votingagreement.htm


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

    VOTING
      TRUST AGREEMENT*

     

    THIS
      AGREEMENT made the 15th
      day of August,
      2007

     

    BETWEEN:

     

    CW
      Media Inc., a corporation incorporated under the laws of Canada, and
      the successor to AA Acquisition Corp. (formerly 6681859 Canada Inc.)
(“Amalco”)

     

    -
      and
      -

     

    James
      B. Macdonald (hereinafter referred to as the
“Trustee”)

     

    BACKGROUND:

     

    Whereas
      on January 10, 2007 AA Acquisition Corp., a subsidiary of CanWest MediaWorks
      Inc. (“CanWest”), announced its agreement, subject to certain
      conditions, to acquire all of the issued and outstanding shares of Alliance
      Atlantis Communications Inc. (“AACI”) by way of a plan of
      arrangement (the “Arrangement”);

     

    And
      Whereas AACI, through Alliance Atlantis Broadcasting Inc.
      (“AABI”), owned shares and interests in entities (the
“Regulated Entities”) that hold various licences, permits,
      franchises and authorizations issued by the Canadian Radio-television and
      Telecommunications Commission (the “CRTC”) with respect to
      specialty television broadcasting undertakings, as described in Schedule A
      to
      this agreement (the “Agreement”);

     

    And
      Whereas AA Acquisition Corp. completed the steps set out in the
      Arrangement as a result of which Amalco acquired all of the issued and
      outstanding shares of AACI;

     

    And
      Whereas prior to the completion of the Arrangement, AABI transferred
      certain broadcasting assets and agreements and AACI transferred certain
      designated broadcasting employees to a newly incorporated wholly-owned
      subsidiary of AABI ("New AABI");

     

    And
      Whereas following the completion of the Arrangement, AA Acquisition
      Corp. completed certain other transactions, including an intra-corporate
      reorganization of AACI and its subsidiaries pursuant to which (i) AA Acquisition
      Corp. was amalgamated in succession with AACI, Alliance Atlantis Productions
      Ltd. and AABI to form Amalco and (ii) AACI’s businesses that are subject to
      regulation by the

     

    

      

    

     

      *
        Certain material
        has been omitted from this Voting Trust Agreement pursuant to a request for
        confidential treatment and such omitted material has been filed separately
        with
        the U.S. Securities and Exchange Commission.  Material omitted from
        this agreement is replaced by an asterisk.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    CRTC
      were
      separated from those that are not so regulated, all as more particularly
      described in CRTC Application 2007-0196-3 (the
“Reorganization”);

     

    And
      Whereas following the Reorganization, Amalco now owns, among other
      things, the shares of: (i) 4437420 Canada Inc., the corporation resulting from
      the amalgamation of New AABI with a wholly-owned subsidiary of Amalco; (ii)
      History Television Inc.; (iii) Life Network Inc.; (iv) Showcase Television
      Inc.;
      (v) 4437471 Canada Inc. (“SpecialtyWorks Holdco”), a
      corporation that holds the shares of certain non-wholly owned Regulated Entities
      indicated in Schedule A; and (vi) 4399781 Canada Inc, as well 50% of the
      partnership interests of Historia and Séries+, S.E.N.C.  These
      entities are collectively referred to as the “Specialty TVCos”
and the shares and partnership interests in the Specialty
      TVCos are collectively
      referred to as the “STVCo Interests”.  An
      organizational chart depicting the post-Reorganization structure of the
      Specialty TVCos is attached as Schedule B;

     

    And
      Whereas all of the shares of Amalco are owned by a holding corporation
      of which CanWest indirectly owns 66 2/3% of the voting shares and GS Capital
      Partners VI, L.P. (“GSCP”) indirectly owns 33 1/3% of the
      voting shares;

     

    And
      Whereas the proposed transfer of control of the STVCo Interests to
      Amalco will require the prior approval of the CRTC on terms acceptable to Amalco
      (the “Transaction Approval”);

     

    And
      Whereas Amalco filed an application with the CRTC on May 4, 2007
      requesting any required Transaction Approval;

     

    And
      Whereas, under the Broadcasting Act and its regulations,
      Amalco is obligated not to exercise control over the operations of the Specialty
      TVCos prior to the granting of the Transaction Approval by the
      CRTC;

     

    And
      Whereas Amalco is of the view that the deposit with the Trustee of the
      STVCo Interests to be held by the Trustee for the benefit of Amalco on and
      subject to the terms herein contained is an appropriate mechanism to ensure
      that
      beneficial ownership of the STVCo Interests remain with Amalco, while ensuring
      that all voting rights associated with the STVCo Interests (and hence effective
      control) of AACI’s broadcasting undertakings, are exercised by an independent,
      arm’s length party, pending the CRTC’s consideration of the proposed transfer of
      control of the STVCo Interests, as per the CRTC’s policy regarding use of trust
      arrangements as set out in Public Notice CRTC 1999-196;

     

    And
      Whereas the deposit of the STVCo Interests with the Trustee provides
      assurance that Amalco’s obligation not to exercise control over the operations
      of the Specialty TVCos prior to the granting of the Transaction Approval will
      be
      satisfied;

     

    And
      Whereas the establishment of this voting trust and the deposit of the
      STVCo Interests with the Trustee in accordance with the terms of this Agreement
      is consistent with Public Notice CRTC 1999-196;

     


    
      
         

      

      
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    And
      Whereas the foregoing recitals are those of Amalco and not of the
      Trustee;

     

    Now
      Therefore in consideration of the premises and mutual covenants herein
      contained and for other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, Amalco and the Trustee hereby
      covenant and agree as follows:

     

    
      	
              1.

            	
              Creation
                and Purpose of Voting
                Trust

            


    

     

    Subject
      to the terms and conditions of this Agreement, a voting trust (“Voting
      Trust”) in respect of the STVCo Interests (collectively, the
“Deposited Securities”) is hereby created and established under
      which, inter alia, legal title in and to the Deposited Securities is transferred
      to the Trustee, and the Trustee hereby accepts the Voting Trust created hereby
      and agrees to serve as trustee hereunder in accordance with the terms
      hereof.

