privizationagreement.htm


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

              

                  EXECUTION
            COPY      
      

                  
      
    

      

    


    


     

    CANWEST
      MEDIAWORKS INC.

     

    -
      and
      -

     

    CWMW
      TRUST

     

    -
      and
      -

     

    CANWEST
      MEDIAWORKS (CANADA) INC.

     

    -
      and
      -

     

    CANWEST
      MEDIAWORKS LIMITED PARTNERSHIP

     

    -
      and
–

     

    CANWEST
      MEDIAWORKS INCOME FUND

     

    
      


       

      


       

      


    

     

    PRIVATIZATION
      AGREEMENT

     

    May
      25, 2007

     

    
      


       

      


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

                                                                                              Page


      
        	
                ARTICLE
                  1

              	 	 
	
                    INTERPRETATION

              	
                 

              	        2
	
                    1.1

              	
                Definitions

              	
                        2

              
	
                    1.2

              	
                Currency

              	
                        7

              
	
                    1.3

              	
                Sections
                  and Headings

              	
                        8

              
	
                    1.4

              	
                Interpretation

              	
                        8

              
	
                    1.5

              	
                Entire
                  Agreement

              	
                        8

              
	
                    1.6

              	
                Time
                  of Essence

              	
                        8

              
	
                    1.7

              	
                Applicable
                  Law

              	
                        8

              
	
                    1.8

              	
                Severability

              	
                        8

              
	
                    1.9

              	
                Successors
                  and Assigns

              	
                        9

              
	
                    1.10

              	
                Amendment
                  and Waivers

              	
                        9

              
	
                    1.11

              	
                No
                  Strict Construction

              	
                        9

              
	
                    1.12

              	
                Statutory
                  References

              	
                        9

              
	
                    1.13

              	
                Business
                  Day

              	
                        9

              
	
                    1.14

              	
                Schedules

              	
                        9

              
	
                ARTICLE
                  2

              	 	 
	
                    THE
                  TRANSACTION

              	
                        

              	        9
	
                    2.1

              	
                Transaction
                  Steps

              	
                        9

              
	
                    2.2

              	
                Allocation
                  of Income and Capital Gains to Unitholders

              	
                        11

              
	
                    2.3

              	
                Fiduciary
                  Duty

              	
                        12

              
	
                    2.4

              	
                Information
                  Circular; Meeting

              	
                        12

              
	
                    2.5

              	
                Approval
                  Under Securityholders’ Agreement

              	
                        13

              
	
                    2.6

              	
                Closing

              	
                        13

              
	
                ARTICLE
                  3

              	 	 
	
                    REPRESENTATIONS
                  AND WARRANTIES

              	
                 

              	        14
	
                    3.1

              	
                Representations
                  and Warranties of the Parties

              	
                        14

              
	
                    3.2

              	
                Representations
                  and Warranties of Fund

              	
                        14

              
	
                    3.3

              	
                Representations
                  and Warranties of Limited Partnership

              	
                        15

              
	
                    3.4

              	
                Expiry
                  of Representations and Warranties

              	
                        15

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                ARTICLE
                  4

              	 	 
	
                    COVENANTS

              	
                 

              	        15 
	
                    4.1

              	
                Ordinary
                  Course of Business

              	
                        15

              
	
                    4.2

              	
                Ordinary
                  Course Covenants of Partnership

              	
                        16

              
	
                    4.3

              	
                Cooperation
                  of Fund and Trust

              	
                        16

              
	
                    4.4

              	
                Financing

              	
                        17

              
	
                    4.5

              	
                Trustees’,
                  Directors’ and Officers’ Insurance and Indemnities

              	
                        17

              
	
                    4.6

              	
                Winding-Up
                  and Termination

              	
                        17

              
	
                    4.7

              	
                Satisfaction
                  of Conditions

              	
                        17

              
	
                    4.8

              	
                Consultation

              	
                        17

              
	
                    4.9

              	
                Amendment
                  of Performance Unit Plan

              	
                        17

              
	
                ARTICLE
                  5

              	 	 
	
                    CLOSING
                  CONDITIONS

              	
                 

              	        18 
	
                    5.1

              	
                Mutual
                  Conditions Precedent

              	
                        18

              
	
                    5.2

              	
                Conditions
                  in Favour of CanWest, General Partner and Limited
                  Partnership

              	
                        18

              
	
                    5.3

              	
                Conditions
                  in Favour of Fund and Trust

              	
                        19

              
	
                ARTICLE
                  6

              	 	 
	
                    TERMINATION

              	
                 

              	        19
	
                    6.1

              	
                Termination

              	
                        19

              
	
                    6.2

              	
                Effect
                  of Termination

              	
                        20

              
	
                    6.3

              	
                Expenses

              	
                        21

              
	
                    6.4

              	
                Remedies

              	
                        24

              
	
                ARTICLE
                  7

              	 	 
	
                   MISCELLANEOUS

              	
                 

              	        22
	
                    7.1

              	
                Notices

              	
                        22

              
	
                    7.2

              	
                Further
                  Assurances

              	
                        23

              
	
                    7.3

              	
                Limited
                  Liability

              	
                        23

              
	
                    7.4

              	
                Counterparts

              	
                        24

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      





    PRIVATIZATION
      AGREEMENT

     

    THIS
      AGREEMENT is made as of the 25th
      day of May,
      2007

     

    BETWEEN:

     

    CANWEST
      MEDIAWORKS INC., a corporation incorporated under the laws of
      Manitoba

     

    (“CanWest”)

     

    -
      and
–

     

    CWMW
      TRUST, a trust created under the laws of Ontario

     

    (“Trust”)

     

    -
      and
      -

     

    CANWEST
      MEDIAWORKS (CANADA) INC., a corporation incorporated under the federal
      laws of Canada

     

    (“General
      Partner”)

     

    -
      and
      -

     

    CANWEST
      MEDIAWORKS LIMITED PARTNERSHIP, a limited partnership created under the
      laws of Ontario by its general partner, CanWest MediaWorks (Canada)
      Inc.

     

    (“Limited
      Partnership”)

     

    -
      and
–

     

    CANWEST
      MEDIAWORKS INCOME FUND, a trust created under the laws of
      Ontario

     

    (“Fund”)

     

    RECITALS:

     

    
      	
              A.

            	
              CanWest
                and Trust are the limited partners of Limited
                Partnership.

            


    

     

    
      	
              B.

            	
              CanWest
                owns 158,262,703 Class B LP Units.

            


    

     

    
      	
              C.

            	
              Fund
                indirectly owns, through Trust, 55,000,000 Class A LP
                Units.

            


    

     

    
      	
              D.

            	
              General
                Partner is the general partner of Limited
                Partnership.

            


    

     

    
      	
              E.

            	
              CanWest
                owns 158,262,703 GP Shares and 914 Preferred Shares of General
                Partner.

            


    

     


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    
      	
              F.

            	
              Fund
                owns 55,000,000 GP Shares and no Preferred Shares of General
                Partner.

            


    

     

    
      	
              G.

            	
              Subject
                to the terms and conditions of this Agreement: (i) Limited
                Partnership intends to purchase for cancellation all of the Class
                A LP
                Units; (ii) General Partner intends to purchase for cancellation all
                of the GP Shares held by Fund; (iii) Trust intends to redeem all of
                the Trust Units and to purchase for cancellation all of the outstanding
                aggregate principal amount of Trust Notes plus accrued and unpaid
                interest; and (iv) Fund intends to redeem all of the
                Units.

            


    

     

    
      	
              H.

            	
              Mr.
                Richard Leipsic, a trustee of Fund appointed by CanWest in accordance
                with
                the terms of the Fund Declaration of Trust, declared his conflict
                of
                interest in respect of the proposed transaction as the Senior Vice
                President and General Counsel of CanWest and did not participate
                in any
                deliberations of the board of trustees of Fund (the trustees of Fund
                other
                than Mr. Leipsic being collectively referred to as the “Fund
                Board”) nor vote in respect of any resolution relating to the
                proposed transaction.

            


    

     

    
      	
              I.

            	
              The
                Fund Board has determined that as of the date hereof the Transaction
                is
                fair to Unitholders and is in the best interests of Fund and Unitholders
                and to support the Transaction and has resolved to recommend that
                Unitholders vote in favour of the Special Resolution approving the
                Transaction at the Meeting.

