 1L7

Rob Brown

F

Tuckersmith Communications Co-Operative Limited
General Delivery
Kippen, Ontario
N0M 2E0

Michel Messier

F

Videotron (1998) Ltée
300 Viger Avenue East
Montreal, Quebec
H2X 3W4

Edouard Trépanier

E

Videotron Telecom Ltée
300 Viger Avenue East
Montreal, Quebec
H2X 3W4

Michel Messier

B

Vision.com Centre Inc.
360 Albert Street
Suite 1010
Ottawa, Ontario
K1R 7X7

Suzanne Blackwell

E

Westport Telephone Company Limited
P.O. Box 580
Westport, Ontario
K0G 1X0

Steve Lynn

F

Wightman Telecom ltd.
100 Elora Street North
P.O. Box 70
Clifford, Ontario
N0G 1M0

Paul Wightman

F