     

    Subject
      as provided below, the Voting Trust created hereby shall be
      irrevocable:

     

    
      	
               

            	
              (a)

            	
              until
                Transaction Approval has been obtained on terms acceptable to Amalco
                and
                all of the Deposited Securities and other property then held by the
                Trustee pursuant to this Agreement have been transferred into the
                name of
                and delivered to or to the order of Amalco as provided in paragraph
4(d) below;
                or

            


    

     

    
      	
               

            	
              (b)

            	
              until
                the completion of the sale of all of the Deposited Securities pursuant
                to
                a Request Sale Notice as provided in paragraph 4(e) below or pursuant to a
                notice
                given in accordance with paragraph 4(g)
                below.

            


    

     

    
      	
              2.

            	
              Holding
                of Deposited
                Securities

            


    

     

    
      	
               

            	
              (a)

            	
              Amalco
                shall, following the completion of the Reorganization, subject to
                any
                guarantees and security interests granted in favour of any financial
                institution(s) or other lender(s) (“Lender”) to secure
                loans made by such Lender to Amalco or one or more parent entity
                or
                subsidiary entity of Amalco (collectively the “Borrower”)
                to enable Amalco to acquire all or part of the STVCo Interests, or
                to
                secure additional loans and/or maintain operating loans, transfer
                and
                deliver to the Trustee all of the certificates representing the Deposited
                Securities.  Amalco shall ensure that any such guarantees or
                security interests are subject to any applicable regulatory
                requirements.

            


    

     

    
      	
               

            	
              (b)

            	
              When
                so requested by Amalco in writing, the Trustee shall deliver, from
                time to
                time, to Amalco acknowledgements in writing as to the number, class,
                face
                amount and other characteristics as applicable of the Deposited Securities
                held by him at the time of such
                request.

            


    

     


    
      
         

      

      
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              (c)

            	
              Subject
                to the requirements of any agreement granting any guarantees or security
                interests in the Deposited Securities in favour of any Lender to
                secure
                loans made by such Lender to the Borrower, the Trustee shall retain
                and
                hold in Ontario the certificates representing the Deposited Securities
                only in accordance with and subject to the terms and conditions set
                forth
                in this Agreement.  Except where the  Deposited
                Securities are pledged to a Lender as contemplated in the preceding
                paragraph, all certificates and other instruments evidencing the
                Deposited
                Securities shall at all times be and remain in the possession of
                the
                Trustee.  As directed in writing by Amalco (but without becoming
                personally liable with respect thereto), the Trustee shall cause
                the
                granting of guarantees and security interests (subject to applicable
                regulatory requirements) or give acknowledgements of any existing
                guarantees or security interests referred to in paragraph 2(a)
                above, in the Deposited
                Securities securing loans made by one or more Lenders to the
                Borrower.  The Trustee shall not cause the execution of any
                hypothecation agreement unless it contains provisions stating
                that:

            


    

     

    
      	
               

            	
              (i)

            	
              voting
                rights for any pledged shares or other interests and all rights of the
                Trustee hereunder will remain with the Trustee, even in the event
                of a
                default by the Borrower on the loans (a
                “Default”);

            


    

     

    
      	
               

            	
              (ii)

            	
              in
                the event of a Default, there will be a public or private sale of
                the
                pledged shares or other instruments or interests that are Deposited
                Securities; and

            


    

     

    
      	
               

            	
              (iii)

            	
              prior
                to the exercise of rights by the secured party or by a purchaser
                of such
                shares or other instruments or interests that are Deposited Securities,
                the prior approval of the CRTC, if required, will be
                obtained.

            


    

     

    The
      Trustee shall have no authority to sell, transfer, assign, pledge or otherwise
      dispose of or encumber the Deposited Securities, except to the extent otherwise
      specifically provided in this Agreement.

     

    
      	
              3.

            	
              Maintenance
                of Records

            


    

     

    The
      Trustee shall maintain such records and books as are necessary or appropriate
      to
      enable the Trustee to carry out the terms and conditions of this
      Agreement.

     

    
      	
              4.

            	
              Voting
                and Other Actions by
                Trustee

            


    

     

    
      	
               

            	
              (a)

            	
              During
                the term of this Agreement, all voting rights with respect to the
                Deposited Securities, and the right as shareholder or partner to
                take part
                in or consent to any corporate or shareholder or partner action of
                any
                kind with respect to the Specialty TVCos shall be vested in and exercised
                by the Trustee, subject to the terms of any existing shareholder
                agreement
                or other agreement relating to the SpecialtyTVCos or any of the Regulated
                Entities.

            


    

     


    
      
         

      

      
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              (b)

            	
              During
                the term of this Agreement, and subject to the terms of any existing
                shareholder agreement or other agreement relating to the Specialty
                TVCos
                or any of the Regulated Entities, the Trustee shall vote or cause
                the
                Deposited Securities to be voted, and otherwise exercise such voting
                rights and rights as shareholder or partner, as
                follows:

            


    

     

    
      	
               

            	
              (i)

            	
              to
                cause such actions to be taken as the Trustee may deem necessary
                so as to
                maintain the continuity of the operations and general character of
                the
                Specialty TVCos in the ordinary course of their respective businesses,
                including satisfying commitments that are legally binding on the
                Specialty
                TVCos, including, for greater certainty, to vote against any sale
                of
                assets outside the ordinary course of
                business;

            


    

     

    
      	
               

            	
              (ii)

            	
              to
                require a shareholders meeting to be held if necessary and to remove
                from
                office by ordinary resolution, in accordance with advice from his
                legal
                advisor, who, to the best of the Trustee’s knowledge, shall not be legal
                counsel to Amalco, GSCP or any of their respective shareholders,
                affiliates or subsidiaries (“Legal Advice”), any director
                of the Specialty TVCos who the Trustee believes, acting reasonably,
                will
                not in the future be an Assisting Director.  For these purposes,
                an “Assisting Director” is any person who does not
                oppose, impede or impair the completion of the Arrangement or the
                Reorganization, who renders to the Trustee and Amalco all assistance
                necessary to effect the Reorganization, who at all times acts in
                a manner
                consistent with effecting the Arrangement and the Reorganization
                and
                maintaining the continuity of the operations and general character
                of the
                Specialty TVCos in the ordinary course of their respective businesses
                (including satisfying commitments that are legally binding on the
                Specialty TVCos), who does not waste corporate assets or otherwise
                act in
                a manner inconsistent with the fiduciary responsibilities of a director
                and who provides written confirmation
                (a “Confirmation”) when requested
                to do so by the Trustee that the director is and intends in the future
                to
                be an Assisting Director;

            


    

     

    
      	
               