            


    

     

    THEREFORE
      the Parties agree as follows:

     

    ARTICLE
      1

     

    INTERPRETATION

     

    1.1            Definitions

     

    In
      this
      Agreement:

     

    “Account”
      has the meaning ascribed thereto in the Performance Unit Plan;

     

    “Agreement”
      means this agreement, including all schedules hereto, and all amendments or
      restatements as permitted hereunder;

     

    “Business
      Day” means a day, other than a Saturday or Sunday, on which the
      principal commercial banks in the Cities of Toronto and Winnipeg are open for
      business during normal banking hours;

     

    “CanWest
      Global” means CanWest Global Communications Corp., a corporation
      established under the laws of Canada;

     

    “CanWest
      MediaWorks Publications” means CanWest MediaWorks Publications Inc., a
      corporation established under the laws of Canada;

     

    “Class
      A LP Units” means the Class A units of Limited
      Partnership;

     

    “Class
      B LP Units” means the Class B units of Limited
      Partnership;

     

    “Closing”
      has the meaning ascribed thereto in Section 2.6;

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    “Closing
      Date” has the meaning ascribed thereto in Section 2.6;

     

    “Commitment
      Letter” means the commitment letter dated as of May 25, 2007
      between The Bank of Nova Scotia and Limited Partnership providing for the
      Short-Term Credit Facility and the other credit facilities described
      therein;

     

    “Effective
      Time” means 10:00 a.m. (Toronto time) on the Closing Date or such other
      time as may be agreed to in writing by the Parties;

     

    “Excess
      Distribution Amount” means the amount of any distribution declared on a
      Unit in a month in excess of the Monthly Distribution;

     

    “Expense
      Distribution” means the distribution to be made by Limited Partnership
      to Trust in accordance with Section 5.3 and Section 5.4 of the Limited
      Partnership Agreement and Section 6.3 of this
      Agreement as contemplated in Section 2.1(a)(v);

     

    “Fairness
      Opinion” has the meaning ascribed thereto in Section 3.2(a);

     

    “Final
      Monthly Distribution” has the meaning ascribed thereto in Section 2.1(a)(v);

     

    “Final
      Redemption Date” means July 12, 2007 or such other date agreed to
      by the Parties in writing;

     

    “Fund
      Board” has the meaning ascribed thereto in the recitals;

     

    “Fund
      Declaration of Trust” means the amended and restated declaration of
      trust of Fund made as of the 13th day of
      October,
      2005, as that declaration of trust may be supplemented, amended, restated or
      replaced from time to time in accordance with its terms;

     

    “Fund
      Entity” has the meaning ascribed thereto in the Performance Unit
      Plan;

     

    “Fund
      Material Documents” means collectively: (a) the Fund Declaration of
      Trust; (b) the Trust Declaration of Trust; (c) the Trust Note Indenture; (c)
      the
      Securityholders’ Agreement; (d) the Liquidity and Exchange Agreement; (e) the
      Limited Partnership Agreement; and (f) the Performance Unit Plan;

     

    “Governmental
      Entity” means any: (a) multinational, federal, provincial, state,
      regional, municipal, local or other government, governmental or public
      department, central bank, court, tribunal, arbitral body, commission, board,
      bureau or agency, domestic or foreign; (b) self-regulatory organization, stock
      exchange or securities market including without limitation the TSX; (c) any
      subdivision, agent, commission, board, or authority of any of the foregoing;
      or
      (d)  any quasi-governmental or private body exercising any regulatory,
      expropriation or taxing authority under or for the account of any of the
      foregoing;

     

    “GP
      Shares” means the common shares of General Partner;

     

    “Indemnified
      Persons” has the meaning ascribed thereto in Section 4.5(b);

     

    “Indemnity
      Agreements” have the meaning ascribed thereto in Section 4.5(b);

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    “Independent
      Committee” means the special committee of independent trustees
      of  Fund established to consider the proposal by CanWest in connection
      with the Transaction, consisting of Wayne M.E. McLeod (Chair), Sheelagh D.
      Whittaker and The Hon. Peter M. Liba;

     

    “Information
      Circular” means the notice of Meeting and the
      accompanying management information circular to be sent to Unitholders in
      connection with the Meeting, as the same may be amended, supplemented or
      otherwise modified in accordance with this Agreement;

     

    “Law”
      or “Laws” means all codes and conventions, laws, by-laws,
      statutes, rules, regulations, principles of law and equity, orders, rulings,
      ordinances, judgments, injunctions, determinations, awards, decrees, regulatory
      policies or other requirements of a Governmental Entity and the terms and
      conditions of any permit, and the term “applicable” with
      respect to such Laws and in a context that refers to one or more Parties, means
      such Laws as are applicable to such Party or its business, undertaking, property
      or securities and emanate from a person having jurisdiction over the Party
      or
      Parties or its or their business, undertaking, property or
      securities;

     

    “Limited
      Partnership Agreement” means the limited partnership agreement dated
      September 7, 2005 pursuant to which Limited Partnership was established, as
      amended and restated by an amended and restated limited partnership agreement
      dated October 13, 2005, as the same may be supplemented, amended, restated
      or
      replaced from time to time in accordance with its terms;

     

    “Limited
      Partnership Existing Credit Facilities” means the existing $825 million
      non-revolving term credit facility and the $175 million revolving term credit
      facility of Limited Partnership;

     

    “Liquidity
      and Exchange Agreement” means the liquidity and exchange agreement
      among Fund, Trust, General Partner, Limited Partnership and CanWest dated
      October 13, 2005, as the same may be supplemented, amended, restated or replaced
      from time to time in accordance with its terms;

     

    “LP
      Unit Consideration” means an amount equal to $9.00 multiplied by the
      number of Units outstanding at the Effective Time;

     

    “Material
      Adverse Effect” means any change, effect, event, development,
      occurrence or state of facts: (a) that is, or would reasonably be expected
      to
      be, material and adverse to the business, operations, results of operations,
      liabilities (including contingent liabilities), obligations (whether absolute,
      accrued, conditional or otherwise) capital, properties, assets or financial
      condition of Partnership; (b) that would materially impair Fund or Trust’s
      ability to perform their respective obligations under this Agreement in any
      material respect; (c) that would, or would reasonably be expected to prevent
      or
      materially impair or impede the ability of Fund to qualify as a mutual fund
      trust for purposes of the Tax Act or as a unit trust under paragraph 108(2)(a)
      of the Tax Act; or (d) that would, or would reasonably be expected to cause
      Fund
      or Trust to become subject to tax under Part X11.2 of the Tax Act; other than
      any change, effect, event, development, occurrence or state of facts relating
      to: (i) any change in general economic conditions in Canada or any

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    change
      in
      Canadian securities, financial, banking or currency exchange markets; (ii)
      any
      change in the trading volume or market price of the Units primarily resulting
      from a change, effect, event, development or occurrence excluded from the
      definition of Material Adverse Effect under clauses (i), (iii), (iv), (v) or
      (vi) hereof; (iii) any change or development resulting from any act of terrorism
      or any outbreak of hostilities or war (or any escalation or worsening thereof)
      or any natural disaster; (iv) any change or development affecting the Canadian
      newspaper or related industries generally or the specific industries in which
      Partnership operates; (v) the announcement of the entering into of this
      Agreement or the Transaction; or (vi) any change, effect, event, development,
      occurrence or state of facts initiated by or at the direction of CanWest or
      CanWest Global, or arising as a result of the negligence or misconduct of
      CanWest or CanWest Global or the failure by CanWest or CanWest Global to take
      any action that it is required to take pursuant to any agreement between CanWest
      and CanWest Global, on the one hand, and Limited Partnership, Trust or Fund
      on
      the other hand; provided, however, that any such change referred to in clauses
      (i), (iii) or (iv) above does not primarily relate only to (or have the effect
      of primarily relating only to) Partnership or disproportionately adversely
      affect Partnership compared to other companies or other entities operating
      in
      Canada in the industries in which Partnership operates;

     

    “material
      fact” has the meaning ascribed thereto under the Securities
      Act;

     

    “Meeting”
      means the special meeting of the Unitholders, including any adjournment or
      postponement thereof, to be called and held to consider the
      Transaction;

     

    “Misrepresentation”
      has the meaning ascribed thereto under the Securities Act;

     

    “Monthly
      Distribution” means the regular monthly distribution to Unitholders not
      to exceed $0.0771 per Unit per month;

     

    “Notice”
      has the meaning ascribed thereto in Section 7.1;

     

    “Outside
      Date” means July 31, 2007 or such other date as agreed to in
      writing between the Parties;

     

    “OSC
      Rule 61-501” means Ontario Securities Commission Rule 61-501 –
Insider Bids, Issuer Bids, Business Combination and Related Party
      Transactions;

     

    “Participant”
      has the meaning ascribed thereto in the Performance Unit Plan;

     

    “Partnership”
      means Limited Partnership, its general partner, General Partner, and its
      subsidiaries, including, for greater certainty, CanWest MediaWorks Publications
      and any subsidiaries of CanWest MediaWorks Publications;

     

    “Party”
      means a signatory to this Agreement;

     

    “Performance
      Modifier” has the meaning ascribed thereto in the Performance Unit
      Plan;

     

    “Performance
      Unit Plan” means Fund’s Performance Unit Plan effective October 11,
      2005, as amended from time to time in accordance with its terms;

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    “Performance
      Units” means Performance Units granted under the Performance Unit
      Plan;

     

    “Person” includes
      any individual, firm, partnership, limited partnership, limited liability
      partnership, joint venture, venture capital fund, limited liability company,
      unlimited liability company, association, trust, trustee, heir, executor,
      administrator, legal personal representative, estate, group, body corporate,
      corporation, unincorporated association or organization, Governmental Entity,
      syndicate or other entity, whether or not having legal status;

     

    “Post-Closing
      Fund Trustee” has the meaning ascribed thereto in Section 4.6(a);

     

    “Preferred
      Shares” means the preferred shares of General Partner;

     

    “Redemption
      Units” has the meaning ascribed thereto in the Performance Unit
      Plan;

