sumacvotingagreement.htm


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    VOTING
      AGREEMENT

     

    THIS
      AGREEMENT is made as of the 9th
      day of January,
      2007.

     

    BETWEEN:

     

    SUMAC
      CORPORATION LIMITED, a company existing

     

    under
      the
      laws of the Province of Nova Scotia (“Sumac”)

     

    -and-

     

    DONALD
      R. SOBEY, an individual resident in the Town of Stellarton, Province of
      Nova Scotia (“Sobey”)

     

    (Sumac
      and Sobey each referred to as a “Shareholder” and collectively
      referred to as the “Shareholders”)

     

    -and-

     

    6681859
      CANADA INC., a corporation existing under the laws of
      Canada (the “Purchaser”)

     

    WHEREAS
      Sumac is the registered and beneficial owner of 127,242 Class A voting shares
      (the “AA Shares”) in the capital of Alliance Atlantis
      Communications Inc. (the “Corporation”);

     

    AND
      WHEREAS Sobey is the registered and beneficial owner of 16,814 Class
      B  non-voting shares (“Class B Shares”) in the
      capital of the Corporation (the “Principal’s AA Shares”), (the
      AA Shares and the Principal’s AA Shares together being, the “Subject
      Shares”);

     

    AND
      WHEREAS the Purchaser and the Corporation have entered into an
      arrangement agreement concurrently with the entering into of this Agreement
      (the
“Arrangement Agreement”);

     

    ANDWHEREAS
      the Shareholders acknowledge that (i) the Purchaser would not enter into
      the Arrangement Agreement but for the execution and delivery of this Agreement
      by the Shareholders and (ii) it is a condition of the Purchaser’s obligation
      under the Arrangement
      Agreement to consummate the Arrangement that this Agreement be in effect and
      not
      be terminated;

     

    NOW
      THEREFORE this Agreement witnesses that, in consideration of the
      premises and the covenants and agreements herein contained, the parties hereto
      agree as follows:

     


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    ARTICLE
      1

     

    INTERPRETATION

     

    Section 1.1                                Definitions
      in Arrangement Agreement

     

    All
      terms
      used in this Agreement that are not defined herein and that are defined in
      the
      Arrangement Agreement shall have the respective meanings ascribed to them in
      the
      Arrangement Agreement.

     

    Section 1.2                                Schedules

     

    The
      following Schedule attached hereto constitutes an integral part of this
      Agreement:

     

    Schedule
      “A”                                Arrangement
      Agreement

     

     

    ARTICLE 2

     

     

    COVENANTS
      OF THE SHAREHOLDERS

     

    Section 2.1                                General

     

    The
      Shareholders hereby covenant and agree in favour of the Purchaser that, from
      the
      date hereof until the termination of this Agreement in accordance with Article 4, except as permitted by this
      Agreement:

     

    
      	
               

            	
              (a)

            	
              at
                any meeting of shareholders of the Corporation called to vote upon
                the
                Arrangement Agreement or the transactions contemplated by the Arrangement
                Agreement or at any adjournment thereof or in any other circumstances
                upon
                which a vote, consent or other approval (including by written consent
                in
                lieu of a meeting) with respect to the Arrangement Agreement or the
                transactions contemplated by the Arrangement Agreement is sought,
                each
                Shareholder shall cause its Subject Shares to be counted as present
                for
                purposes of establishing quorum and shall vote (or cause to be voted)
                its
                Subject Shares (i) in favour of the approval of the Arrangement and
                the
                Arrangement Agreement and each of the transactions contemplated by
                the
                Arrangement Agreement, and (ii) in favour of any other matter necessary
                for the consummation of the Arrangement.  In connection
                therewith, each Shareholder hereby appoints the Purchaser as attorney
                in
                fact, for so long as this Agreement remains in effect, for and on
                its
                behalf to execute a proxy appointing such person designated by the
                Purchaser to attend and act on behalf of such Shareholder at the
                meeting
                of the Corporation in respect of any of the matters referred to in
                this
                Subsection 2.1(a) and to act on behalf of such Shareholder on every
                action
                or approval by written consent of the Shareholders of the Corporation
                in
                respect of such matters, and if pursuant to this power of attorney
                the
                Purchaser has executed and notrevoked a proxy in respect of such
                a
                meeting, which proxy has been accepted by the Corporation, then in
                such
                circumstances the Shareholder shall not be responsible for voting
                under
                this Subsection 2.1(a).  The Purchaser shall advise the
                Shareholder upon executing any proxies in respect of such
                Shareholder;

            


    

     

    
      	
               

            	
              (b)