            	
              (iii)

            	
              in
                any manner necessary based on Legal Advice, to elect or appoint as
                directors of the Specialty TVCos such additional individuals as the
                Trustee in his absolute discretion determines (which may include
                the
                Trustee), provided that any individual to be elected or appointed
                as
                director has provided to the Trustee a Confirmation and the Trustee
                believes, acting reasonably, that the individual will be an Assisting
                Director, to vacancies on the board of directors of the Specialty
                TVCos
                during the term of this Agreement;

            


    

     

    
      	
               

            	
              (iv)

            	
              to
                replace any member of the board of directors of the Specialty TVCos
                who
                resigns or is removed for cause as specified
                in

            


    

     


    
      
         

      

      
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              subparagraph
                4(b)(ii).  In
                exercising these
                powers to elect or appoint new directors, the Trustee shall not appoint
                a
                person who, to the best of the Trustee’s knowledge, is a partner, officer,
                employee, director, shareholder, subsidiary, affiliate or competitor
                (other than the Specialty TVCos), of Amalco or GSCP, or who, to the
                best
                of the Trustee’s knowledge, has any professional business or familial
                relationship with Amalco or GSCP or any partner, officer, employee,
                director, shareholder, subsidiary, affiliate, or, competitor (other
                than
                the Specialty TVCos), of Amalco or GSCP (any such person so related
                to
                Amalco or GSCP being hereinafter referred to as a “Disqualified
                Person”);

            


    

     

    
      	
               

            	
              (v)

            	
              subject
                to subparagraphs (i), (ii),
(iii)
                and (iv) of this paragraph 4(b),
                in the Trustee’s absolute
                discretion based on Legal Advice, to re-elect or re-appoint at annual
                shareholders meetings of the Specialty TVCos and any other shareholders
                meetings of the Specialty TVCos at which directors are to be elected,
                or
                to appoint each director of the Specialty TVCos who was a director
                prior
                to such meeting and otherwise to fill vacancies existing on the board
                of
                directors of the Specialty TVCos;

            


    

     

    
      	
               

            	
              (vi)

            	
              to
                deliver to the Specialty TVCos and to each of their directors a written
                declaration requiring that copies of all monthly management and
                operational reports and financial data relating to the Specialty
                TVCos
                that are prepared in the ordinary course of business and such other
                reports the Trustee considers reasonably necessary to direct and
                supervise
                and monitor the operations of the Specialty TVCos, shall be delivered
                to
                the Trustee and providing that the powers of such directors are restricted
                in that they may not use such powers to cause the Specialty TVCos
                to carry
                on business except in the ordinary
                course;

            


    

     

    
      	
               

            	
              (vii)

            	
              in
                the manner necessary so that the Specialty TVCos shall carry on business
                in the ordinary course, not make or permit any changes out of the
                ordinary
                course, except as provided for in this Agreement or as contemplated
                by the
                Reorganization.  Except as contemplated by the
                Reorganization, the Trustee agrees that he intends
                to cause the Specialty TVCos to operate only in the ordinary course,
                consistent with past practice, applicable legal and regulatory
                requirements and conditions of licences, and in particular, to cause
                the
                Specialty TVCos to act in a manner designed to safeguard their assets,
                maintain the continuity of their operations, including maintaining
                in good
                standing all licences issued to the Specialty TVCos, maintain the
                general
                character of the Specialty TVCos’ operations and preserve their business
                organization and relationships with customers, suppliers and
                others.  To such end, the Trustee and/or the Specialty TVCos
                may

            


    

     


    
      
         

      

      
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              enter
                into such arrangements on commercial terms for the supply of services
                as to enable the Specialty TVCos to carry on their
                businesses in the ordinary course and consistent with past
                practice;

            


    

     

    
      	
               

            	
              (viii)

            	
              upon
                notice in writing from Amalco, to obtain such waivers or consents
                from the
                Lenders to the Borrower as are necessary to permit
                the transfer of the Deposited Securities to the Trustee in accordance
                with
                the terms of this Agreement; or, to the extent such consents or waivers
                cannot be obtained, to obtain replacement financing on terms acceptable
                to
                Amalco;

            


    

     

    
      	
               

            	
              (ix)

            	
              in
                order to:

            


    

     

    
      	
               

            	
              (A)

            	
              obtain
                for Amalco all written information and provide such commercially
                reasonable assistance as may be requested by Amalco in writing from
                the
                Specialty TVCos in order to obtain Transaction Approval (including,
                without limitation, by making any applications and giving any consents
                required for such
                purpose); and

            


    

     

    
      	
               

            	
              (B)

            	
              obtain
                (to the extent not already obtained) all approvals, consents and
                waivers
                (other than Transaction Approval) required to implement the Reorganization
                or to avoid or cure any breach of any applicable law or of the obligations
                of the Specialty TVCos under any material agreement or any loss or
                threatened loss of any material rights of the Specialty TVCos as
                a result
                of the Reorganization and satisfy all conditions attached to all
                such
                approvals, consents and waivers and Transaction
                Approval;

            


    

     

    and
      in
      the event that, based on Legal Advice, the Trustee determines that any director
      of the Specialty TVCos is preventing such Specialty TVCos from complying, or
      refusing to give any authorization required to enable the Specialty TVCos to
      comply, or is otherwise opposing, impeding or impairing such compliance, the
      Trustee shall, to the extent within the Trustee’s power and control, vote or
      cause the Deposited Securities to be voted and otherwise exercise such voting
      rights and rights as a shareholder to remove such director from office in
      accordance with Legal Advice.

     

    
      	
               

            	
              (c)

            	
              No
                person other than the Trustee shall have any voting rights in respect
                of
                any of the Deposited Securities so long as this Agreement is in effect;
                provided that the Trustee may appoint a proxy to vote the Deposited
                Securities solely in the manner directed by the Trustee.  The
                Trustee shall have no direct or indirect beneficial interest in the
                Deposited Securities, and shall only have such voting and other rights
                as
                are specified in this Agreement.

            


    

     


    
      
         

      

      
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              (d)

            	
              The
                Trustee shall cause the certificates and all other documents representing
                all of the Deposited Securities then held by the Trustee to be transferred
                into the name of and delivered to or to the order of Amalco, and
                shall
                take all other actions appropriate to effectuate the transfer and
                delivery
                to or to the order of Amalco, of legal title to the Deposited Securities
                and all other property then held by the Trustee pursuant to this
                Agreement
                at such time as:

            


    

     

    
      	
               

            	
              (i)

            	
              Transaction
                Approval on terms acceptable to Amalco has been granted and such
                approval
                has become effective or such approval is no longer necessary;
                and

            


    

     

    
      	
               

            	
              (ii)

            	
              the
                Trustee receives a written notice from Amalco authorizing such transfer
                and delivery.

