Form of Exchange Agent Agreement between CanWest Media Inc. and The Bank of NY



 EXHIBIT 10.62 
  
 May [    ], 2005 
  
 FORM OF EXCHANGE AGENT AGREEMENT 
  
 The Bank of New York 
 101 Barclay Street, Floor 21 West 
 New York, New York 10286 
 Attention: Corporate Trust Trustee Administration

  
 Ladies and Gentlemen: 
  
 CanWest Media Inc., a Canadian corporation (the “Company”), and the
guarantors identified in the Company’s Registration Statement on Form F-4 initially filed with the Securities and Exchange Commission on April 15, 2005 (the “Registration Statement”) propose to make an offer (the “Exchange
Offer”) to exchange all of its outstanding 8% Series A Senior Subordinated Notes due 2012 (the “Initial Notes”) for its 8% Series B Senior Subordinated Notes due 2012 (the “Exchange Notes”). The terms and conditions of the
Exchange Offer as currently contemplated are set forth in a prospectus included in the Registration Statement, dated May 4, 2005 (the “Prospectus”), proposed to be distributed to all record holders of the Initial Notes. The Initial Notes
and the Exchange Notes are collectively referred to herein as the “Securities”. 
  
 The Company hereby appoints The Bank of New York to act as exchange agent (the “Exchange Agent”) in connection with the Exchange Offer. References hereinafter to “you” shall refer to The Bank of
New York. 
  
 The Exchange Offer is expected to be commenced by
the Company on or about                         . The Letter of Transmittal accompanying the Prospectus (or in the case of
book-entry securities, the Automated Tender Offer Program (“ATOP”) of the Book-Entry Transfer Facility (as defined below)) is to be used by the holders of the Initial Notes to accept the Exchange Offer and contains instructions with
respect to the delivery of certificates for Initial Notes tendered in connection therewith. 
  
 The Exchange Offer shall expire at 5:00 p.m., New York City time, on                      or on such
subsequent date or time to which the Company may extend the Exchange Offer (the “Expiration Date”). Subject to the terms and conditions set forth in the Prospectus, the Company expressly reserves the right to extend the Exchange Offer from
time to time and may extend the Exchange Offer by giving oral (promptly confirmed in writing) or written notice to you before 9:00 a.m., New York City time, on the business day following the previously scheduled Expiration Date. 
  

 1 








 The Company expressly reserves the right to amend or terminate the Exchange Offer, and not to accept for
exchange any Initial Notes not theretofore accepted for exchange, upon the occurrence of any of the conditions of the Exchange Offer specified in the Prospectus under the caption “The Exchange Offer — Conditions to the Exchange
Offer.” The Company will give oral (promptly confirmed in writing) or written notice of any amendment, termination, extension or nonacceptance to you as promptly as practicable. 
  
 In carrying out your duties as Exchange Agent, you are to act in accordance with the following instructions: 
  
 1. You will perform such duties and only such duties as are specifically set
forth in the section of the Prospectus captioned “The Exchange Offer” or as specifically set forth herein; provided, however, that in no way will your general duty to act in good faith and without gross negligence or willful
misconduct be discharged or limited by the foregoing. 
  
 2. You
will establish a book-entry account with respect to the Initial Notes at The Depository Trust Company (the “Book-Entry Transfer Facility”) for purposes of the Exchange Offer within two business days after the date of the Prospectus, and
any financial institution that is a participant in the Book-Entry Transfer Facility’s systems may make book-entry delivery of the Initial Notes by causing the Book-Entry Transfer Facility to transfer such Initial Notes into your account in
accordance with the Book-Entry Transfer Facility’s procedure for such transfer. 
  