            	
              at
                any meeting of shareholders of the Corporation or at any adjournment
                thereof or in any other circumstances upon which a vote, consent
                or other
                approval of all or some of the shareholders of the Corporation is
                sought
                (including by written consent in lieu of a meeting), each Shareholder
                shall cause its Subject Shares to be counted as present for purposes
                of
                establishing quorum and shall vote (or cause to be voted) its Subject
                Shares against (i) any merger agreement or merger (other than the
                Arrangement Agreement), consolidation, combination, sale or transfer
                of a
                material amount of assets, amalgamation, plan of arrangement,
                reorganization, recapitalization, dissolution, liquidation or winding
                up
                of or by the Corporation or any Acquisition Proposal (ii) any amendment
                of
                the Corporation’s articles or by-laws or other proposal or transaction
                involving the Corporation or any of its subsidiaries, which amendment
                or
                other proposal or transaction would in any manner delay, impede,
                frustrate, prevent or nullify the Arrangement Agreement or any of
                the
                transactions contemplated by the Arrangement Agreement or change
                in any
                manner the voting rights of the Subject Shares or any other shares
                of the
                Corporation (iii) any action, agreement, transaction or proposal
                that
                would reasonably be expected to result in a breach
                of any representation, warranty, covenant, agreement or other obligation
                of the Corporation in the Arrangement Agreement, in a Material Adverse
                Change or in a breach of a representation, warranty, covenant or
                agreement
                or other obligation of any Shareholder under this Agreement  and
                (iv) any action, agreement, transaction or proposal that might reasonably
                be regarded as being directed towards or likely to prevent or delay
                the
                Meeting or the successful completion of the transactions contemplated
                by
                the Arrangement Agreement and this
                Agreement;

            


    

     

    
      	
               

            	
              (c)

            	
              each
                Shareholder shall not, directly or indirectly, through any officer,
                director, employee, representative or agent of Sumac or the
                Corporation:

            


    

     

    
      	
               

            	
              (i)

            	
              solicit,
                assist, initiate, encourage or otherwise facilitate (including, without
                limitation, by way of furnishing non-public information, permitting
                any
                visit to any facilities or properties of the Corporation or any subsidiary
                or entering into any form of written or oral agreement, arrangement
                or
                understanding) any inquiries, proposals or offers regarding an Acquisition
                Proposal;

            


    

     

    
      	
               

            	
              (ii)

            	
              engage
                in or otherwise facilitate any discussions or negotiations regarding
                or
                provide any confidential information with respect to any Acquisition
                Proposal;

            


    

     

    
      	
               

            	
              (iii)

            	
              approve
                or recommend, or propose publicly to approve or recommend, any Acquisition
                Proposal;

            


    

     

    
      	
               

            	
              (iv)

            	
              withdraw
                support, or propose publicly to withdraw support,  from the
                transactions contemplated by the Arrangement
                Agreement;

            


    

     

    
      	
               

            	
              (v)

            	
              enter,
                or propose publicly to, enter into any agreement related to any
                Acquisition Proposal;

            


    

     

    
      	
               

            	
              (d)

            	
              the
                Shareholders will immediately cease and cause to be terminated any
                existing solicitation, discussion or negotiation with any Person
                (other
                than the Purchaser) by the Shareholders or any of the officers, directors,
                employees, representatives or agents of Sumac with respect to any
                potential Acquisition Proposal, whether or not initiated by the
                Shareholders or any of the officers, directors, employees, representatives
                or agents of Sumac;

            


    

     

    
      	
               

            	
              (e)

            	
              promptly
                notify the Purchaser by telephone, followed by notice in writing,
                of any
                Acquisition Proposal received by the Shareholders after the date
                hereof,
                or any request received by the Shareholders after the date hereof
                for
                non-public information relating to the Corporation in connection
                with an
                Acquisition Proposal.  Such notice shall include a description
                of the material terms and conditions of any proposal received by
                the
                Shareholders and provide such details of the proposal, enquiry or
                contact
                as the Purchaser may reasonably request, including the identity of
                the
                Person making such proposal, inquiry or
                contact;

            


    

     

    
      	
               

            	
              (f)

            	
              except
                in accordance with Section 2.2, each
                Shareholder agrees not to directly or indirectly, (i) sell, transfer,
                assign, grant a participation interest in, option, pledge, hypothecate,
                grant a security or voting interest in or otherwise convey or encumber
                (each, a “Transfer”), or enter into any agreement, option or other
                arrangement (including any profit sharing arrangement) with respect
                to the
                Transfer of, any of its Subject Shares to any Person, other than
                pursuant
                to the Arrangement Agreement (or for greater certainty pursuant to
                the
                Holdco Alternative), or (ii) grant any proxies or power of attorney,
                deposit any of its Subject Shares into any voting trust or enter
                into any
                voting arrangement, whether by proxy, voting agreement or otherwise,
                with
                respect to its Subject Shares, other than pursuant to this
                Agreement;

            


    

     


    
      
        
        

      

      
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              (g)

            	
              each
                Shareholder shall not take any other action of any kind, directly
                or
                indirectly, which might reasonably be regarded as likely to reduce
                the
                success of, or delay or interfere with the completion of the transactions
                contemplated by the Arrangement Agreement;