            


    

     

    
      	
               

            	
              (e)

            	
              If
                Amalco, by notice in writing to the Trustee (a “Request Sale
                Notice”), informs the Trustee that it has not obtained
                Transaction Approval on terms acceptable to Amalco and is of the
                view that
                Transaction Approval on terms acceptable to Amalco will not, in any
                event,
                be obtained thereafter, then, subject as hereinafter provided, the
                Trustee, acting for the benefit of Amalco, to the extent within the
                Trustee’s power and control and subject to the rights of other Specialty
                TVCos securityholders, shall sell the Deposited Securities or the
                securities or assets of the Specialty TVCos as soon as practicable,
                consistent with the objective of obtaining the best value reasonably
                obtainable to Amalco on an after tax basis and after reasonable
                consultation with Amalco as to the terms and proposed parties to
                any such
                transaction based on advice received from those advisors he deems
                appropriate, provided such advisors are not, to the best of the Trustee’s
                knowledge, immediately prior to and during the term of this Agreement,
                advisors to, and do not have any material professional, business,
                or
                familial relationship with Amalco, GSCP or their respective shareholders,
                subsidiaries, or affiliates (“Advice”) including, without
                limitation, causing the Specialty TVCos to be reorganized and/or
                to pay
                dividends and to make distributions on their respective securities
                as the
                Trustee determines based on Advice so as to maximize after-tax
                proceeds.  The Trustee shall, in a manner consistent with the
                Trustee’s fiduciary obligations hereunder, have discretion in determining
                the sale procedure in selecting the purchasing party or parties and
                in
                determining the terms of such sales with a view to obtaining the
                best
                value reasonably obtainable; provided, however, that Amalco may withdraw
                the Request Sale Notice at any time prior to the consummation of
                any such
                sale, subject to the independent concurrence by the Trustee based
                on
                Advice as to such withdrawal.  All sales shall be conducted in
                compliance with applicable securities laws, and shall be subject
                to such
                prior regulatory approvals as may be required.  Nothing herein
                provides, nor shall it be construed to provide, Amalco with an absolute
                veto over any such sales.  Amalco
                shall

            


    

     


    
      
         

      

      
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              execute
                all documentation and take all steps necessary to allow the Trustee
                to
                discharge its obligations under this paragraph 4.

            


    

     

    
      	
               

            	
              (f)

            	
              During
                the term of the Voting Trust, Amalco by notice in writing to the
                Trustee,
                may require the Trustee from time to time to take any step, action
                or
                proceeding as may be necessary or advisable in connection with obtaining
                any required regulatory approvals, including the disposition or proposed
                disposition of the securities or assets of the Specialty TVCos (a
                “Regulatory Disposition”), as set out in such notice (a
                “Regulatory Disposition Notice”).  Upon a
                Regulatory Disposition Notice being given, the Trustee shall take
                all
                action required by Amalco in such notice to cause the Specialty TVCos,
                to
                the extent necessary, to comply with such notice and to render all
                assistance required by Amalco in connection therewith in the manner
                and
                upon the terms set out in Amalco’s notice subject to any requirements of
                applicable law.

            


    

     

    
      	
               

            	
              (g)

            	
              After
                obtaining Transaction Approval on terms acceptable to Amalco, Amalco
                by
                notice in writing to the Trustee may require the Trustee from time
                to
                time, to the extent within the Trustee’s power and control and subject to
                the rights of other Specialty TVCos securityholders, to take any
                step,
                action or proceeding in connection with the business, corporate and
                capital structure of the Specialty TVCos and/or the disposition or
                proposed disposition of the securities or assets of the Specialty
                TVCos
                set out in such notice.  Upon any such notice being given, the
                Trustee shall take all action required by Amalco in such notice to
                cause
                the Specialty TVCos, to the extent necessary, to comply with such
                notice
                and to render all assistance required by Amalco in connection therewith
                in
                the manner and upon the terms set out in Amalco’s notice subject to any
                requirements of applicable law.

            


    

     

    
      	
               

            	
              (h)

            	
              The
                Trustee shall have the power and shall take such further actions
                (including, but not limited to, taking legal action) to render and
                cause
                the Specialty TVCos, to the extent applicable or necessary, finalize,
                execute and deliver any and all such further documents, agreements,
                authorizations, elections or other instruments in respect of the
                Reorganization, including any agreements, guarantees, security agreements
                and related documentation requested by the Lenders pursuant to any
                financing arrangements of the
                Borrower;

            


    

     

    
      	
               

            	
              (i)

            	
              Subject
                to the terms of this Agreement, if the Trustee receives an offer
                for the
                acquisition of the Deposited Securities, the Trustee shall reject
                any such
                offer, unless expressly advised otherwise by Amalco in
                writing.

            


    

     

    
      	
              5.

            	
              Restricted
                Material Agreements

            


    

     

    
      	
               

            	
              (a)

            	
              Schedule
                C sets out a list of restricted material agreements that Amalco will
                not
                be assigning to New AABI as part of the Reorganization
                (the

            


    

     


    
      
         

      

      
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              “Restricted
                Material Agreements”).  Amalco agrees to hold the Restricted
                Material Agreements for the benefit of New AABI, and in this regard
                undertakes to:

            


    

     

    
      	
               

            	
              (i)

            	
              enforce
                the rights of Amalco under the Restricted Material Agreements against
                the
                issuer thereof or the other parties
                thereto;

            


    

     

    
      	
               

            	
              (ii)

            	
              refrain
                at all times from

            


    

     

    
      	
               

            	
              (A)

            	
              using
                any such Restricted Material Agreements for its own purposes or for
                exercising any control over the operations of the Specialty TVCos;
                and

            


    

     

    
      	
               

            	
              (B)

            	
              assigning
                or providing the benefit of any such Restricted Material Agreement
                to any
                other party, including CanWest, GSCP or any of their respective
                shareholders, affiliates or subsidiaries (other than the Specialty
                TVCos);

            


    

     

    
      	
               

            	
              (iii)

            	
              pay
                or cause to be paid to one or more of the Specialty TVCos all monies
                collected by or paid to Amalco in respect of such Restricted Material
                Agreements;

            


    

     

    
      	
               

            	
              (iv)

            	
              take
                all such actions and do, or cause to be done, all such things as
                New AABI
                may reasonably require in order that the value and benefits of the
                applicable Restricted Material Agreements shall be preserved and
                enure to
                the benefit of New AABI; and

            


    

     

    
      	
               

            	
              (v)

            	
              provide
                reports to New AABI on a periodic basis, and otherwise when requested
                in
                writing by New AABI, concerning the status of the Restricted Material
                Agreements and any actions taken in relation thereto, and consult
                with New
                AABI in advance of taking any such actions or doing, or causing to
                be done
                any thing in relation to the Restricted Material
                Agreements.