     

    “Regulation
      Q-27” means the Autorité des marchés financiers (Quebec) Regulation 27
– Respecting Protection of Minority Securityholders in the Course
      of Certain
      Transactions;

     

    “Securities
      Act” means the Securities Act (Ontario);

     

    “Securities
      Regulatory Authorities” means the TSX and the appropriate securities
      commission or similar regulatory authority in each of the provinces and
      territories of Canada;

     

    “Securityholders’
      Agreement” means the securityholders’ agreement between Fund, Trust,
      General Partner, Limited Partnership and CanWest dated October 13, 2005, as
      the
      same may be supplemented, amended, restated, or replaced from time to time
      in
      accordance with its terms;

     

    “Short-Term
      Credit Facility” means the short-term credit facility in the amount of
      up to $1,300,000,000 contemplated by the Commitment Letter;

     

    “SIFT
      Proposals” means the changes to the taxation of publicly traded trusts
      announced on October 31, 2006 by the Minister of Finance and incorporated in
      draft legislation dated December 21, 2006 and Notice of Ways and Means Motion
      dated March 27, 2007;

     

    “Special
      Resolution” means a Special Resolution (as defined in the Fund
      Declaration of Trust) of the Unitholders approving the Transaction, such
      resolution to be substantially in the form attached as Schedule A to this
      Agreement, with such modifications and amendments as may be satisfactory to
      Limited Partnership and Fund, acting reasonably;

     

    “Stub
      Period Distribution” means if the Closing Date occurs on a date that is
      on or following the tenth Business Day of any month, an amount per Unit equal
      to
      the product of $0.0771 multiplied by a fraction, the numerator of which is
      the
      number of days that have elapsed in the month in which the Closing Date occurs,
      including the first day of the month and the Closing Date, and the denominator
      of which is the total number of days in the month in which the Closing Date
      occurs;

     

    “Tax
      Act” means the Income Tax Act (Canada);

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    “Total
      Stub Period Distribution” has the meaning ascribed thereto in
      Section 2.1(a)(v);

     

    “Transaction”
      means the transactions contemplated by this Agreement, including those described
      in Section 2.1;

     

    “Transaction
      Consideration” means an amount equal to the Unit
      Redemption Price multiplied by the number of Units outstanding at the Effective
      Time;

     

    “Trust
      Declaration of Trust” means the amended and restated declaration of
      trust of Trust made as of the 13th day of
      October,
      2005 as that declaration of trust may be supplemented, amended, restated or
      replaced from time to time in accordance with its terms;

     

    “Trust
      Note Consideration” has the meaning ascribed thereto in Section 2.1(a)(viii);

     

    “Trust
      Note Indenture” means the indenture between Trust, as issuer, and
      Computershare Trust Company of Canada, as indenture trustee, dated October
      13,
      2005, which governs the Trust Notes as that indenture may be supplemented,
      amended, restated or replaced from time to time in accordance with its
      terms;

     

    “Trust
      Notes” means the issued and outstanding Series 1 Notes of
      Trust;

     

    “Trust
      Units” means the issued and outstanding trust units of
      Trust;

     

    “TSX”
      means the Toronto Stock Exchange;

     

    “Unitholder
      Approval” means: (a) approval of the Special Resolution by 662⁄3% of
      the votes cast by the Unitholders present in person or represented by proxy
      at
      the Meeting in accordance with the Fund Declaration of Trust; and
      (b) minority approval of the Special Resolution within the meaning of OSC
      Rule 61-501 and Regulation Q-27;

     

    “Unitholders”
      means the registered or beneficial holders of the issued and outstanding Units
      prior to the redemption of Units contemplated in Section 2.1(b)(iii), as the context requires;

     

    “Unit
      Redemption Price” means an amount per Unit equal to the sum of: (a)
      $9.00; and (b) the Stub Period Distribution, if any;

     

    “Units”
      means the issued and outstanding trust units of Fund; and

     

    “Valuation”
      has the meaning ascribed thereto in Section 3.2(b).

     

    
      	
              1.2

            	
              Currency

            


    

     

    Unless
      otherwise indicated, all dollar amounts in this Agreement are expressed in
      Canadian funds.

     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    1.3           Sections
      and Headings

     

    The
      division of this Agreement into Articles and Sections, the insertion of headings
      and the inclusion of a table of contents are for reference purposes only and
      shall not affect the interpretation of this Agreement.  Unless otherwise
      indicated, any reference in this Agreement to an Article, a Section or a
      Schedule refers to the specified Article or Section of, or Schedule to, this
      Agreement.

     

    
      	
              1.4

            	
              Interpretation

            


    

     

    In
      this
      Agreement, words importing the singular number only shall include the plural
      and
vice versa and words importing gender shall include all genders.
 Wherever the word “include” or any grammatical variation appears in this
      Agreement, it shall be deemed to be followed by the phrase “without
      limitation”.

     

    
      	
              1.5

            	
              Entire
                Agreement

            


    

     

    This
      Agreement, together with the documents to be delivered pursuant to this
      Agreement, constitutes the entire agreement between the Parties concerning
      the
      Transaction and supersedes all prior agreements, understandings, negotiations
      and discussions, whether written or oral.  There are no conditions,
      covenants, agreements, representations, warranties, indemnities or other
      provisions, express or implied, collateral, statutory or otherwise, relating
      to
      the subject matter of this Agreement except as provided in this
      Agreement.

     

    
      	
              1.6

            	
              Time
                of Essence

            


    

     

    Time
      shall be of the essence of this Agreement.

     

    
      	
              1.7

            	
              Applicable
                Law

            


    

     

    This
      Agreement shall be construed, interpreted and enforced in accordance with,
      and
      the respective rights and obligations of the Parties shall be governed by,
      the
      Laws of the Province of Ontario and the federal Laws of Canada applicable in
      that province, and each Party unconditionally submits to the non-exclusive
      jurisdiction of the courts of the Province of Ontario.

     

    
      	
              1.8

            	
              Severability

            


    

     

    If
      any
      term or other provision of this Agreement is invalid, illegal or incapable
      of
      being enforced by any rule or Law, or public policy, all other conditions and
      provisions of this Agreement shall nevertheless remain in full force and effect
      so long as the economic or legal substance of the transactions contemplated
      hereby is not affected in any manner materially adverse to any Party. 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 an acceptable manner to the end that the transactions contemplated
      hereby are fulfilled to the fullest extent possible.

     


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    1.9           Successors
      and Assigns

     

    This
      Agreement shall enure to the benefit of and shall be binding on, and enforceable
      by, the Parties and, where the context so permits, their respective successors
      and permitted assigns.  No Party may assign any of its rights or
      obligations hereunder without the prior written consent of the other
      Parties.

     

    
      	
              1.10

            	
              Amendment
                and Waivers

            


    

     

    No
      amendment or waiver of any provision of this Agreement shall be binding on
      any
      Party unless consented to in writing by that Party.  No waiver of any
      provision of this Agreement shall constitute a waiver of any other provision,
      nor shall any waiver constitute a continuing waiver unless otherwise expressly
      provided.

     

    
      	
              1.11

            	
              No
                Strict Construction

            


    

     

    The
      language used in this Agreement is the language chosen by the Parties to express
      their mutual intent, and no rule of strict construction shall be applied against
      any Party.

     

    
      	
              1.12

            	
              Statutory
                References

            


    

     

    A
      reference to a statute includes all rules and regulations made pursuant to
      such
      statute and, unless otherwise specified, the provisions of any statute or
      regulation or rule which amends, replaces, supplements or supersedes any such
      statute or any such regulation or rule.

     

    
      	
              1.13

            	
              Business
                Day

            


    

     

    Any
      action or payment required or permitted to be taken or made hereunder on a
      day
      that is not a Business Day may be taken or made on the next following Business
      Day.

     

    
      	
              1.14

            	
              Schedules

            


    

     

    The
      following Schedules are attached to and form part of this
      Agreement:

     

    Schedule
      A                                -           Special
      Resolution

     

    
      	
               

            	
              Schedule
                B

            	
              -

            	
              Form
                of Indemnity Agreement

            


    

     

    


    ARTICLE
      2

     

    THE
      TRANSACTION

     

    
      	
              2.1

            	
              Transaction
                Steps

            


    

     

    
      	
               

            	
              (a)

            	
              At
                the Effective Time the following transaction steps shall occur and
                be
                deemed to occur in the following order, and for greater certainty
                none of
                the following steps shall be deemed to occur unless all such steps
                shall
                have occurred and been completed:

            


    

     

    
      	
               

            	
              (i)

            	
              The
                Liquidity and Exchange Agreement shall be
                terminated.

            


    

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (ii)

            	
              The
                Securityholders’ Agreement shall be
                terminated.

            


    

     

    
      	
               

            	
              (iii)

            	
              The
                Limited Partnership Agreement shall be amended to provide for the
                income
                allocation described in Section 2.2.

            


    

     

    
      	
               

            	
              (iv)

            	
              Any
                other amendments to the Fund Material Documents or other agreements
                as
                contemplated by Section 4.3 shall be
                made.