            


    

     

    
      	
               

            	
              (h)

            	
              each
                Shareholder shall use all commercially reasonable efforts in its
                capacity
                as a holder of Subject Shares to assist the Corporation to successfully
                complete the Arrangement and the other transactions contemplated
                by the
                Arrangement Agreement and this Agreement and to oppose any of the
                matters
                listed in (i) to (iv) in Section 2.1(b);

            


    

     

    
      	
               

            	
              (i)

            	
              each
                Shareholder hereby waives any rights of appraisal or rights of dissent
                from the Arrangement or the transactions contemplated by the Arrangement
                Agreement that such Shareholder may
                have;

            


    

     

    
      	
               

            	
              (j)

            	
              each
                Shareholder hereby agrees to promptly notify the Purchaser and the
                other
                Shareholders of the amount of any new equity interests in the Corporation
                acquired by such Shareholder, if any, after the date
                hereof.  Any such equity interests shall be subject to the terms
                of this Agreement as though owned by such Shareholder on the date
                hereof;
                and

            


    

     

    
      	
               

            	
              (k)

            	
              each
                Shareholder shall, from time to time, execute and deliver, or cause
                to be
                executed and delivered, such additional or further consents, documents
                and
                other instruments and shall take all such other action necessary
                or as
                Purchaser or any of the other Shareholders may reasonably request
                for the
                purpose of effectively carrying out the transactions contemplated
                by this
                Agreement.

            


    

     

    Section 2.2                                Gifts
      to Charity

     

    At
      any
      time following the Meeting at which the Special Resolution is passed and prior
      to the Effective Date, each Shareholder shall have the right directly or
      indirectly to gift any portion of its Subject Shares to various charities
      provided that such charities agree to the restrictions in Section 3.5 and the
      Purchaser is satisfied, acting reasonably, that such gift will not affect the
      ability of the Shareholders to vote such Subject Shares in favour of the Special
      Resolution or the ability of the Purchaser to acquire such Subject Shares
      pursuant to the Arrangement or the ability of the Purchaser to claim a tax
      bump
      as described in Section 5.1(h) of the Arrangement Agreement.  In the
      event of an Alternative Transaction, each of the Shareholders shall be entitled,
      during a period of five (5) Business days prior to the expiration of the period
      for tendering its Subject Shares, to gift directly or indirectly any portion
      of
      its Subject Shares to various charities provided that such charities agree
      to
      the restrictions in Section 3.5 and provided that such gifting shall not
      materially and adversely affect the ability to cause the Alternative
      Transaction. 

     


    
      
        
        

      

      
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    Section 2.3                                Co-operation/Alternative
      Transaction

     

    If
      the
      Purchaser concludes after the date of this Agreement that it is necessary or
      desirable to proceed with a form of transaction other than pursuant to the
      Arrangement Agreement (including, without limitation, a take-over bid) whereby
      the Purchaser and/or its affiliates would effectively acquire all the Subject
      Shares on economic terms and conditions having consequences to each Shareholder
      (in such Shareholder’s reasonable determination) that are equivalent to or
      better than those contemplated by this Agreement (any such transaction is
      referred to as an “Alternative Transaction”), provided that the
      Purchaser makes available such Alternative Transaction to each shareholder
      of
      the Corporation on economic terms and conditions that are
      equivalent  to those provided to each Shareholder, each Shareholder
      agrees to support the completion of the Alternative Transaction in the same
      manner as the Arrangement Agreement, including, in the case of a take-over
      bid,
      by causing all of such Shareholder’s Subject Shares to be validly tendered in
      acceptance of such take-over bid together with the letter of transmittal and,
      if
      applicable, notice of guaranteed delivery, and any other documents required
      in
      accordance with such take-over bid, and will not withdraw the Shareholder’s
      Subject Shares from such take-over bid except as expressly otherwise provided
      in
      this Agreement.

     

     

    ARTICLE 3

     

     

    REPRESENTATIONS
      AND WARRANTIES

     

    Section 3.1                                Representations
      and Warranties of Sumac

     

    Each
      of  Sobey and Sumac hereby, jointly and severally, represents and
      warrants to and covenants with the Purchaser as follows, and acknowledges that
      the Purchaser is relying upon such representations, warranties and covenants
      in
      entering into this Agreement and the Arrangement Agreement:

     

    
      	
               

            	
              (a)

            	
              Incorporation;
                Capacity.  Sumac is a subsisting company under the laws
                of the Province of Nova Scotia.  Sumac has the requisite
                corporate power and capacity to execute and deliver this Agreement
                and to
                perform its obligations hereunder.

            


    

     

    
      	
               

            	
              (b)

            	
              Authorization.  The
                execution, delivery and performance of this Agreement by Sumac have
                been
                duly authorized by its board of directors and shareholders and no
                other
                internal proceedings on its part are necessary to authorize this
                Agreement
                or the transactions contemplated
                hereunder.

