Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - representation in original MRRS DecisionDocument was not correct - decision that issuer be deemed tohave ceased to be a reporting issuer would have been grantedwith revised representation - variation order granted.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. c.S.5, as am., ss. 1(1),6(3), 83 and 144.

IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ALBERTA, SASKATCHEWAN, ONTARIO,
QUEBEC, NOVA SCOTIA AND
NEWFOUNDLAND AND LABRADOR

AND

IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR
EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF
CANADIAN SATELLITE COMMUNICATIONS INC.

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Alberta, Saskatchewan, Ontario, Quebec, Nova Scotia and Newfoundlandand Labrador (collectively, the "Jurisdictions") hasreceived an application of Canadian Satellite CommunicationsInc. (the "Corporation") to vary the MRRS DecisionDocument dated September 5, 2001 In the Matter of Canadian SatelliteCommunications Inc. (the "MRRS Decision Document"),which deemed the Corporation to have ceased to be a reportingissuer, or the equivalent, under the Legislation;

AND WHEREAS the Corporation wishes tovary the MRRS Decision Document in order to correct the representationin paragraph 14 which changed between the time of filing theapplication on July 10, 2001 and the time that the MRRS DecisionDocument was granted on September 5, 2001;

AND WHEREAS pursuant to the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the principal regulatorfor this application (the "Principal Regulator");

AND WHEREAS the Corporation has representedto the Decision Makers as follows:

1. The granting of the MRRS Decision Documentby the Decision Makers was based on certain representationsmade by the Corporation.

2. As at September 5, 2001, the representationin paragraph 14 of the MRRS Decision Document was not correctas subordinated notes in the principal amount of $250 million(the "Notes") had been issued and were outstandingand 1,044,657 warrants (the "Warrants") each exercisableinto 1 share of class B non-voting participating shares in thecapital of Shaw Communications Inc. ("Shaw") had beenissued and outstanding.

3. Other than the Common Shares, the Star ChoiceWarrants, the Notes and the Warrants, the Corporation had nosecurities, including debt securities, outstanding as at September5, 2001.

4. Scotia Capital Inc. was the sole beneficialholder of the Notes as at September 5, 2001.

5. Beneficial holders of the Warrants are not,in any way, relying upon the Corporation's financial position.The Corporation has entered into an agreement with Shaw pursuantto which Shaw has agreed to perform its obligations under theWarrants, including issuing class B non-voting participatingshares of Shaw upon exercise of the Warrants.

AND WHEREAS pursuant to the System thisMRRS Decision Document evidences the decision of each DecisionMaker;

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makersunder the Legislation is that the MRRS Decision Document bevaried by removing paragraph 14 and replacing it with the following:

"14. The Corporation has no securities,including debt securities, outstanding other than:

(i) the Common Shares;

(ii) the Star Choice Warrants;

(iii) subordinated notes in the principal amountof $250 million issued on August 31, 2001 and owned by one beneficialholder resident in the Province of Ontario; and

(iv) 1,044,657 warrants each exercisable into1 share of class B non-voting participating shares in the capitalof Shaw."

May 9, 2002.

"John Hughes"