            


    

     

    
      	
               

            	
              (b)

            	
              The
                Trustee shall have the power to enforce Amalco’s undertakings under
                Section 5(a)
                directly to the extent Amalco is
                not complying with them.

            


    

     

    
      	
              6.

            	
              Concerning
                the Trustee

            


    

     

    
      	
               

            	
              (a)

            	
              Subject
                to the provisions of this Agreement, the Voting Trust created hereby
                shall
                be managed by the Trustee.

            


    

     

    
      	
               

            	
              (b)

            	
              The
                Trustee shall be entitled to receive compensation for his services
                hereunder at the times and in the amounts as may be agreed to in
                writing
                between the Trustee and Amalco.

            


    

     

    
      	
               

            	
              (c)

            	
              The
                Trustee is expressly authorized to incur and pay all reasonable charges
                 and other expenses which the Trustee deems necessary and
                proper

            


    

     


    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    
      	
               

            	
              in
                the performance of the Trustee’s duties under this Agreement, including
                for legal counsel and other advisors of his choosing retained on
                a per
                diem or hourly basis as the Trustee deems appropriate (or, in the
                event of any requirement for an advisor in connection with a disposition
                or proposed disposition under paragraph 4(e), 4(f)
                or 4(g) above, retained on such
                other
                reasonable basis as the Trustee deems appropriate) as well as for
                office
                space and equipment and clerical assistance as the Trustee may reasonably
                require to allow the Trustee to perform the Trustee’s duties
                hereunder.  Amalco hereby agrees to reimburse and to indemnify
                the Trustee against all claims, costs of defence (including reasonable
                attorneys’ fees and disbursements), expenses and liability incurred by the
                Trustee in connection with the performance of the Trustee’s duties under
                this Agreement, except those incurred as a result of the Trustee’s gross
                negligence, intentional wrongful action or wilful
                misconduct.  Amalco agrees to make any payments to the Trustee
                pursuant to this paragraph within thirty (30) days of submission
                by the
                Trustee of an invoice or bill therefor, plus appropriate supporting
                documentation.  In the case of any fees and disbursements of any
                legal or other advisor retained by the Trustee, the Trustee will
                arrange
                for copies of the accounts therefor to be given to Amalco and to
                set out
                therein in reasonable detail a description of the services rendered
                together with appropriate supporting
                documentation.

            


    

     

    
      	
               

            	
              (d)

            	
              The
                Trustee shall be free from liability in acting upon any paper, document
                or
                signature believed by the Trustee to be genuine and to have been
                signed by
                the proper party.  The Trustee shall not be liable for any error
                of judgment in any act done or omitted, nor for any mistake of fact
                or
                law, nor for anything which the Trustee may do or refrain from doing
                in
                good faith.  In order to obtain Legal Advice and Advice, the
                Trustee may consult with legal, accounting and business advisors
                of his
                own choosing.  Wherever in this Agreement it is provided that
                the Trustee my take (or not take) some step, action or proceeding
                based on
                or in accordance with Legal Advice or Advice, so obtaining such Advice
                or
                Legal Advice and acting (or refraining from so acting) thereupon
                shall be
                optional to the Trustee and the obtaining of such Advice or Legal
                Advice
                shall not be a condition precedent to the taking (or the refraining
                from
                taking) of such step, action or proceeding.  Nevertheless, any
                action, step or proceeding taken (or not taken) in good faith by
                the
                Trustee and in accordance with the Legal Advice or other Advice,
                as
                appropriate, (whether or not it is provided in this Agreement that
                such
                step, action or proceeding is to be taken (or not taken) based upon
                or in
                accordance with Legal Advice or Advice) shall be conclusive on the
                parties
                to this Agreement and the Trustee shall be fully protected and be
                subject
                to no liability in respect thereto.

            


    

     

    
      	
               

            	
              (e)

            	
              The
                rights and duties of the Trustee hereunder shall terminate upon the
                Trustee’s bankruptcy, insolvency or death, and no interest in any of the
                Deposited Securities held by the Trustee or any of the rights and
                duties
                of

            


    

     


    
      
         

      

      
        10

        
          

        

      

      
         

      

    


    
      	
               

            	
              a
                Trustee may be transferred in any manner except as provided in this
                Agreement.  The trustee or other personal representatives of a
                bankrupt, insolvent or deceased Trustee shall, however, have the
                right and
                duty to convey any Deposited Securities held by the Trustee to one
                or more
                successor Trustees.

            


    

     

    
      	
               

            	
              (f)

            	
              The
                Trustee may resign by giving thirty (30) days’ advance written notice of
                resignation to Amalco; provided that a successor Trustee has been
                appointed and such appointment has received all necessary regulatory
                approvals and any orders granting such approval have become final
                orders
                with respect to which no actions, requests for stay, petitions for
                rehearing or reconsideration, or appeals are pending, and as to which
                the
                time for filing any such request, petition or appeal has
                expired.  Amalco shall not unreasonably delay in the appointment
                of a successor Trustee.

            


    

     

    
      	
               

            	
              (g)

            	
              So
                long as the removal of the Trustee and the appointment of a successor
                Trustee have first received all necessary regulatory approval and
                any
                orders granting such approval have become final orders with respect
                to
                which no actions, requests for stay, petitions for rehearing or
                reconsideration, or appeals are pending, and as to which the time
                for
                filing any such request, petition or appeal has expired and the successor
                Trustee is appointed contemporaneously with the removal of the Trustee,
                Amalco may remove the Trustee on ten (10) days’ written notice to the
                Trustee.