            


    

     

    
      	
               

            	
              (c)

            	
              Enforceable.  This
                Agreement has been duly executed and delivered by Sumac and constitutes
                its legal, valid and binding obligation, enforceable against it in
                accordance with its terms, subject
                to

            


    

     


    
      
        
        

      

      
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    bankruptcy,
      insolvency and other similar Laws affecting creditors’ rights generally, and to
      general principles of equity.

     

    
      	
               

            	
              (d)

            	
              Ownership
                of Shares and Other Securities by Sumac.  Sumac is the
                sole registered and beneficial owner of the AA Shares.  Sumac
                does not own or have any interest in any other shares of the
                Corporation.  Except as contemplated in the Arrangement
                Agreement, including pursuant to the Holdco Alternative, Sumac is,
                and,
                subject to Section 2.2, will be
                immediately prior to the Effective Date, the registered and beneficial
                owner of the AA Shares, with good and marketable title thereto, free
                and
                clear of any and all mortgages, liens, charges, restrictions, security
                interests, adverse claims, pledges, encumbrances and demands or rights
                of
                others of any nature or kind
                whatsoever.

            


    

     

    
      	
               

            	
              (e)

            	
              No
                Breach.  Neither the execution and delivery of this
                Agreement by the Shareholders, the consummation by the Shareholders
                of the
                transactions contemplated hereby nor the compliance by the Shareholders
                with any of the provisions hereof
                will:

            


    

     

    
      	
               

            	
              (i)

            	
              result
                in any breach of, or constitute a default (or an event which with
                notice
                or lapse of time or both would become a default) (or give rise to
                any
                third party right of termination, cancellation, material modification,
                acceleration, purchase or right of first refusal) under any provision
                of
                the certificate of incorporation, memorandum or articles of association
                of
                Sumac, or under any of the terms, conditions or provisions of any
                note,
                loan agreement, bond, mortgage, indenture, contract, license, agreement,
                lease, permit or other instrument or obligation to which any Shareholder
                is a party or by which any Shareholder or any of its properties or
                assets
                (including the Subject Shares) may be
                bound,

            


    

     

    
      	
               

            	
              (ii)

            	
              require
                on the part of the Shareholder any filing with (other than pursuant
                to the
                requirements of applicable securities legislation (which filings
                the
                Shareholder will undertake)) or permit, authorization, consent or
                approval
                of, any Governmental Entity or any other Person,
                or

            


    

     

    
      	
               

            	
              (iii)

            	
              subject
                to compliance with any approval or Laws contemplated by the Arrangement
                Agreement, violate or conflict with any judgement, order, notice,
                decree,
                statute, law, ordinance, rule or regulation applicable to the Shareholder
                or any of its properties or assets.

            


    

     


    
      
        
        

      

      
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              (f)

            	
              No
                Proceedings. There is no private or governmental action, suit,
                proceeding, claim, arbitration or investigation pending before any
                Governmental Entity, or, to the knowledge of the Shareholder, threatened
                against the Shareholder or any of its properties that, individually
                or in
                the aggregate, could reasonably be expected to have an adverse effect
                on
                the Shareholder’s ability to consummate the transactions contemplated by
                this Agreement.  There is no order of any Governmental Authority
                against the Shareholder that could prevent, enjoin, alter or materially
                delay any of the transactions contemplated by this Agreement, or
                that
                could reasonably be expected to have an adverse effect on the
                Shareholder’s ability to consummate the transactions contemplated by this
                Agreement.

            


    

     

    
      	
               

            	
              (g)

            	
              No
                Agreements. No Person has any agreement or option, or any right
                or privilege (whether by law, pre-emptive or contractual) capable
                of
                becoming an agreement or option, for the purchase, acquisition or
                transfer
                of any of the AA Shares, or any interest therein or right thereto,
                except
                pursuant to this Agreement.

            


    

     

    
      	
               

            	
              (h)

            	
              Voting.  The
                Shareholders have the sole and exclusive right to enter into this
                Agreement and to vote the Subject Shares as contemplated
                herein.  None of the Subject Shares is subject to any proxy,
                power of attorney, attorney-in-fact, voting trust, vote pooling or
                other
                agreement with respect to the right to vote, call meetings of shareholders
                or give consents or approvals of any
                kind.

            


    

     

    
      	
               

            	
              (i)

            	
              Consents.
                No consent, approval, order or authorization of, or declaration or
                filing
                with, any Governmental Entity or other Person is required to be obtained
                by Sumac or Sobey in connection with the execution, delivery or
                performance of this Agreement. It is specifically acknowledged and
                agreed
                by the Purchaser that the Purchaser is responsible for any consents
                required with respect to CRTC Approval whether pursuant to the Arrangement
                Agreement or this Agreement.