 3. You are to examine each of the Letters of Transmittal and certificates for Initial Notes (or confirmation of book-entry transfer into your account at the Book-Entry Transfer Facility) and any other documents
delivered or mailed to you by or for holders of the Initial Notes to ascertain whether: (i) the Letters of Transmittal and any such other documents are duly executed and properly completed in accordance with instructions set forth therein and that
such book-entry confirmations are in due and proper form and contain the information required to be set forth therein; and (ii) the Initial Notes have otherwise been properly tendered. In each case where the Letter of Transmittal or any other
document has been improperly completed or executed or where book-entry confirmations are not in due and proper form or omit certain information, or any of the certificates for Initial Notes are not in proper form for transfer or some other
irregularity in connection with the acceptance of the Exchange Offer exists, you will endeavor to inform the presenters of the need for fulfillment of all requirements and to take any other action as may be reasonably necessary or advisable to cause
such irregularity to be corrected. 
  
 4. With the approval of the
President, Senior Vice President, Executive Vice President, or any Vice President of the Company (such approval, if given orally, to be promptly confirmed in writing) or any other party designated in writing, by 

  

 2 








 
such an officer, you are authorized to waive any irregularities in connection with any tender of Initial Notes pursuant to the Exchange Offer. 
  
 5. Tenders of Initial Notes may be made only as set forth in the Letter of
Transmittal and in the section of the Prospectus captioned “The Exchange Offer — Procedures for Tendering Initial Notes”, and Initial Notes shall be considered properly tendered to you only when tendered in accordance with the
procedures set forth therein. 
  
 Notwithstanding the provisions
of this Section 5, Initial Notes which the President, Senior Vice President, Executive Vice President or any Vice President of the Company shall approve as having been properly tendered shall be considered to be properly tendered (such approval, if
given orally, shall be promptly confirmed in writing). 
  
 6. You
shall advise the Company with respect to any Initial Notes received subsequent to the Expiration Date and accept its instructions with respect to disposition of such Initial Notes. 
  
 7. You shall accept tenders: 
  
 (a) in cases where the Initial Notes are registered in two or more names only if signed by all named holders; 
  
 (b) in cases where the signing person (as indicated on the
Letter of Transmittal) is acting in a fiduciary or a representative capacity only when proper evidence of his or her authority so to act is submitted; and 
  
 (c) from persons other than the registered holder of Initial Notes, provided that customary transfer requirements, including payment of
any applicable transfer taxes, are fulfilled. 
  
 You shall accept
partial tenders of Initial Notes where so indicated and as permitted in the Letter of Transmittal and deliver certificates for Initial Notes to the registrar for split-up and return any untendered Initial Notes to the holder (or such other person as
may be designated in the Letter of Transmittal) as promptly as practicable after expiration or termination of the Exchange Offer. 
  
 8. Upon satisfaction or waiver of all of the conditions to the Exchange Offer, the Company will notify you (such notice, if given orally, to be promptly
confirmed in writing) of its acceptance, promptly after the Expiration Date, of all Initial Notes properly tendered and you, on behalf of the Company, will exchange such Initial Notes for Exchange Notes and cause such Initial Notes to be cancelled.
Delivery of Exchange Notes will be made on behalf of the Company by you at the rate of $1,000 principal amount of Exchange Notes for each $1,000 principal amount of the corresponding series of Initial Notes tendered promptly after notice (such
notice if given 

  

 3 








 
orally, to be promptly confirmed in writing) of acceptance of said Initial Notes by the Company; provided, however, that in all cases, Initial Notes tendered
pursuant to the Exchange Offer will be exchanged only after timely receipt by you of certificates for such Initial Notes (or confirmation of book-entry transfer into your account at the Book-Entry Transfer Facility), a properly completed and duly
executed Letter of Transmittal (or manually signed facsimile thereof) with any required signature guarantees and any other required documents. Unless otherwise instructed by the Company in writing, you shall issue Exchange Notes only in
denominations of $1,000 or any integral multiple thereof. 
  
 9.
Tenders pursuant to the Exchange Offer are irrevocable, except that, subject to the terms and upon the conditions set forth in the Prospectus and the Letter of Transmittal, Initial Notes tendered pursuant to the Exchange Offer may be withdrawn at
any time prior to the Expiration Date. 
  