            


    

     

    
      	
               

            	
              (h)

            	
              In
                the event of the resignation, bankruptcy, insolvency or death of
                the
                Trustee, he shall be succeeded, subject to such prior approvals of
                the
                CRTC as may be required, by a successor Trustee chosen by
                Amalco.  Any successor Trustee shall succeed to all of the
                rights and obligations of the Trustee replaced hereunder upon the
                execution by such successor Trustee of a counterpart of this
                Agreement.

            


    

     

    
      	
               

            	
              (i)

            	
              The
                Trustee warrants that he is not a Disqualified Person and that he
                is not a
                non-Canadian within the meaning of the Direction to the CRTC
                (Ineligibility of Non-Canadians) SOR/97-192, 1997 Canada
                Gazette Part 11, p. 1222 (“Non-Canadian”) and will
                not take any action that will constitute him a Disqualified Person
                or a
                Non-Canadian during his tenure as Trustee.  Any successor
                Trustee designated pursuant to paragraphs (f), (g) and (h) of this
                Section
                5 shall not be a Disqualified Person or a
                Non-Canadian.

            


    

     

    
      	
              7.

            	
              Beneficial
                Ownership of Shares, Dividends, Distribution of Proceeds of Sale
                of Shares
                or Assets

            


    

     

    Subject
      to the requirements of any agreement granting any security interest in the
      Deposited Securities in favour of any Lender to secure loans made by such Lender
      to the Borrower as provided in this Agreement, Amalco shall remain
      the

     


    
      
         

      

      
        11

        
          

        

      

      
         

      

    


    beneficial
      owner of the Deposited Securities and all income of the Specialty TVCos shall
      accrue to the benefit of Amalco and:

     

    
      	
               

            	
              (a)

            	
              Amalco
                or its designee shall be entitled to receive, from time to time,
                payments
                of dividends, interest, or other distributions if any, collected
                or
                received by the Trustee with respect to Deposited
                Securities.  Such payments shall be made to or to the order of
                Amalco by the Trustee as soon as practicable after the receipt of
                such
                dividends, interest or other distributions.  In lieu of
                receiving such dividends, interest or other distributions and paying
                them
                to Amalco or its designee, if Amalco so advises the Trustee in writing,
                the Trustee shall instruct the Specialty TVCos in writing to pay
                such
                dividends or other distributions directly to Amalco or its
                designee.  In the event any such instruction is given to the
                Specialty TVCos, all liability of the Trustee with regard to the
                payment
                of such dividends or other distributions shall cease, unless and
                until
                such instruction is revoked.  The Trustee may at any time revoke
                such instruction by written notice to the Specialty TVCos and direct
                them
                to make subsequent payments to the
                Trustee;

            


    

     

    
      	
               

            	
              (b)

            	
              in
                the event the Trustee receives any additional voting shares
                of  the Specialty TVCos through a dividend or other distribution
                with respect to any Deposited Securities, the Trustee shall hold
                such
                shares subject to this Agreement as Deposited Securities for the
                benefit
                of Amalco or its designee and such shares shall become subject to
                all of
                the terms and conditions of this Agreement to the same extent as
                if they
                were Deposited Securities acquired by the Trustee pursuant to paragraph
2(a)
                hereof;

            


    

     

    
      	
               

            	
              (c)

            	
              in
                the event of the sale of all or substantially all of the assets of
                the
                Specialty TVCos, the dissolution or total or partial liquidation
                of the
                Specialty TVCos or the sale, exchange or transfer of all or part
                of the
                Deposited Securities, the Trustee shall receive the money, securities,
                rights or property which are distributed or are distributable in
                respect
                thereof, or which are received in exchange therefor, and, after paying
                (or
                reserving for payment thereof) any expenses incurred pursuant to
                this
                Agreement, shall distribute such money, securities, rights or property
                to
                Amalco or its designee; and

            


    

     

    
      	
               

            	
              (d)

            	
              if
                at any time during the term of this Agreement, the Trustee shall
                receive
                or collect any money or other property through distribution by the
                Specialty TVCos to its shareholders, other than as set forth in paragraphs
                (a), (b)
                or (c) of this Section 6, the
                Trustee
                shall distribute such money or other property to Amalco or its
                designee.

            


    

     

    
      	
              8.

            	
              Commencement
                of Voting Trust and
                Termination

            


    

     

    The
      obligations of the parties hereunder shall commence immediately upon the
      transfer and delivery of the Deposited Securities to the Trustee, and
      shall

     


    
      
         

      

      
        12

        
          

        

      

      
         

      

    


    terminate
      upon the delivery to Amalco or its designee of all of the Deposited Securities
      or the sale thereof or of the assets of the Specialty TVCos that are required
      to
      be sold pursuant to a Request Sale Notice as contemplated hereunder and the
      complete distribution of the proceeds to Amalco, except that the indemnity
      obligations of Amalco and Amalco’s obligations to pay amounts owing to the
      Trustee will continue in effect notwithstanding the termination of this
      Agreement.

     

    
      	
              9.

            	
              Communications

            


    

     

    
      	
               

            	
              (a)

            	
              On
                a monthly basis, and otherwise when requested in writing by Amalco,
                the
                Trustee shall communicate with and provide reports to Amalco concerning
                the business, maintenance and the operation of the Specialty
                TVCos.

            


    

     

    
      	
               

            	
              (b)

            	
              Other
                than as provided in paragraph 5(a), 9(a)
                or elsewhere in this Agreement,
                neither Amalco, GSCP, nor any of their respective officers, directors,
                employees, shareholders or affiliates (other than the Specialty TVCos)
                shall communicate with the Trustee regarding the operation or management
                of the Specialty TVCos.  Amalco may communicate with the Trustee
                and/or officers, directors and employees of the Specialty TVCos concerning
                any pre-existing contractual arrangements between Amalco and the
                Specialty
                TVCos, including the residual services agreement between New AABI
                and
                Amalco, the transfer of the Deposited Securities, other information
                on the
                procedures of implementing the Reorganization and other procedures
                required to be taken by the Trustee or the Specialty TVCos pursuant
                to the
                terms hereof including, in the event of a Request Sale Notice or
                Regulatory Disposition Notice, information that could assist the
                Trustee
                in his determination as to the manner in which the disposition of
                any
                shares or assets to be disposed of by him may be carried out so as
                to
                maximize the after-tax proceeds of such disposition to the ultimate
                recipients thereof.