            


    

     

    
      	
               

            	
              (j)

            	
              Legal
                Proceedings. There are no legal proceedings in progress or
                pending before any Governmental Entity or threatened against Sumac
                or
                Sobey or any judgment, decree or order against Sumac or Sobey that
                would
                adversely affect in any manner the ability of any such party to enter
                into
                this Agreement and to perform its obligations hereunder or the title
                of
                either Shareholder to any of the Subject
                Shares.

            


    

     


    
      
        
        

      

      
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              (k)

            	
              Investments.  Sumac
                has not, since June 30, 2006, acquired directly or indirectly any
                debt or
                shares in the capital of a Prohibited Issuer (as defined in Section 3.4(2)) if existing on the date
                hereof.

            


    

     

    Section 3.2                                Representations
      and Warranties of Sobey

     

    Sobey
      hereby represents and warrants to and covenants with the Purchaser as follows,
      and acknowledges that the Purchaser is relying upon such representations,
      warranties and covenants in entering into this Agreement:

     

    
      	
               

            	
              (a)

            	
              Binding.  This
                Agreement has been duly executed and delivered by Sobey and constitutes
                his legal, valid and binding obligation, enforceable against him
                in
                accordance with its terms, subject to bankruptcy, insolvency and
                other
                similar Laws affecting creditors’ rights generally, and to general
                principles of equity.

            


    

     

    
      	
               

            	
              (b)

            	
              Ownership
                of the Principal’s AA Shares and Other Securities by
                Sobey.  Sobey is the sole registered and beneficial
                owner of the Principal’s AA Shares.   Sobey does not own or
                have any interest in any other shares of the Corporation, except
                for
                options that he holds to acquire Class B Shares and except as shareholder
                of Sumac and as shareholder of a related company owning not more
                than
                10,000 Class A voting shares of the Corporation. Except as contemplated
                in
                the Arrangement Agreement, including pursuant to the Holdco Alternative,
                Sobey is, and will be immediately prior to the Effective Date, the
                registered and beneficial owner of the Principal’s AA Shares, with good
                and marketable title thereto, free and clear of any and all mortgages,
                liens, charges, restrictions, security interests, adverse claims,
                pledges,
                encumbrances and demands or rights of others of any nature or kind
                whatsoever.

            


    

     

    
      	
               

            	
              (c)

            	
              No
                Agreements. No Person has any agreement or option, or any right
                or privilege (whether by law, pre-emptive or contractual) capable
                of
                becoming an agreement or option, for the purchase, acquisition or
                transfer
                of any of the Principal’s AA Shares, or any interest therein or right
                thereto, except pursuant to this
                Agreement.

            


    

     

    
      	
               

            	
              (d)

            	
              Investments.  Sobey
                has not, since June 30, 2006, acquired directly or indirectly any
                debt or
                shares in the capital of a Prohibited Issuer (as defined in Section 3.4(2)) if existing on the date
                hereof.

            


    

     


    
      
        
        

      

      
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    Section 3.3                                Representations
      and Warranties of the Purchaser

     

    The
      Purchaser hereby represents and warrants to the Shareholders as follows, and
      acknowledges that each Shareholder is relying upon such representations and
      warranties in entering into this Agreement that:

     

    
      	
               

            	
              (a)

            	
              Capacity.  It
                has the requisite corporate power and capacity to execute and deliver
                this
                Agreement and to perform its obligations
                hereunder.

            


    

     

    
      	
               

            	
              (b)

            	
              Authorization.  The
                execution, delivery and performance of this Agreement by it have
                been duly
                authorized by its board of directors or similar authority and no
                other
                internal proceedings on its part are necessary to authorize this
                Agreement
                or the transactions contemplated
                hereunder.

            


    

     

    
      	
               

            	
              (c)

            	
              Enforceable.  This
                Agreement has been duly executed and delivered by it and constitutes
                its
                legal, valid and binding obligation, enforceable against it in accordance
                with its terms, subject to bankruptcy, insolvency and other similar
                Laws
                affecting creditors’ rights generally, and to general principles of
                equity.

            


    

     

    
      	
               

            	
              (d)

            	
              No
                Breach.  The execution, delivery and performance by it
                of this Agreement will not:

            


    

     

    
      	
               

            	
              (i)

            	
              result
                in a violation or breach of, require any consent to be obtained under
                or
                give rise to any termination rights or payment obligation under any
                provision of:

            


    

     

    
      	
               

            	
              (A)

            	
              its
                articles or by-laws (or other constating
                documents);

            


    

     

    
      	
               

            	
              (B)

            	
              any
                resolution of its board of directors (or any committee thereof) or
                of its
                shareholders;

            


    

     

    
      	
               

            	
              (C)

            	
              subject
                to obtaining the Regulatory Approvals relating to the Purchaser,
                any
                applicable Laws; or

            


    

     

    
      	
               

            	
              (D)

            	
              any
                material Contract to which it or its subsidiaries is a party or by
                which
                any of them is bound or their respective properties or assets are
                bound;
                or

            


    

     

    
      	
               

            	
              (ii)

            	
              give
                rise to any right of termination or acceleration of indebtedness,
                or cause
                any third party indebtedness to come due before its stated maturity
                or
                cause any available credit to cease to be
                available.