 10. The Company shall
not be required to exchange any Initial Notes tendered if any of the conditions set forth in the Exchange Offer are not met. Notice of any decision by the Company not to exchange any Initial Notes tendered shall be given (if given orally, to be
promptly confirmed in writing) by the Company to you. 
  
 11. If,
pursuant to the Exchange Offer, the Company does not accept for exchange all or part of the Initial Notes tendered because of an invalid tender, the occurrence of certain other events set forth in the Prospectus under the caption “The Exchange
Offer — Conditions to the Exchange Offer” or otherwise, you shall as soon as practicable after the expiration or termination of the Exchange Offer return those certificates for unaccepted Initial Notes (or effect appropriate book-entry
transfer), together with any related required documents and the Letters of Transmittal relating thereto that are in your possession, to the persons who deposited them (or effected such book-entry transfer). 
  
 12. All certificates for reissued Initial Notes, unaccepted Initial Notes or
for Exchange Notes (other than those effected by book-entry transfer) shall be forwarded by first-class mail. 
  
 13. You are not authorized to pay or offer to pay any concessions, commissions or solicitation fees to any broker, dealer, bank, trust company, other
nominee or other persons or to engage or utilize any person to solicit tenders. 
  
 14. As Exchange Agent hereunder you: 
  
 (a) shall not be liable for any action or omission to act unless the same constitutes your own gross negligence, willful misconduct or bad faith, and in no event shall you be liable to a securityholder, the Company or
any third party for special, indirect or consequential damages, or lost profits, arising in connection with this Agreement. 
  

 4 








 (b) shall have no duties or obligations other than those specifically set forth in the
Letter o Transmittal or herein or as may be subsequently agreed to in writing between you and the Company; 
  
 (c) will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of
any of the certificates or the Initial Notes represented thereby deposited with you pursuant to the Exchange Offer, and will not be required to and will make no representation as to the validity, value or genuineness of the Exchange Offer;

  
 (d) shall not be obligated to take any legal
action hereunder which might in your judgment involve any expense or liability, unless you shall have been furnished with indemnity reasonably satisfactory to you; 
  
 (e) may conclusively rely on and shall be protected in acting in reliance upon any certificate, instrument,
opinion, notice, letter, telegram or other document or security delivered to you and reasonably believed by you to be genuine and to have been signed or presented by the proper person or persons; 
  
 (f) may reasonably act upon any tender, statement, request,
document, agreement, certificate or other instrument whatsoever not only as to its due execution and validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which you shall in good
faith believe to be genuine or to have been signed or presented by the proper person or persons; 
  
 (g) may conclusively rely on and shall be protected in acting upon written or oral instructions from any authorized officer of the Company
and in the event that a material discrepancy exists between an oral instruction and a written confirmation thereof, the oral instruction shall be deemed the controlling and proper instruction; 
  
 (h) may consult with counsel of your selection with respect
to any questions relating to your duties and responsibilities and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by you hereunder in good
faith and in accordance with the advice or opinion of such counsel; and 
  
 (i) shall not advise any person tendering Initial Notes pursuant to the Exchange Offer as to the wisdom of making such tender or as to the market value or decline or appreciation in market value of any Initial Notes.

  
 15. You shall take such action as may from time to time be
requested by the Company (and such other action as you may reasonably deem appropriate) to furnish copies of the Prospectus, Letter of Transmittal and the Notice of Guaranteed Delivery (as defined in the Prospectus) or such other forms as may be
approved from 

  

 5 








 
time to time by the Company, to all persons requesting such documents and to accept and comply with telephone requests for information relating to the
Exchange Offer, provided that such information shall relate only to the procedures for accepting (or withdrawing from) the Exchange Offer. The Company will furnish you with copies of such documents on your request. All other requests for information
relating to the Exchange Offer shall be directed to the Company, Attention: John Maguire, Chief Financial Officer. 
  