            


    

     

    
      	
               

            	
              (c)

            	
              The
                Trustee shall provide to Amalco or its counsel, copies of all written
                materials sent to or received from the CRTC with respect to the
                Reorganization and report orally to Amalco or its counsel on the
                nature
                and substance of all oral communications with the CRTC with respect
                to the
                Reorganization, all to be provided or reported on as soon as reasonably
                possible.

            


    

     

    
      	
               

            	
              (d)

            	
              Apart
                from that specified in paragraph 9(c),
                any notice, direction, request
                or other instrument required or permitted to be given hereunder shall
                be
                in writing (including telecopier, telex, or any other means of
                communication by which words are capable of being visibly reproduced
                at a
                distance point of reception) and given by delivering or sending it
                by
                telecopy or other similar means of communication
                addressed:

            


    

     


    
      
         

      

      
        13

        
          

        

      

      
         

      

    


    
      	
               

            	
              (i)

            	
              if
                to Amalco at:

            


    

     

    c/o
      CanWest MediaWorks Inc.

    201
      Portage Avenue

    31st
      Floor

    Winnipeg,
      Manitoba

    R3B
      3L7

     

    Attention:                                Richard
      Leipsic

     

    Fax:                      (204)
      947-9841

     

    Copy
      to
      Osler, Hoskin & Harcourt LLP

    One
      First
      Canadian Place

    Box
      50,
      61st
      Floor

    Toronto,
      Ontario

    M5X
      1B8

     

    Attention:                                Linda
      Robinson

     

    Fax:                      (416)
      862-6666

     

    Copy
      to
      GS Capital Partners VI, L.P.

     

    One
      New York Plaza

     

    38th
      Floor

     

    New
      York, New York

     

    Attention:                                
      Ben Adler

     

    Fax:                      (212)
      482-3820

     

    Copy
      to
      McCarthy Tétrault LLP

    Box
      48,
      Suite 4700

    Toronto-Dominion
      Bank Tower

    Toronto,
      Ontario

    M5K
      1E6

     

    Attention:                                Garth
      Girvan

     

    Fax:                      (416)
      868-0673

     

    
      	
               

            	
              (ii)

            	
              if
                to the Trustee at:

            


    

     

    32
      Normandale Crescent

    Toronto,
      Ontario

    M2P
      1M8

    


    Attention:                                James
      B. Macdonald

    Fax:                      (647)
      439-0818

     

    Any
      such
      notice, direction or other instrument given as aforesaid shall be effective
      upon
      receipt, unless received on a day which is not a business

     


    
      
         

      

      
        14

        
          

        

      

      
         

      

    


    day
      in
      which event it shall be deemed to be received on the next business
      day.  Any party may change its address for service from time to time
      by notice given in accordance with the foregoing and any subsequent notice
      shall
      be sent to the party at its changed address.

     

    
      	
              10.

            	
              Miscellaneous

            


    

     

    
      	
               

            	
              (a)

            	
              Except
                for the written agreement between the Trustee and Amalco as to the
                Trustee’s fees for so acting, this Agreement constitutes the entire
                agreement between the parties hereto with respect to the subject
                matter
                hereof and supersedes all prior oral or written agreements, commitments
                or
                understandings with respect to the matters provided for
                herein.

            


    

     

    
      	
               

            	
              (b)

            	
              This
                Agreement may be amended from time to time in any manner specified
                in a
                written notice given by Amalco to the Trustee to which is attached
                copies
                of an amending agreement executed by Amalco for such purpose; provided
                that all necessary approvals, if any, to each such amendment shall
                first
                be obtained from the CRTC.  If any such amendment affects in any
                way any of the rights of the Trustee herein or increases the amount
                of any
                liability or potential liability of the Trustee hereunder as a result
                of
                acting pursuant hereto, the Trustee shall not be bound to agree to
                any
                such amendment.  Subject to the foregoing, the Trustee shall
                execute the copies of the amending agreement attached to the notice
                and
                return at least two (2) copies to
                Amalco.

            


    

     

    
      	
               

            	
              (c)

            	
              This
                Agreement shall be binding upon and shall enure to the benefit of
                the
                parties hereto and their respective personal representatives, permitted
                successors and permitted assigns. Subject to paragraph 6(h), this Agreement and the
                trusts
                hereof shall not be assignable by the
                Trustee.

            


    

     

    
      	
               

            	
              (d)

            	
              If
                any part of any provision of this Agreement or any other agreement,
                documents or writing given pursuant to or in connection with this
                Agreement shall be invalid or unenforceable under applicable law,
                said
                part shall be ineffective to the extent of such invalidity only,
                without
                in any way affecting the remaining part of said provision or the
                remaining
                provisions of this Agreement.

            


    

     

    
      	
               

            	
              (e)

            	
              This
                Agreement, the rights and obligations of the parties hereto, and
                any
                claims and disputes relating thereto, shall be governed by and construed
                exclusively in accordance with the laws of the Province of
                Ontario.

            


    

     

    
      	
               

            	
              (f)

            	
              This
                Agreement may be executed in any number of counterparts, each of
                which
                shall be deemed to be an original and all of which together shall
                be
                deemed to be one and the same
                Agreement.

            


    

     

    
      	
               

            	
              (g)

            	
              The
                Trustee shall comply based on Legal Advice with Public Notice CRTC
                1999-196 and all rules, regulations and policies of the
                CRTC.

            


    

     


    
      
         

      

      
        15

        
          

        

      

      
         

      

    


    
      	
               

            	
              (h)

            	
              The
                parties agree and acknowledge that (i) Amalco has agreed to the
                arrangements provided for in this Agreement pending the CRTC’s
                consideration of the proposed acquisition by Amalco of the STVCo
                Interests, (ii) by agreeing to these arrangements, Amalco is not
                in any
                way transferring, conveying, selling, assigning, hypothecating,
                mortgaging, pledging, granting a security interest in, charging or
                otherwise disposing, alienating or encumbrancing, or otherwise dealing
                with in a similar manner, its beneficial interest in and to the Deposited
                Securities or any shares or interests in any of the Regulated Entities
                or
                any shareholder or other agreement relating to any of the Regulated
                Entities; nor is Amalco under any current unconditional agreement
                or
                commitment to take any such action, and (iii) the rights of the Trustee
                under this agreement shall be subject to any existing shareholder
                or other
                agreement relating to the Specialty TVCos and any of the Regulated
                Entities.