            


    

     

    
      	
               

            	
              (v)

            	
              Limited
                Partnership shall distribute in cash to Trust: (A) an amount equal
                to the
                Monthly Distribution, if any, for the month ending prior to the Closing
                Date, if such Monthly Distribution remains unpaid as of the Closing
                Date,
                multiplied by the number of Units outstanding on the record date
                for such
                Monthly Distribution (the “Final Monthly Distribution”);
                (B) the Expense Distribution; and (C) the Stub Period Distribution,
                if
                any, multiplied by the number of Units outstanding at the Effective
                Time
                (the “Total Stub Period
                Distribution”).

            


    

     

    
      	
               

            	
              (vi)

            	
              Limited
                Partnership shall purchase for cancellation all of the issued and
                outstanding Class A LP Units and Class B LP Units, if
                any, held by Trust for an aggregate purchase price
                in cash equal to the LP Unit Consideration.  For greater
                certainty, following such purchase, Trust shall cease to have any
                further
                right to receive any declared and unpaid distributions on the Class
                A LP
                Units or Class B LP Units.

            


    

     

    
      	
               

            	
              (vii)

            	
              General
                Partner shall purchase for cancellation all of the issued and outstanding
                GP Shares held by Fund for an aggregate purchase price in cash of
                $30.00.

            


    

     

    
      	
               

            	
              (viii)

            	
              Trust
                shall pay a cash distribution to Fund equal to the amount, if any,
                by
                which the aggregate of the: (A) Final Monthly Distribution (if any);
                (B)
                Expense Distribution; and (C) Total Stub Period Distribution (if
                any)
                exceeds the interest payable under the Trust Notes for the: (x) month
                ending prior to the Closing Date; and (y) month in which the Closing
                Date
                occurs.

            


    

     

    
      	
               

            	
              (ix)

            	
              Trust
                shall purchase for cancellation all of the aggregate principal amount
                of
                the Trust Notes held by Fund for an aggregate redemption price in
                cash
                equal to the then outstanding aggregate principal amount of Trust
                Notes,
                plus accrued and unpaid interest to the Closing Date (the “Trust
                Note Consideration”).

            


    

     

    
      	
               

            	
              (x)

            	
              Trust
                shall redeem and cancel all of the issued and outstanding Trust Units
                for
                an aggregate redemption price in cash equal to the amount obtained
                when
                the Trust Note Consideration is subtracted from the amount by which
                the
                aggregate of: (A) the LP Unit Consideration; and (B) the distributions
                received by Trust from Limited Partnership pursuant to Section 2.1(a)(v) exceeds (C) the distributions made
                by
                Trust to Fund pursuant to Section 2.1(a)(viii).

            


    

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (b)

            	
              On
                the Final Redemption Date the following transaction steps shall occur
                and
                be deemed to occur in the following order, and for greater certainty
                none
                of the following steps shall be deemed to occur unless all such steps
                shall have occurred and been
                completed:

            


    

     

    
      	
               

            	
              (i)

            	
              Fund
                shall pay the Final Monthly Distribution, if any, if such Final Monthly
                Distribution remains unpaid as of the Final Redemption
                Date.

            


    

     

    
      	
               

            	
              (ii)

            	
              The
                Performance Unit Plan shall be amended as contemplated by Section 4.9, Fund Board shall terminate the Performance
                Unit Plan, all Performance Units in a Participant’s Account shall
                immediately vest and each Participant shall receive a cash payment
                from
                the Participant’s employer or Fund Entity to whom the Participant provides
                services in an amount per Performance Unit held by such Participant
                equal
                to the Unit Redemption Price multiplied by the applicable Performance
                Modifier in respect of such Performance Unit, calculated in accordance
                with the terms of the Performance Unit Plan as amended pursuant to
                Section 4.9.

            


    

     

    
      	
               

            	
              (iii)

            	
              Fund
                shall redeem and cancel all of the issued and outstanding Units at
                a price
                in cash per Unit equal to the Unit Redemption Price. For greater
                certainty, Fund may deduct or withhold from the foregoing all amounts
                required by Law to be deducted or withheld from such payment, provided
                that any such amounts so deducted or withheld are remitted as required
                by
                Law.

            


    

     

    
      	
              2.2

            	
              Allocation
                of Income and Capital Gains to
                Unitholders

            


    

     

    
      	
               

            	
              (a)

            	
              The
                income of Limited Partnership for Limited Partnership’s taxation year
                ending December 31, 2007 for purposes of the Tax Act shall be allocated
                to
                Trust in an amount equal to the aggregate amount of all cash distributions
                paid by Limited Partnership to Trust with respect to that taxation
                year
                and on or prior to the Closing Date (which distributions, for greater
                certainty, shall include the Expense Distribution but shall not include
                any portion of the amount paid by Limited Partnership on the purchase
                for
                cancellation of the Class A LP Units and Class B LP Units, if any,
                held by
                Trust).

            


    

     

    
      	
               

            	
              (b)

            	
              In
                connection with the Transaction, Trust and Fund shall make such
                designations and filings for income tax purposes as may be necessary
                to be
                filed or designated on the part of Trust and Fund such that any income
                and
                capital gains realized by Trust and Fund as a result of the Transaction
                shall be allocated to Unitholders pro rata based on the number of
                Units
                held by them at the Effective Time and such that Trust and Fund have
                no
                taxable income as a result of the deductions permitted to each of
                Fund and
                Trust by subsection 104(6) of the Tax Act in respect of such
                designations.

            


    

     

    
      	
               

            	
              (c)

            	
              Other
                than as part of the Transaction, the Parties shall not take any steps
                that
                would result in the income tax consequences to a Unitholder whose
                Units
                are redeemed as part of the Transaction being adversely affected
                by any
                transactions or events involving Trust or Fund that occur subsequent
                to
                such redemption.

            


    

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    2.3            Fiduciary
      Duty

     

    Nothing
      contained herein shall be construed to require the Fund Board to take or refrain
      from taking any action that would be inconsistent with its obligation to
      properly discharge its fiduciary duties under applicable Laws and/or the Fund
      Declaration Trust, and the Fund Board may change its recommendation consistent
      with the proper discharge of its fiduciary duties, provided that Fund shall
      have
      notified Limited Partnership regarding its intention to do any of the foregoing
      prior to taking any steps in connection therewith.  Notwithstanding
      the foregoing, nothing in this Section 2.3
      shall limit in any way the obligation of Fund to convene and hold the Meeting
      in
      accordance with Section 2.4 of this Agreement
      unless this Agreement is terminated in accordance with Article 6.

     

    
      	
              2.4

            	
              Information
                Circular; Meeting

            


    

     

    
      	
               

            	
              (a)

            	
              As
                promptly as reasonably practicable after the execution and delivery
                of
                this Agreement, Fund shall in consultation with Limited Partnership:
                (i) establish a record date for, duly call, give notice of, convene
                and hold the Meeting, provided that subject to Section 2.4(f), the
                Meeting
                shall be held no later than July 4, 2007; and (ii) prepare the
                Information Circular, together with any other documents required
                by the
                Fund Declaration of Trust and applicable Laws in connection with
                the
                Meeting.  The Information Circular shall include (among other
                things) the recommendation of the Fund Board that Unitholders vote
                in
                favour of the Special Resolution, the Valuation and the Fairness
                Opinion.  Limited Partnership shall be afforded a reasonable
                opportunity to review the Information Circular and such other documents
                and amendments thereto and Fund will consider (acting reasonably)
                all
                comments, provided that any statements in the Information Circular
                and
                such other documents and amendments relating solely to CanWest Global,
                CanWest, General Partner or Limited Partnership shall be in a form
                satisfactory to Limited Partnership and its advisors acting reasonably
                and
                provided further that the Special Resolution included in the Information
                Circular or any modifications or amendments thereto shall be in the
                form
                attached as Schedule A to this Agreement unless the consent in writing
                of
                Limited Partnership, acting reasonably, to any modification or amendment
                to the Special Resolution shall have been obtained.  Fund will
                file the Information Circular and any other documentation required
                to be
                filed under applicable Laws with Securities Regulatory Authorities
                in all
                jurisdictions where the Information Circular is required to be filed
                by
                Fund and mail or cause to be mailed the Information Circular and
                any other
                documentation required to be mailed under the Fund Declaration of
                Trust or
                applicable Laws in connection with the Meeting to each Unitholder
                and
                holder of Performance Units and each other Person to whom such documents
                are required to be sent under applicable Laws and the Fund Declaration
                of
                Trust. CanWest, General Partner and Limited Partnership will provide
                such
                assistance as Fund may reasonably request in such regard (and in
                respect
                of any amendments to the Information
                Circular).

            


    

     

    
      	
               

            	
              (b)

            	
              Each
                of Limited Partnership and Fund shall proceed diligently, in a coordinated
                fashion and use its reasonable commercial efforts to co-operate in
                the
                preparation of the Information Circular and of any exemptive relief
                applications or orders and

            


    

     


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              any
                other documents deemed reasonably necessary by any of them to discharge
                their respective obligations under applicable
                Laws.