 16. You shall advise by facsimile transmission John Maguire, the Chief Financial Officer of the Company (at the facsimile number (204) 947-9841), and such
other person or persons as the Company may request, daily (and more frequently during the week immediately preceding the Expiration Date if requested) up to and including the Expiration Date, as to the number of Initial Notes which have been duly
tendered pursuant to the Exchange Offer and the items received by you pursuant to the Exchange Offer and this Agreement, separately reporting and giving cumulative totals as to items properly received and items improperly received. In addition, you
will also inform, and cooperate in making available to, the Company or any such other person or persons upon oral request made from time to time prior to the Expiration Date of such other information as they may reasonably request. Such cooperation
shall include, without limitation, the granting by you to the Company and such person as the Company may request of access to those persons on your staff who are responsible for receiving tenders, in order to ensure that immediately prior to the
Expiration Date the Company shall have received information in sufficient detail to enable it to decide whether to extend the Exchange Offer. You shall prepare a final list of all persons whose tenders were accepted, the aggregate principal amount
of Initial Notes tendered, the aggregate principal amount of Initial Notes accepted and the identity of any broker-dealer if you have actual knowledge (implying no duty of investigation) that such person is a broker-dealer who will receive Exchange
Notes for its own account in exchange for Initial Notes and the aggregate princpal amount of Exchange Notes delivered to each, and deliver said list to the Company. 
  
 17. Letters of Transmittal, book-entry confirmations and Notices of Guaranteed Delivery shall be stamped by you as to the
date and, after the expiration of the Exchange Offer, the time, of receipt thereof and shall be preserved by you for a period of time at least equal to the period of time you preserve other records pertaining to the transfer of securities, and shall
thereafter be delivered by you to the Company. You shall dispose of unused Letters of Transmittal and other surplus materials by returning them to the Company. 
  

18. For services rendered as Exchange Agent hereunder, you shall be entitled to such compensation as set forth on Schedule I attached hereto. The
provisions of this section shall survive the termination of this Agreement. 
  

 6 








 19. You hereby acknowledge receipt of the Prospectus and the Letter of Transmittal. Any inconsistency
between this Agreement, on the one hand, and the Prospectus and the Letter of Transmittal (as they may be amended from time to time), on the other hand, shall be resolved in favor of the latter two documents, except with respect to your duties,
liabilities and indemnification as Exchange Agent. 
  
 20. The
Company covenants and agrees to fully indemnify and hold you harmless, in your capacity as Exchange Agent hereunder, against any and all loss, liability, cost or expense, including reasonable attorneys’ fees and expenses, incurred without gross
negligence or willful misconduct on your part, arising out of or in connection with any act, omission, delay or refusal made by you in reliance upon any signature, endorsement, assignment, certificate, order, request, notice, instruction or other
instrument or document reasonably believed by you to be valid, genuine and sufficient and in accepting any tender or effecting any transfer of Initial Notes believed by you in good faith to be authorized, and in delaying or refusing in good faith to
accept any tenders or effect any transfer of Initial Notes; provided, however, that anything in this Agreement to the contrary notwithstanding, the Company shall not be liable for indemnification or otherwise for any loss, liability, cost or expense
to the extent arising out of your gross negligence or willful misconduct. Promptly after receipt by you of notice of the commencement of any claim or other action against you, you shall give notice to the Company of the commencement of such claim or
other action; provided, however, failure to give such notice shall not relieve the Company of its obligations hereunder. The Company shall be entitled to participate at its own expense in the defense of any such claim or other action and, if the
Company so elects, the Company shall assume the defense of any suit brought to enforce any such claim. In the event that the Company shall assume the defense of any such suit, the Company shall not be liable for the fees and expenses of any
additional counsel thereafter retained by you, so long as the Company shall retain counsel reasonably satisfactory to you to defend such suit, and so long as you have not determined, in your reasonable judgment and in good faith, that joint
representation would be inappropriate. You understand and agree that the Company shall not be liable for the fees and expenses of more than one legal counsel or firm for you, unless it becomes reasonably necessary for you to retain local counsel in
any jurisdiction in connection with any such suit. The provisions of this section shall survive the termination of this Agreement. 
  