            


    

     


    
      
        
        

      

      
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              (e)

            	
              Consents.  No
                consent, approval, order or authorization of, or declaration or filing
                with, any Governmental Entity or other Person is required to be obtained
                by it in connection with the execution, delivery or performance of
                this
                Agreement other than the Regulatory Approvals relating to
                it.

            


    

     

    
      	
               

            	
              (f)

            	
              Legal
                Proceedings. There are no legal proceedings in progress or
                pending before any Governmental Entity or threatened against it or
                any
                judgment, decree or order against it that would adversely affect
                in any
                manner its ability to enter into this Agreement and to perform its
                obligations hereunder.

            


    

     

    Section 3.4                                Prohibited
      Securities

     

    
      	
              (1)

            	
              Each
                Shareholder hereby declares that it has no current intention
                to:

            


    

     

    
      	
               

            	
              (a)

            	
              acquire;
                or

            


    

     

    
      	
               

            	
              (b)

            	
              cause
                a person, including a trust or partnership, over which it has influence,
                to acquire,

            


    

     

    either
      directly or indirectly, any shares, warrants, debt instruments or other
      securities of any Prohibited Issuer (the aforesaid securities are hereinafter
      referred to as “Prohibited Securities”) with the exception of any Prohibited
      Securities that such Shareholder may acquire, directly or indirectly by reason
      of Prohibited Securities being acquired by (i) a mutual fund (or like investment
      vehicle) over which such Shareholder does not have any influence and in which
      such Shareholder owns (directly or indirectly) an interest, or by (ii) an
      independent investment manager who acquires the Prohibited Securities, by reason
      of its own independent decision and without any consultation with such
      Shareholder.

     

    
      	
              (2)

            	
              As
                evidence of each Shareholder’s current intention not to acquire any
                Prohibited Securities, each Shareholder hereby undertakes that it
                will not
                under any circumstances within the twelve (12) month period following
                the
                Effective Time:

            


    

     

    
      	
               

            	
              (a)

            	
              acquire
                any Prohibited Securities (except for those described in (i) or (ii)
                above); or

            


    

     

    
      	
               

            	
              (b)

            	
              cause
                any person (including a trust or partnership) over which such Shareholder
                has influence to acquire Prohibited
                Securities.

            


    

     

    For
      the
      purposes of this Section 3.4, a “Prohibited
      Issuer” means the Purchaser, CanWest Media Works Inc., The Goldman Sachs Group,
      Inc., GS Capital

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    Partners
      Fund VI, L.P., GS Capital Partners VI Offshore L.P., GS Capital Partners Gmbh
      & Co., GS Credit Partners L.P., CanWest Global Communications Corp.,
      Movie Distribution Income Fund and any company established to, directly or
      indirectly, acquire the movie distribution business, the television program
      production and distribution business or the specialty television business
      currently carried on by the Corporation.

     

    
      	
              (3)

            	
              In
                addition, where the Purchaser provides notice to a Shareholder either
                prior to the Effective Time or within the twelve (12) month period
                following the Effective Time that a particular issuer (“Particular
                Issuer”) will, directly or indirectly, acquire an asset the value of which
                is wholly or partly attributable to properties that were owned, directly
                or indirectly, by the Corporation or any of its subsidiaries,
                each  Shareholder hereby undertakes that it will not under any
                circumstances within the twelve (12) month period following the Effective
                Time:

            


    

     

    
      	
               

            	
              (a)

            	
              acquire
                any shares, warrants, debt instruments or other securities of the
                Particular Issuer (except with the exception of any such securities
                that
                the Shareholder may acquire, directly or indirectly by reason of
                such
                securities being acquired by (a) a mutual fund (or like investment
                vehicle) over which the Shareholder does not have any influence and
                in
                which the Shareholder owns (directly or indirectly) an interest,
                or by (b)
                an independent investment manager who acquires such securities, by
                reason
                of its own independent decision and without any consultation with
                the
                Shareholder); or

            


    

     

    
      	
               

            	
              (b)

            	
              cause
                any person (including a trust or partnership) over which the Shareholder
                has influence to acquire such
                securities.

            


    

     

     

    ARTICLE 4

     

     

    TERMINATION

     

    Section 4.1                                Automatic
      Termination

     

    This
      Agreement shall automatically terminate upon (i) termination of the Arrangement
      Agreement where the Purchaser is not proceeding with an Alternative Transaction
      supported by the Corporation, or (ii) the Corporation and the
      Purchaser  amending the Arrangement Agreement in a manner that results
      in a reduction of the purchase price payable per Subject Share.