            


    

     

    
      	
               

            	
              (c)

            	
              Each
                of the Parties shall furnish to Fund in writing, on a timely basis,
                all
                information as may be reasonably required to effect the foregoing
                actions,
                and each covenants that no information so furnished by it in writing
                in
                connection with those actions will contain any untrue statement of
                a
                material fact or omit to state a material fact that is required to
                be
                stated or that is necessary to make any statement not misleading
                in the
                light of the circumstances in which it was
                made.

            


    

     

    
      	
               

            	
              (d)

            	
              Each
                of the Parties shall promptly notify the others if at any time before
                the
                Effective Time it becomes aware that there is a Misrepresentation
                in the
                Information Circular or that the Information Circular otherwise requires
                an amendment or supplement.  In any such event, the Parties
                shall cooperate in the preparation of a supplement or amendment to
                the
                Information Circular and, if required, shall cause the same to be
                distributed or otherwise publicly disseminated to Unitholders, holders
                of
                Performance Units and other Persons to whom the Information Circular
                was
                required to be sent under applicable Laws and/or to be filed with
                the
                applicable Securities Regulatory
                Authorities.

            


    

     

    
      	
               

            	
              (e)

            	
              Fund
                shall ensure that the Information Circular complies in all material
                respects with all applicable Laws and, without limiting the generality
                of
                the foregoing, that the Information Circular does not contain a
                Misrepresentation (except with respect to any information relating
                to and
                provided by CanWest, General Partner or Limited Partnership in writing)
                and provides the Unitholders with information in sufficient detail
                to
                permit them to form a reasoned judgement concerning the matters to
                be
                placed before them at the Meeting.

            


    

     

    
      	
               

            	
              (f)

            	
              Other
                than as required for the Fund Board to comply with its fiduciary
                duties
                under applicable Laws and/or the Fund Declaration of Trust or as
                otherwise
                required by applicable Laws or the Fund Declaration of Trust, Fund
                shall
                not adjourn, postpone or cancel (or propose for adjournment, postponement
                or cancellation) the Meeting without Limited Partnership’s prior written
                consent, acting reasonably, provided that Fund shall, subject to
                and in
                accordance with the requirements of the Fund Declaration of Trust
                and
                applicable Laws, adjourn or postpone the Meeting (including taking
                or
                causing to be taken all steps necessary to reconvene any such meeting)
                from time to time at Limited Partnership’s request if: (i) reasonably
                necessary to obtain Unitholder Approval; or (ii) determined to be
                desirable by Limited Partnership, acting
                reasonably.

            


    

     

    
      	
               

            	
              (g)

            	
              If
                requested Fund shall deliver to, or cause to be delivered to, Limited
                Partnership, promptly upon written request: (i) basic lists of all
                registered Unitholders or other security holders of Fund showing
                the name
                and address of each holder and the number of Units, or other securities
                of
                Fund as the case may be, held by each such holder, all as shown on
                the
                records of Fund as of a date that is not more than three Business
                Days
                prior to the date of delivery of such basic lists and a list of
                participants in book-based clearing systems, nominee registered
                Unitholders, or other securities of Fund as the case may be, such
                as
                CDS&Co., and non-registered beneficial owners lists, and securities
                positions and other information andassistance as Limited Partnership
                may
                reasonably request in connection with the consummation of the Transaction;
                and (ii) from time to time, at the request of Limited Partnership,
                acting
                reasonably, updated or supplemental lists setting out any changes
                from the
                list referred to in clause (i) above in the names or addresses of
                the
                registered Unitholders or other security holders or the number of
                Units or
                other securities of Fund held by each such
                holder.

            


    

     

    
      	
               

            	
              (h)

            	
              Fund
                shall solicit proxies in respect of the Special Resolution and shall
                be
                reimbursed by CanWest for any reasonable out-of-pocket expenses it
                incurs
                in connection with such solicitation. CanWest, General Partner and
                Limited
                Partnership shall be permitted, in compliance with applicable Laws,
                to
                solicit proxies on behalf of Fund in respect of the Special Resolution
                unless and until the Fund Board, in accordance with Section 2.3, withdraws or modifies its recommendation
                that Unitholders vote in favour of the Special Resolution.  Fund
                agrees that Limited Partnership and/or CanWest may at CanWest’s expense,
                use the services of dealers and proxy solicitation agents acceptable
                to
                Fund, acting reasonably, to solicit proxies in favour of the Special
                Resolution.  Fund shall be afforded a reasonable opportunity to
                review any scripts or related materials in connection with any such
                proxy
                solicitation and Limited Partnership will consider (acting reasonably)
                all
                comments, Limited Partnership shall advise Fund with respect to proxy
                solicitation reports received from such proxy solicitation agent
                as
                reasonably requested by Fund. Fund shall advise
                Limited Partnership and CanWest with respect to proxy solicitation
                results
                as reasonably requested by Limited Partnership or
                CanWest.

            


    

     

    
      	
              2.5

            	
              Approval
                Under Securityholders’
Agreement

            


    

     

    The
      Parties agree and acknowledge that the consideration and approval of the
      Transaction by the Independent Committee shall be deemed to satisfy the
      provisions of Section 2.7 of the Securityholders’ Agreement.

     

    
      	
              2.6

            	
              Closing

            


    

     

    The
      Closing (the “Closing”) will be held as
      soon as practicable and in any event no later than the Business Day after the
      satisfaction or waiver (subject to applicable Laws) of the conditions (excluding
      conditions that, by their terms, are to be satisfied on the Closing Date, but
      subject to the satisfaction or, where permitted the waiver, of those conditions
      as of the Closing Date) set forth in Article 5, and
      is expected to be held on or before 10:00 a.m. (Toronto time) on July 10,
      2007 or such other time or date as is agreed to in writing by the Parties (the
      “Closing Date”).  The Closing will take place at the
      offices of Osler, Hoskin & Harcourt LLP, 1 First Canadian Place, 100 King
      Street West, Toronto, Ontario, M5X 1B8, on the Closing Date unless another
      place
      is agreed to in writing by the Parties.

     


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    Article
      3

     

    REPRESENTATIONS
      AND WARRANTIES

     

    
      	
              3.1

            	
              Representations
                and Warranties of the
                Parties

            


    

     

    Each
      Party hereby represents and warrants to and in favour of each other Party as
      follows and acknowledges that each other Party is relying upon such
      representations and warranties in connection with the matters contemplated
      by
      this Agreement:

     

    
      	
               

            	
              (a)

            	
              It
                has been duly formed or incorporated, as the case may be, under applicable
                Law, is validly existing and has the requisite power and authority
                to own
                its properties and assets and conduct its business, as applicable,
                as
                currently owned and conducted.

            


    

     

    
      	
               

            	
              (b)

            	
              It
                has the requisite power and authority to execute, deliver and to
                enter
                into this Agreement and to perform its obligations
                hereunder.  The execution, delivery and performance of this
                Agreement by it and the consummation by it of the Transaction have
                been
                duly authorized by its board of directors (or equivalent).  This
                Agreement has been duly executed and delivered by it and constitutes
                a
                valid and binding obligation of it enforceable against it in accordance
                with its terms except to the extent that enforceability of obligations
                and
                the availability of certain remedies hereunder are limited by general
                principles of equity or by bankruptcy, insolvency, fraudulent transfer
                or
                other Laws relating to or affecting creditors’ rights
                generally.

            


    

     

    
      	
              3.2

            	
              Representations
                and Warranties of Fund

            


    

     

    Fund
      hereby represents, warrants and covenants to and in favour of each of CanWest,
      General Partner and Limited Partnership as follows, and acknowledges that each
      of CanWest, General Partner and Limited Partnership is relying upon such
      representations, warranties and covenants in connection with the matters
      contemplated by this Agreement:

     

    
      	
               

            	
              (a)

            	
              the
                Independent Committee and Fund have received the oral opinion (the
                “Fairness Opinion”) of CIBC World Markets Inc., on May
                25, 2007 a (true and complete copy of which, when given in writing,
                will
                be delivered to Limited Partnership by Fund), to the effect that,
                based
                upon and subject to the matters set forth therein, as at May 25,
                2007 the
                consideration being offered to the Unitholders under the Transaction
                is
                fair from a financial point of view, to such Unitholders, and such
                opinion
                has not been withdrawn or modified at the date of this
                Agreement;

            


    

     

    
      	
               

            	
              (b)

            	
              Fund
                has provided to Limited Partnership the draft formal valuation of
                Units
                dated May 25, 2007 prepared by CIBC World Markets Inc. as required
                pursuant to OSC Rule 61-501 and Regulation Q-27 and delivered to the
                Independent Committee (the “Valuation”).  Fund
                covenants to use its reasonable best efforts to deliver to Limited
                Partnership the final version of the Valuation substantially in the
                form
                of the draft Valuation (including the same valuation range for the
                Units
                as contained in the draft Valuation) as soon as practicable after
                the date
                hereof and in any event by no later than May 30,
                2007;

            


    

     


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (c)

            	
              the
                Fund Board has determined that as of the date hereof the Transaction
                is
                fair to Unitholders and is in the best interests of Fund and Unitholders
                and it is in the best interests of Fund and the Unitholders to support
                the
                Transaction; and

            


    

     

    
      	
               

            	
              (d)

            	
              the
                Fund Board has unanimously passed a resolution recommending, as of
                the
                date hereof, that Unitholders vote in favour of the Special Resolution
                approving the Transaction at the
                Meeting.