            


    

     


    
      
         

      

      
        16

        
          

        

      

      
         

              

                  -  -      
    

      

    


    


     

    
      	
               

            	
              IN
                WITNESS WHEREOF the parties have executed this
                Agreement.

            


    

     

    
      	 	 	
              CW
                MEDIA INC.

            
	
              Per:

            	 
	 	
              Name:Richard
                Leipsic

            
	 	
              Title:
                Vice-President

            
	
              Per:

            	 
	 	
              Name:
                Riva Richard

            
	 	
              Title:
                Secretary

            


    

    


     

    
      	
              SIGNED,
                SEALED AND DELIVERED in the presence of:

               

              
                

              

              Witness

            	
               

               

              
                

              

              James
                B. Macdonald

              Trustee

            


    

    


     


    
      
         

      

      
        17

        
          

        

      

      
         

      

    


    SCHEDULE
      A

     

    Broadcasting
      undertakings for which AABI has,

     

    directly
      or indirectly, been issued a license or authorization

     

    Specialty
      television undertakings wholly owned, directly or indirectly, by AABI (license
      holder in parentheses).

     

    History
      Television (History Television Inc.)

     

    Life
      Network (Life Network Inc.)

     

    Showcase
      (Showcase Television Inc.)

     

    Showcase
      Action (Showcase Television Inc.)

     

    Showcase
      Diva (Showcase Television Inc.)

     

    The
      Independent Film Channel Canada (Showcase Television Inc.)

     

    


     

    Specialty
      television undertakings not wholly owned by AABI (license holder in
      parentheses). 1  The
      shares of each
      license holder set out below will be transferred to SpecialtyWorks Holdco as
      part of the Reorganization:

     

    BBC
      Canada (Jasper Broadcasting Inc.)

     

    BBC
      Kids
      (Jasper Junior Broadcasting Inc.)

     

    Discovery
      Health Channel (Discovery Health Channel Canada ULC)

     

    Fine
      Living (HGTV Canada Inc.)

     

    Food
      Network Canada (Food Network Canada Inc.)

     

    HGTV
      Canada (HGTV Canada Inc.)

     

    National
      Geographic Channel (NGC Channel Inc.)2

     

    ONE:
      The
      Body, Mind and Spirit Channel (One: The Body, Mind and Spirit Channel
      Inc.)

     

    Scream
      (3924181 Canada Inc.)

     

    


     

    Partnership
      interests that will be held directly by Amalco following the Reorganization
      (license holder in parentheses):

     

    Historia
      (AABI and Astral Broadcasting Inc., partners in general
      partnership)

     

    Séries+
      (AABI and Astral Broadcasting Inc., partners in general
      partnership)

     

    Unlaunched
      Services (authorization holder in parentheses)

     

    D.I.Y.
      Television (4399781 Canada Inc.)

     

    Girls
      TV
      (Showcase Television Inc.)

     

    ZTV
      (Showcase Television Inc.)

     

    Parent
      TV
      (Life Network Inc.)

     

    Military
      Television (History Television Inc.

     

    

      

    

     

      1
        Does not include
        AABI’s 22.3% interest in Score Media Inc.

    

     

      2
        NGC Channel
        Holdings Inc. holds an 80% voting interest in NGC Channel
        Inc.

    


    
      
         

      

      
        18

        
          

        

      

      
         

      

    


    
      CanWest

      (CanWest
        MediaWorks Inc.)

    

    
      CanWest
        Holdco

      (4414616
        Canada Inc.)

    

    
      


       

      Luxco

    

    
      Schedule
        B

       

      Post
        Reorganization Structure

       

    

    


     

    
      Jointco

      (CW
        Investments Co.)

    

    
      331⁄3%
        voting
        interest

    

    
      662⁄3%
        voting
        interest

    

    


     

    
      Specialty
        TV Holdco

      (4414624
        Canada Inc.)

    

    


     

    
      Third
        Party Debt

    

    


     

    
      Specialty
        TV Co

      (CW
        Media
        Holdings Inc.)

    

    


     

    


     

    
      Canco

      (4414641
        Canada Inc.)

    

    
      CRTC-approved
        Voting Trust Agreement

    

    


     

    
      Amalco

      (CW
        Media
        Inc.)

    

    


     

    
      22.3%

    

    


     

    
      Alliance
        Atlantis Media Sales Amalco

    

    
      


      6631363
        Canada Inc.

    

    
      Barney
        Productions Holdings Inc.

    

    
      


      Score
        Media Inc.

    

    
      


      4399781

      Canada
        Inc.

    

    
      


       

      Life

       

      Network
        Inc.

       

      


    

    
      Showcase
        Television Amalco

      (Showcase
        Television Inc.)

    

    
      History
        Television Amalco

      (History
        Television Inc.)

    

    
      


       

      Historia
        Series +

    

    
      


       

      SpecialtyWorks

       

      Holdco

       

      (4437471
        Canada Inc.)

    

    
      


       

      New
        AABI

       

      Amalco

       

      (4437420
        Canada Inc.)

    

    
      50%

    

    


     

    


     

    
      Subsidiaries

    

    


     

    


     

    


     

    
      80%

    

    


     

    
      Broadcast
        Employees

    

    
      NGC
        Channel Inc.

    

    
      Alliance
        Atlantis Broadcasting Inc. Assets

    

    
      Notes:

      
        	
                ·

              	
                History
                  Television Holdco amalgamates with History Television Inc. to form
                  History
                  Television Amalco

              


      

      
        	
                ·

              	
                Showcase
                  Television Holdco amalgamates with Showcase Television Inc. to
                  form
                  Showcase Television Amalco

              


      

      
        	
                ·

              	
                New
                  AABI Holdco amalgamates with New AABI to form New AABI
                  Amalco

              


      

      
        	
                ·

              	
                Alliance
                  Atlantis Media Sales Holdco amalgamates with Alliance Atlantis
                  Media Sales
                  Inc. to form Alliance Atlantis Media Sales
                  Amalco

              


      

    

    


     

    


     

    


     


    
      
         

      

      
        19

        
          

        

      

      
         

      

    


    SCHEDULE
      C

     

    RESTRICTED
      MATERIAL AGREEMENTS

     

    ●
      [LIST REDACTED*]

     

    

      

    

     

      *
        The material has
        been omitted pursuant to a request for confidential treatment and the omitted
        material has been filed separately with the U.S. Securities and Exchange
        Commission.

    


    
      
         

      

      
        20