     

    Section 4.2                                Agreement
      to Terminate

     

    This
      Agreement may be terminated by a written instrument executed by each of the
      Purchaser and the Shareholders.

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    Section 4.3                                Effect
      of Termination

     

    If
      this
      Agreement is terminated in accordance with this Article 4, the provisions of this Agreement will
      become void and no party shall have liability to any other party, except in
      respect of a breach of this Agreement which occurred prior to such termination
      and each Shareholder shall be entitled to withdraw any form of proxy in respect
      of the Special Resolution and withdraw any certificate of Non-Participation
      which it may have given or, if applicable, to withdraw any deposited Subject
      Shares to any take-over bid.

     

     

    ARTICLE 5

     

     

    GENERAL

     

    Section 5.1                                Further
      Assurances

     

    Each
      of
      the Shareholders and the Purchaser will, from time to time, execute and deliver
      all such further documents and instruments and do all such acts and things
      as
      the other party may reasonably require and at the requesting party’s cost to
      effectively carry out or better evidence or perfect the full intent and meaning
      of this Agreement.

     

    Section 5.2                                Disclosure

     

    Except
      as
      required by applicable laws or regulations or by any Governmental Entity or
      in
      accordance with the requirements of any stock exchange, no party shall make
      any
      public announcement or statement with respect to this Agreement without the
      approval of the other, which shall not be unreasonably withheld or
      delayed.  Moreover, the parties agree to consult with each other prior
      to issuing each public announcement or statement with respect to this Agreement,
      subject to the overriding obligations of applicable Laws.  The
      Shareholders consent to the details of this Agreement being described in any
      information circular prepared by the Corporation in connection with the
      Arrangement and in any take-over bid circular prepared by the Purchaser with
      respect to any offer to acquire Class A voting shares or Class B non-voting
      shares of the Corporation and in any material change report prepared
      by  Guarantor in connection with the execution and delivery of this
      Agreement and the Arrangement Agreement.

     

    Section 5.3                                Fiduciary
      Obligations.

     

    The
      Purchaser agrees and acknowledges that the Shareholders are bound hereunder
      solely in their capacity as shareholders of the Corporation, and that the
      provisions hereof shall not be deemed or interpreted to bind any Shareholder
      or
      any director, officer or shareholder of Sumac in his capacity as a director
      of
      the Corporation or Sumac.  For the avoidance of doubt, nothing in this
      Agreement shall limit any person from fulfilling his fiduciary duties as a
      director or officer of the Corporation or Sumac.

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    Section 5.4                                Time

     

    Time
      shall be of the essence of this Agreement.

     

    Section 5.5                                Governing
      Law

     

    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      Province of Ontario and of Canada applicable therein (without regard to conflict
      of laws principles).

     

    Section 5.6                                Entire
      Agreement

     

    This
      Agreement, including the schedules hereto and the provisions of the Arrangement
      Agreement incorporated herein by reference, constitutes the entire agreement
      and
      understanding between and among the parties hereto with respect to the subject
      matter hereof and supersedes any prior agreement, representation or
      understanding with respect thereto.

     

    Section 5.7                                Amendments

     

    This
      Agreement may not be modified, amended, altered or supplemented, except upon
      the
      execution and delivery of a written agreement executed by all of the parties
      hereto.

     

    Section 5.8                                Severability

     

    If
      any
      term or other provision of this Agreement is invalid, illegal or incapable
      of
      being enforced by any rule of law or public policy, all other conditions and
      provisions of this Agreement shall nevertheless remain in full force and
      effect.  Upon such determination that any term or other provision is
      invalid, illegal or incapable of being enforced, the parties hereto shall
      negotiate in good faith to modify this Agreement so as to effect the original
      intent of the parties as closely as possible in a mutually acceptable manner
      in
      order that the terms of this Agreement remain as originally contemplated to
      the
      fullest extent possible.

     

    Section 5.9                                Assignment

     

    The
      provisions of this Agreement shall be binding upon and enure to the benefit
      of
      the parties hereto and their respective successors and permitted assigns,
      provided that no party may assign, delegate or otherwise transfer any of its
      rights, interests or obligations under this Agreement without the prior written
      consent of the other parties hereto, except that the Purchaser may assign,
      delegate or otherwise transfer any of its rights, interests or obligations
      under
      this Agreement to an affiliate, without reducing its own obligations
      hereunder.

     

    Section 5.10                                Survival

     

    The
      representations and warranties in Section 3.1(k) and Section 3.2(d) and the covenants
      in Section 3.4 contained in this Agreement on the
      part of each of the parties

     


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    shall
      survive the Effective Date, the execution and delivery under this Agreement
      of
      any share or security transfer instruments or other documents of title to any
      of
      the Subject Shares and the payment of the consideration for the Subject Shares
      pursuant to the terms of the Arrangement.