            


    

     

    
      	
              3.3

            	
              Representations
                and Warranties of Limited
                Partnership

            


    

     

    Limited
      Partnership hereby represents and warrants to and in favour of each of Fund
      and
      Trust as follows, and acknowledges that each of Fund and Trust is relying upon
      such representations and warranties in connection with the matters contemplated
      by this Agreement:

     

    
      	
               

            	
              (a)

            	
              none
                of the execution and delivery of this Agreement by Limited Partnership,
                the consummation by Limited Partnership of the Transaction nor compliance
                by Limited Partnership with any of the provisions hereof
                will:

            


    

     

    
      	
               

            	
              (i)

            	
              violate,
                conflict with, or result in a breach of any provision of, require
                any
                consent or approval under, or constitute a default (or an event which,
                with notice or lapse of time or both, would constitute a default)
                or
                result in a right of termination or acceleration under, any of the
                terms,
                conditions or provisions of: (A) the constating documents of Limited
                Partnership; or (B) any material contract to which Limited Partnership
                or
                any of its subsidiaries is a party, including without limitation
                any
                contract to which Limited Partnership is a party listed as a “Material
                Contract” in the final prospectus of Fund dated October 7, 2005, other
                than solely with respect to the consummation by Limited Partnership
                of the
                Transaction, the Limited Partnership Existing Credit Facilities,
                which
                will be repaid in full by Limited Partnership on the Closing Date;
                or

            


    

     

    
      	
               

            	
              (ii)

            	
              violate
                any judgment, ruling, order, writ, injunction, award, decree, statute,
                ordinance, rule or regulation applicable to Limited Partnership or
                any of
                its subsidiaries;

            


    

     

    
      	
               

            	
              (b)

            	
              CanWest,
                on behalf of itself, CanWest Global and their respective subsidiaries,
                has
                provided all necessary consents to the Transaction, and none of the
                execution and delivery of this Agreement by Fund and Trust, the
                termination of this Agreement in accordance with its terms, the
                consummation by Fund and Trust of the Transaction nor compliance
                by Fund
                or Trust with any of the provisions hereof will violate, conflict
                with, or
                result in a breach of any provision of, require any further consent
                or
                approval under, or constitute a default (or an event which, with
                notice or
                lapse of time or both, would constitute a default) or result in a
                right of
                termination or acceleration under, any of the terms, conditions or
                provisions of any material contract to which Fund and/or Trust, on
                the one
                hand, and Limited Partnership, CanWest and/or CanWest Global, on
                the other
                hand, is a party, including without limitation any such contract
                listed as
                a “Material Contract” in the final prospectus of Fund dated October 7,
                2005, other than solely with respectto the consummation by Fund or
                Trust
                of the Transaction, the Limited Partnership Existing Credit
                Facilities;

            


    

     

    
      	
               

            	
              (c)

            	
              it
                has entered into the Commitment Letter and delivered to Fund and
                Trust a
                true and correct copy of the Commitment
                Letter;

            


    

     

    
      	
               

            	
              (d)

            	
              the
                Commitment Letter, in the form so delivered, is a legal, valid and
                binding
                obligation of Limited Partnership, except to the extent that
                enforceability of obligations and the availability of certain remedies
                are
                limited by general principles of equity or by bankruptcy, insolvency,
                fraudulent transfer or other Laws relating to or affecting creditors’
                rights generally, and is in full force and effect as of the date
                hereof;

            


    

     

    
      	
               

            	
              (e)

            	
              the
                Short-Term Credit Facility will, when funded in accordance with its
                terms,
                together with existing cash balances of Limited Partnership, be sufficient
                to permit Limited Partnership to pay the aggregate LP Unit Consideration
                payable pursuant to this Agreement, to repay the Limited Partnership
                Existing Credit Facilities and to pay related fees and expenses;
                

            


    

     

    
      	
               

            	
              (f)

            	
              Limited
                Partnership has fully paid any and all commitment fees or other fees
                required by the Commitment Letter that have come due
                as of the date hereof;

            


    

     

    
      	
               

            	
              (g)

            	
              no
                event has occurred as of the date hereof which constitutes a default
                on
                the part of Limited Partnership or any of its subsidiaries under
                the
                Commitment Letter;

            


    

     

    
      	
               

            	
              (h)

            	
              except
                for the conditions set forth in the Commitment Letter, there are
                no other
                conditions precedent to the Short-Term Credit Facility, and as of
                the date
                hereof, Limited Partnership has no reason to believe that it will
                be
                unable to satisfy on a timely basis any term or condition of closing
                to be
                satisfied by it contained in the Commitment
                Letter.

            


    

     

    
      	
              3.4

            	
              Expiry
                of Representations and
                Warranties

            


    

     

    All
      representations and warranties contained in this Agreement and in all
      certificates delivered pursuant to this Agreement shall terminate on the earlier
      of the Effective Time and the termination of this Agreement in accordance with
      its terms.

     

    ARTICLE
      4

     

    COVENANTS

     

    
      	
              4.1

            	
              Ordinary
                Course of Business

            


    

     

    Each
      of
      Fund and Trust hereby agrees that until the earlier of the Effective Time and
      the date on which this Agreement has been terminated in accordance with its
      terms and except to the extent otherwise specifically contemplated by this
      Agreement or required by Law, unless consented to in writing by Limited
      Partnership (such consent not to be unreasonably withheld):

     

    
      	
               

            	
              (a)

            	
              it
                shall act in the ordinary course consistent with past
                practice;

            


    

     


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (b)

            	
              it
                shall not:

            


    

     

    
      	
               

            	
              (i)

            	
              issue,
                or commit to issue, any Units, Trust Units or Trust Notes, or other
                ownership interest in Fund or in Trust (including debt securities),
                except
                as required on the due exercise of any outstanding exchangeable securities
                or other rights or except as required by Fund Declaration of Trust,
                Trust
                Declaration of Trust, the Liquidity and Exchange Agreement or the
                Performance Unit Plan;

            


    

     

    
      	
               

            	
              (ii)

            	
              grant,
                or commit to grant, any options, warrants, exchangeable securities,
                convertible securities or rights to subscribe for, purchase or otherwise
                acquire, exchange into or convert into any Units, Trust Units or
                Trust
                Notes or other ownership interest in Fund or in
                Trust;

            


    

     

    
      	
               

            	
              (iii)

            	
              directly
                or indirectly redeem, purchase or otherwise acquire or commit or
                offer to
                redeem, purchase or otherwise acquire any Unit, Trust Unit, Trust
                Note or
                other ownership interest in Fund or Trust, except as may be required
                under
                Fund Declaration of Trust, Trust Declaration of Trust or the Liquidity
                and
                Exchange Agreement;

            


    

     

    
      	
               

            	
              (iv)

            	
              (A)
                grant to any trustee, officer, director or employee of Fund or of
                Trust an
                increase in compensation in any form, except in the ordinary course
                consistent with past practice and except for payments made to members
                of
                the Independent Committee in consideration for their service on such
                committee not to exceed $50,000 in aggregate per trustee; (B) grant
                any
                general salary increase, except in the ordinary course of business
                consistent with past practice; (C) commit to or make any loan to
                any
                trustee of Fund or Trust; (D) take any action with respect to the
                grant of
                any bonus or similar payment or benefit to, or grant any severance,
                retention, retirement, change of control or termination payment to
                or
                enter into any employment agreement with any trustee of Fund or Trust
                or
                enter into any change of control or retention arrangement, except
                in the
                ordinary course of business; (E) increase any benefits payable under
                its
                current severance, change of control or termination pay policies;
                or (F)
                adopt or amend in any material respect or make any voluntary contribution
                to any pension plan;

            


    

     

    
      	
               

            	
              (v)

            	
              (A)
                (x) adopt any new retention, bonus or similar plan for the benefit
                of
                trustees; or (y) amend, modify or vary the Performance Unit Plan,
                or any
                of the Performance Units or other benefits or entitlements granted
                thereunder; or (B) subject to Section 4.1(b)(iv)(A),
                make
                any payments to trustees not consistent with past
                practice;

            


    

     

    
      	
               

            	
              (vi)

            	
              increase
                the Monthly Distribution or increase any distribution, dividend payment,
                or declare, set aside, or pay any dividend or make any other distribution
                (other than, subject to Section 4.1(b)(vii),
                the
                Monthly Distribution in the ordinary course of business consistent
                with
                past practice) or payment (whether in cash, shares units or property)
                or
                change the current record or payment date for the Monthly Distribution
                exceptfor: (A) any dividend or distribution required to be made by
                Trust
                in connection with the Monthly Distribution; (B) any payment or
                distribution required by the Fund Declaration of Trust to be made,
                whether
                on a redemption of the Units or otherwise, in accordance with its
                terms,
                and (C) any cash payment made in connection with the redemption of
                the
                Units or the termination of Fund or Trust as contemplated by this
                Agreement; and (D) distribution by Trust to Fund of the Expense
                Distribution received by Trust from Limited Partnership pursuant
                to
                Section 6.3 of this
                Agreement;

            


    

     

    
      	
               

            	
              (vii)

            	
              in
                the event Unitholder Approval has been obtained, declare, set aside,
                pay
                or make any Monthly Distribution other than the Monthly Distribution
                for
                the month ending prior to the Closing Date;
                or

            


    

     

    
      	
               

            	
              (viii)

            	
              declare
                any Excess Distribution Amount.