 21. You shall arrange to comply with all requirements under the tax laws of the United States, including those relating to missing Tax Identification
Numbers, and shall file any appropriate reports with the Internal Revenue Service. 
  
 22. You shall notify the Company of the amount of any transfer taxes payable in respect of the exchange of Initial Notes, and you shall deliver or cause to be delivered, in a timely manner to each governmental
authority to which any transfer taxes are payable in respect of the exchange of Initial Notes, the Company’s check in the amount of all transfer taxes so payable; provided, however, that you shall reimburse the 

  

 7 








 
Company for amounts refunded to you in respect of your payment of any such transfer taxes, at such time as such refund is received by you. 
  
 23. This Agreement and your appointment as Exchange Agent hereunder shall be
construed and enforced in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such state, and without regard to conflicts of law principles, and shall inure to the benefit of, and the
obligations created hereby shall be binding upon, the successors and assigns of each of the parties hereto. 
  
 24. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute
one and the same agreement. 
  
 25. In case any provision of this
Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
  
 26. This Agreement shall not be deemed or construed to be modified, amended, rescinded, cancelled or waived, in whole or in
part, except by a written instrument signed by a duly authorized representative of the party to be charged. This Agreement may not be modified orally. 
  
 27. Unless otherwise provided herein, all notices, requests and other communications to any party hereunder shall be in writing (including facsimile or
similar writing) and shall be given to such party, addressed to it, at its address or telecopy number set forth below: 
  
 If to the Company: 
  
 CanWest Media Inc 
 31st Floor, TD Centre 
 201 Portage Avenue 
 Winnipeg, Manitoba, Canada R3B 3L7 
 Facsimile:  (204) 947-9841 
 Attention: John Maguire, Chief Financial Officer 
 Email: jmaguire@canwest.com 
  
 With a copy to: 
  
 Cleary Gottlieb Steen & Hamilton LLP 
 One Liberty Plaza 
 New York, New York 10006 
 Facsimile:  (212) 225-3999 
 Attention: Mark Adams, Esq. 
  

 8 








 If to the Exchange Agent: 
  
 The Bank of New York 
 101 Barclay Street 
 Floor 21 West 
 New York, New York 10286 
  

			
	 Facsimile:
	  	(212) 815-5915
	 Attention:
	  	 Corporate Trust Trustee
 Administration


  
 28. Unless terminated
earlier by the parties hereto, this Agreement shall terminate 90 days following the Expiration Date. Notwithstanding the foregoing, Sections 18 and 20 shall survive the termination of this Agreement. Upon any termination of this Agreement, you shall
promptly deliver to the Company any certificates for Securities, funds or property then held by you as Exchange Agent under this Agreement. 
  
 29. This Agreement shall be binding and effective as of the date hereof. 
  

 9 








 Please acknowledge receipt of this Agreement and confirm the arrangements herein provided by signing and
returning the enclosed copy. 
  

			
	 CANWEST MEDIA INC.

		
	 By:
	 	 
	 	 	 Name:

	 	 	 Title:



  

			
	 Accepted as of the date
 first above written:

	
	 THE BANK OF NEW YORK, as Exchange Agent

		
	 By:
	 	 
	 	 	 Name:

	 	 	 Title:


  
  
  
  

 10 








 SCHEDULE I 
 COMPENSATION OF EXCHANGE AGENT: 
  
 $5,000 PLUS $500 PER EXTENSION OF OFFER 
 PLUS OUT-OF POCKET EXPENSES, INCLUDING WITHOUT 
 LIMITATION, REASONABLE LEGAL FEES AND EXPENSES. 
  

 11