     

    Section 5.11                                Notices

     

    Any
      notice, request, consent, agreement or approval which may or is required to
      be
      given pursuant to this Agreement shall be in writing and shall be sufficiently
      given or made if delivered, or sent by telecopier, in the case of:

     

    
      	
               

            	
              (a)

            	
              the
                Purchaser, addressed as follows:

            


    

     

    31st
      Floor, 201 Portage Avenue

     

    CanWest
      Global Place

     

    Winnipeg,
      MB R3B 3L7

     

    Attention:                           Richard
      M. Leipsic

     

    Fax
      No.:                           204.947.9841

     

    with
      a
      copy (which shall not constitute notice) to:

     

    Osler
      Hoskin & Harcourt LLP

     

    Box
      50,
      One First Canadian Place

     

    Toronto,
      ON M5X 1B8

     

    Attention:                           Linda
      Robinson

     

    Fax
      No.:                           416.862.6666

     

    


     

    -
      and
      -

     

    


     

    McCarthy
      Tetrault LLP

     

    Suite
      4700, Toronto Dominion Bank Tower

     

    Toronto,
      ON M5K 1E6

     

    


     

    Attention:                           Garth
      M. Girvan

     

    Fax
      No.:                           416-868-0673

     

    -
      and-

     

    Wachtell,
      Lipton, Rosen & Katz

     

    51
      West
      52nd Street

     

    New
      York,
      New York 10019

     

    


     

    Attention:                           Daniel
      A. Neff

     

    Fax
      No.:                           212-403-2000

     

    


     

    
      	
               

            	
              (b)

            	
              the
                Shareholders, addressed as follows:

            


    

     

    c/o
      Sumac
      Corporation Limited

    115
      King
      Street

     

    Stellarton,
      Nova Scotia     B0K 1S0

     

    Attention:                         Donald
      R. Sobey

     

    Fax
      No.:                         902-755-6477

     

    with
      a
      copy (which shall not constitute notice) to:

     

    Stewart
      McKelvey

     

    Suite
      900, 1959 Upper Water Street

     

    Halifax,
      Nova Scotia    B3J  3N2

     

    Attention:                         Mark
      Bursey

     

    Fax
      No.:                         902-420-1417

     

    or
      to
      such other address as the relevant person may from time to time advise by notice
      in writing given pursuant to this Section.  The date of receipt of any
      such notice, request, consent, agreement or approval shall be deemed to be
      the
      date of delivery or sending thereof if sent or delivered during normal business
      hours on a Business Day at the place of receipt and, otherwise, on the next
      following Business Day.

     

    Section 5.12                                Specific
      Performance and other Equitable Rights

     

    It
      is
      recognized and acknowledged that a breach by any party of any material
      obligations contained in this Agreement will cause the other party to sustain
      injury for which it would not have an adequate remedy at law for money damages.
      Accordingly, in the event of any such breach, any aggrieved party shall be
      entitled to the remedy of specific performance of such obligations and
      interlocutory, preliminary and permanent injunctive and other equitable relief
      in addition to any other remedy to which it may be entitled, at law or in
      equity.

     

    Section 5.13                                Expenses

     

    Each
      of
      the parties shall pay its respective legal, financial advisory and accounting
      costs and expenses incurred in connection with the preparation, execution and
      delivery of this Agreement and all documents and instruments executed or
      prepared pursuant hereto and any other costs and expenses whatsoever and
      howsoever incurred.

     

    


     


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    Section 5.14                                Counterparts

     

    This
      Agreement may be executed in one or more counterparts which together shall
      be
      deemed to constitute one valid and binding agreement, and delivery of the
      counterparts may be effected by means of telecopier transmission.

     

    [end
      of page]

     

    


     


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF the parties have executed this Agreement as of the date
      first written above.

     

    
      	
              SUMAC
                CORPORATION LIMITED

            	 	
              6681859
                CANADA INC.

            
	
               

              By:

            	
               

              Donald
                R. Sobey

            	 	
               

              By:

            	
               

              Richard
                Leipsic

            
	 	
              Signature

            	 	 	
              Signature

            
	 	
              Name:

            	 	 	
              Name:
                Richard Leipsic

            
	 	
              Title:

            	 	 	
              Title:
                Director

            
	
               

              By:

            	 	 	
               

              By:

            	
               

              Steven
                Mayer

            
	 	
              Signature

            	 	 	
              Signature

            
	 	
              Name:

            	 	 	
              Name:
                Steven Mayer

            
	 	
              Title:

            	 	 	
              Title:
                Director

            


    

    


     

    
      	 	 	
              Donald
                R. Sobey

            
	
              Witness

            	 	
              Donald
                R. Sobey

            


    

    


     

    


     


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    


     

    SCHEDULE
      “A”

     

    ARRANGEMENT
      AGREEMENT

     

    


     


    
      
        
        

      

      
        16