            


    

     

    
      	
              4.2

            	
              Ordinary
                Course Covenants of
                Partnership

            


    

     

    Each
      of
      Limited Partnership and General Partner hereby agrees that until the earlier
      of
      the Effective Time and the date on which this Agreement has been terminated
      in
      accordance with its terms and except to the extent otherwise specifically
      contemplated by this Agreement or required by Law, unless consented to in
      writing by the Fund Board (such consent not to be unreasonably
      withheld):

     

    
      	
               

            	
              (a)

            	
              it
                shall, and shall cause each of its subsidiaries, including, for greater
                certainty, CanWest MediaWorks Publications and any subsidiaries of
                CanWest
                MediaWorks Publications, to conduct its and their respective business
                only
                in and not take or omit to take any action except in, the usual,
                ordinary
                and regular course of business consistent with past practice;
                and

            


    

     

    
      	
               

            	
              (b)

            	
              without
                limiting the generality of the foregoing, it shall take all reasonable
                commercial efforts to ensure, to the extent that it is within its
                ability
                to do so, that a Material Adverse Effect does not
                occur.

            


    

     

    
      	
              4.3

            	
              Cooperation
                of Fund and Trust 

            


    

     

    
      	
               

            	
              (a)

            	
              Each
                of Fund and Trust agree to cooperate with CanWest, General Partner
                and
                Limited Partnership with respect to any tax planning or tax structuring
                proposed by any of CanWest, General Partner or Limited Partnership
                in
                connection with the Transaction, to the extent such tax planning
                or tax
                structuring does not cause prejudice or result in any additional
                costs
                (unless such costs are paid or otherwise indemnified by CanWest)
                to Fund
                or Trust or the Unitholders.

            


    

     

    
      	
               

            	
              (b)

            	
              Each
                of the Parties agree to assist and co-operate with each other, and
                to take
                appropriate steps to amend and/or terminate, the Fund Material Documents
                or any other agreement or instrument as may be necessary or desirable
                in
                any Party’s judgment, acting reasonably, in order to permit the
                Transaction to be completed as contemplated by this Agreement and
                as
                otherwise may be necessary or desirable to give effect to the
                Transaction.

            


    

     


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              4.4

            	
              Financing

            


    

     

    Limited
      Partnership shall use commercially reasonable efforts to obtain and effect
      the
      Short-Term Credit Facility on the terms set forth in the Commitment Letter.
      Without limiting the generality of the foregoing, Limited Partnership will
      satisfy, on a timely basis, all covenants, terms, representations and warranties
      applicable to Limited Partnership in the Commitment
      Letter that are within its control and enforce its rights
      under the Commitment Letter. Limited Partnership will keep the Fund Board
      informed with respect to all material activity concerning the status of the
      Short-Term Credit Facility and will give the Fund Board prompt notice of any
      material change with respect to the Short-Term Credit Facility. Without limiting
      the generality of the foregoing, Limited Partnership agrees to notify the Fund
      Board promptly, and in any event within one Business Day, if at any time prior
      to the Effective Time: (i) the Commitment Letter expires or terminates for
      any
      reason, (ii) any event occurs that, with or without notice, lapse of time or
      both, would individually or in the aggregate, constitute a default or breach
      on
      the part of Limited Partnership or any of its subsidiaries under the Commitment
      Letter or any definitive agreement or documentation relating thereto, or if
      Limited Partnership has any reason to believe that it will be unable to satisfy,
      on a timely basis, any term or condition of the Short-Term Credit Facility,
      or
      (iii) any financing source that is a party to the Commitment Letter advises
      Limited Partnership, whether orally or in writing, that such source either
      no
      longer intends to provide or underwrite the Short-Term Credit Facility on the
      terms set forth in the Commitment Letter, or requests amendments to the
      Commitment Letter that are or may be materially adverse to the timely completion
      by Limited Partnership of the Transaction.

     

    
      	
              4.5

            	
              Trustees’,
                Directors’ and Officers’ Insurance and
                Indemnities

            


    

     

    
      	
               

            	
              (a)

            	
              Notwithstanding
                any other term of this Agreement, Fund shall be permitted to secure
                pre-paid non-cancellable trustees’, directors’ and officers’ liability
                insurance coverage, equivalent to the insurance coverage currently
                applicable to such individuals, for the current and former trustees,
                directors and officers of Fund or Trust on a six year “trailing” (or
                “run-off”) basis; and Limited Partnership agrees to reimburse Fund for the
                cost of such insurance coverage.

            


    

     

    
      	
               

            	
              (b)

            	
              From
                and after the Effective Time, Limited Partnership shall indemnify
                the
                current and former trustees of Fund and Trust, and any such individuals
                that were also directors or officers of General Partner or any
                subsidiaries of Limited Partnership or its subsidiaries (collectively,
                the
                “Indemnified Persons”), to substantially the same extent
                to which such Indemnified Persons are indemnified by Fund and Trust
                (and,
                as applicable, General Partner or any subsidiaries of Limited Partnership
                or its subsidiaries) as of the date hereof, including the indemnities
                set
                out in the Fund Declaration of Trust and the Trust Declaration of
                Trust,
                for liabilities and obligations of Fund and Trust and for acts or
                omissions occurring on or prior to, or at or after, the Effective
                Time
                (including acts or omissions occurring in connection with the approval
                of
                this Agreement and consummation of the Transaction), and Limited
                Partnership will execute and deliver an indemnity agreement on or
                prior to
                the Effective Time with each of the Indemnified Persons (collectively,
                the
                “Indemnity Agreements”), substantially in the form of the
                indemnity agreement in Schedule B, to evidence this obligation and
                such
                indemnity agreement shall be in addition to the existing indemnitiesfrom
                Fund, Trust, General Partner, Limited Partnership or any of their
                subsidiaries.

            


    

     

    
      	
               

            	
              (c)

            	
              The
                provisions of this Section 4.5 are intended
                to be for the benefit of, and will be enforceable by, each individual
                referred to therein, his or her heirs and successors and his or her
                legal
                representatives and, for such purpose, Limited Partnership hereby
                confirms
                that it is acting as agent on their
                behalf.

            


    

     

    
      	
               

            	
              (d)

            	
              If
                Limited Partnership or any of its successors or assigns shall at
                any time
                prior to the later of: (i) six years from the Effective Time; and
                (ii) the
                date on which any outstanding claims against the Indemnified Persons
                for
                which indemnification has been sought under the terms hereof have
                been
                fully and finally resolved, have net realizable assets of less than
                $60 million, then CanWest and Limited Partnership shall make proper
                provision so that a Person with net realizable assets of not less
                than
                $60 million shall assume all of the obligations of Limited
                Partnership set forth in the Indemnity Agreements and this Section 4.5 and for greater certainty, the foregoing
                obligation shall terminate on the last day of the foregoing
                period.

            


    

     

    
      	
               

            	
              (e)

            	
              The
                provisions of this Section 4.5 shall survive
                the termination of this Agreement as a result of the occurrence of
                the
                closing of the Transaction.

            


    

     

    
      	
              4.6

            	
              Winding-Up
                and Termination

            


    

     

    
      	
               

            	
              (a)

            	
              The
                Parties acknowledge that immediately prior to the redemption and
                cancellation of the issued and outstanding Units contemplated by
                Section 2.1(b)(iii), Fund will have no
                material assets other than the Transaction Consideration and will
                have no
                material liabilities other than costs, expenses and liabilities associated
                with such redemption and cancellation and the subsequent winding
                up and
                termination of Fund.  The Parties further acknowledge that
                effective immediately following the Effective Time, all members of
                the
                Fund Board (including for these purposes, Mr. Richard Leipsic) shall
                resign and that Limited Partnership shall designate in writing a
                Person
                (the “Post-Closing Fund Trustee”) which shall be
                appointed effective following the Effective Time and immediately
                prior to
                the resignation of the Fund Board (including for these purposes,
                Mr.
                Richard Leipsic) and shall agree to act as trustee of Fund.  All
                liabilities associated with such redemption and cancellation and
                all
                costs, expenses and liabilities associated with the subsequent winding
                up
                and termination of Fund shall be the responsibility of Limited Partnership
                and/or Post-Closing Fund Trustee.

            


    

     

    
      	
               

            	
              (b)

            	
              The
                Parties acknowledge that immediately after the redemption and cancellation
                of the issued and outstanding Trust Units contemplated by Section 2.1(a)(x), Trust will have no material assets
                and will have no material liabilities other than costs, expenses
                and
                liabilities associated with such redemption and cancellation and
                the
                subsequent winding up and termination of Trust. All liabilities associated
                with such redemption and cancellation and all costs, expenses and
                liabilities associated with the subsequent winding up and termination
                of
                Trust shall be the responsibility of Limited Partnership. Limited
                Partnership agrees to take, or cause to be taken, all reasonable
                actions
                and to do, or cause to be done, all thingsreasonably necessary, proper
                or
                advisable in order to complete all administrative matters necessary
                or
                advisable to properly wind-up
                Trust.

            


    

     

    
      	
               

            	
              (c)

            	
              Fund
                and Trust have delivered to Limited Partnership a good faith estimate
                of
                their transaction expenses as of the Closing and shall deliver a
                further
                good faith estimate of such expenses to Limited Partnership three
                Business
                Days prior to Closing.

            


    

     

    
      	
              4.7

            	
              Satisfaction
                of Conditions

            


    

     

    Each
      Party shall use its reasonable commercial efforts to satisfy the conditions
      contained in Article 5 and shall take such measures
      as are lawful and within its power or control to implement the Transaction
      as of
      the Effective Time in accordance with the terms of this Agreement.

     

    
      	
              4.8

            	
              Consultation

            


    

     

    The
      Parties agree to consult with each other wherever practicable in issuing any
      press releases or otherwise making public statements with respect to this
      Agreement, the Transaction and in making any filing with any Governmental Entity
      with respect thereto.  Subject to applicable Laws, each Party shall
      use its reasonable commercial efforts to enable the other Party to review and
      comment on all such press releases prior to the release thereof and shall enable
      the other Party to review and comment on such filings prior to the filing
      thereof.  CanWest and Fund agree to issue jointly a press release with
      respect to the execution of this Agreement as soon as practicable in a form
      acceptable to both of them.  CanWest and Fund each agrees to file a
      copy of this Agreement with the relevant Securities Regulatory Authority as
      required by applicable Laws.  Subject to the terms and conditions
      hereof, each Party agrees not to make any public statement that is inconsistent
      with such press release.

     

    
      	
              4.9

            	
              Amendment
                of Performance Unit Plan

            


    

     

    The
      Fund
      Board shall amend the Performance Unit Plan at the Final Redemption Date as
      follows:

     

    
      	
               

            	
              (a)

            	
              by
                including the following new definition in Section 1.2: “Final Redemption
                Date” has the meaning ascribed to that term in the Privatization Agreement
                dated May 25, 2007 between CanWest MediaWorks Inc., CWMW Trust,
                CanWest MediaWorks (Canada) Inc., CanWest MediaWorks Limited Partnership
                and CanWest MediaWorks Income Fund;

            


    

     

    
      	
               

            	
              (b)

            	
              by
                replacing the definition of “Performance Period” in Section 1.2(y) with
                the following: “Performance Period” means, in respect of each grant of
                Performance Units, the period from the Award Date up to and including
                the
                Final Redemption Date;

            


    

     

    
      	
               

            	
              (c)

            	
              by
                replacing the definition of “Redemption Date” in Section 1.2(cc) with the
                following “Redemption Date” means, in respect of any Redemption Unit, the
                Final Redemption Date; and

            


    

     


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

              

                  -  -      
    

      

    


    
      	
               

            	
              (d)

            	
              Notwithstanding
                Section 6.1 or any other provision of the Performance Unit Plan,
                each
                Participant shall be paid a cash payment equal to the Unit Redemption
                Price for each Redemption Unit credited to the Participant on the
                Final
                Redemption Date, with such amount to be paid on the Final Redemption
                Date
                by the Participant’s employer or the Fund Entity to whom the Participant
                provides services, and after such payment the Participant shall no
                longer
                have any rights under the Performance Unit Plan. For greater certainty,
                the Participant’s employer or the Fund Entity to whom the Participant
                provides services, as the case may be, may deduct or withhold from
                such
                payment all amounts required by applicable Laws to be deducted or
                withheld
                from such payment, provided that any such amounts so deducted or
                withhold
                are remitted as required by applicable
                Laws.

            


    

     

    ARTICLE
      5

     

    CLOSING
      CONDITIONS

     

    
      	
              5.1

            	
              Mutual
                Conditions Precedent 

            


    

     

    The
      obligations of CanWest, General Partner and Limited Partnership on the one
      hand,
      and Fund and Trust, on the other hand, hereunder are subject to the satisfaction
      at or before the Effective Time of the following conditions any of which may
      only be waived in writing by the mutual consent of CanWest, General Partner
      and
      Limited Partnership on the one hand, and Fund and Trust, on the other
      hand:

     

    
      	
               

            	
              (a)

            	
              Unitholder
                Approval shall have been obtained;
                and

            


    

     

    
      	
               

            	
              (b)

            	
              no
                Governmental Entity shall have enacted, issued, promulgated, enforced
                or
                entered any Law which is then in effect and has the effect of making
                the
                Transaction illegal or otherwise preventing or prohibiting the
                consummation of the Transaction.

            


    

     

    
      	
              5.2

            	
              Conditions
                in Favour of CanWest, General Partner and Limited
                Partnership

            


    

     

    The
      obligations of CanWest, General Partner and Limited Partnership hereunder are
      subject to the satisfaction at or before the Effective Time of the following
      conditions for the exclusive benefit of CanWest, General Partner and Limited
      Partnership, any of which may be waived in writing by CanWest, General Partner
      and Limited Partnership, collectively:

     

    
      	
               

            	
              (a)

            	
              the
                representations and warranties of each of Fund and Trust contained
                in this
                Agreement shall be true and correct at the Effective Time with the
                same
                force and effect as if such representations and warranties were made
                at
                and as of such time (except to the extent that any such representation
                or
                warranty by its terms, is expressly limited to a specific date, in
                which
                case, as of such specific date) and a certificate dated the Closing
                Date
                to that effect shall have been signed on behalf of each of Fund and
                Trust
                and without personal liability by two trustees of each such Person
                and
                delivered to CanWest, Limited Partnership and General Partner, each
                such
                certificate to be in form and substance satisfactory to CanWest,
                Limited
                Partnership and General Partner, acting
                reasonably;

            


    

     


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

              

                  -  -      
    

      

    


    
      	
               

            	
              (b)

            	
              each
                of Fund and Trust shall have complied in all material respects with
                and
                performed in all material respects its obligations, covenants and
                agreements hereunder that are to be complied with or performed at
                or
                before the Effective Time, and a certificate dated the Closing Date
                to
                that effect shall have been signed on behalf of each of Fund and
                Trust and
                without personal liability by two trustees of each such Person and
                delivered to CanWest, Limited Partnership and General Partner, each
                such
                certificate to be in form and substance satisfactory to CanWest,
                Limited
                Partnership and General Partner, acting
                reasonably;

            


    

     

    
      	
               

            	
              (c)

            	
              Limited
                Partnership shall have received the funds from the Short-Term Credit
                Facility in the amount contemplated by the Commitment Letter to be
                delivered as of the Closing Date on the terms and conditions set
                forth
                therein;

            


    

     

    
      	
               

            	
              (d)

            	
              there
                shall not have occurred or exist a Material Adverse
                Effect;

            


    

     

    
      	
               

            	
              (e)

            	
              Limited
                Partnership shall not have determined, acting reasonably and based
                on the
                opinion of counsel, that the SIFT Proposals will apply to Fund so
                as to
                result in additional tax payable by Fund prior to January 1,
                2011;

            


    

     

    
      	
               

            	
              (f)

            	
              there
                shall not be pending or threatened in writing any bona fide suit,
                action or proceeding by any Governmental Entity or any other Person:
                (i)
                seeking to prohibit or restrict the consummation of the Transaction
                or
                seeking to obtain from the Parties any material damages directly
                or
                indirectly in connection with the Transaction; or (ii) that is
                reasonably likely to have a Material Adverse Effect;
                and

            


    

     

    
      	
               

            	
              (g)

            	
              each
                of the members of the Fund Board, and each of such individuals who
                is also
                a trustee of Trust and/or who is also a director of General Partner,
                shall
                have resigned from each of such positions effective immediately after
                the
                Effective Time and in the case of the Fund, the Post Closing Fund
                Trustee
                shall have been duly appointed, as sole trustee, effective immediately
                after such applicable resignations.

            


    

     

    CanWest,
      General Partner and Limited Partnership may not rely upon the failure to satisfy
      any of the conditions precedent in Section 5.2
      if the condition precedent would have been satisfied but for a material default
      by any of CanWest, General Partner or Limited Partnership in complying with
      its
      obligations set forth in this Agreement.

     

    
      	
              5.3

            	
              Conditions
                in Favour of Fund and
                Trust

            


    

     

    The
      obligations of Fund and Trust hereunder are subject to the satisfaction at
      or
      before the Effective Time of the following conditions for the exclusive benefit
      of Fund and Trust, any of which may be waived in writing by Fund and Trust,
      collectively:

     

    
      	
               

            	
              (a)

            	
              the
                representations and warranties of each of CanWest, Limited Partnership
                and
                General Partner set forth in: (i) Section 3.1
                of this Agreement shall be true and correct; and (ii) all other Sections
                of this Agreement shall be true and correct except to the extent
                that any
                such breach would not individually or in the aggregate reasonably
                be
                expected to have a material adverse effect on the abilityof any of
                CanWest, Limited Partnership or General Partner to consummate the
                Transactions, in the case of each of clauses (i) and (ii) at the
                Effective
                Time with the same force and effect as if such representations and
                warranties were made at and as of such time (except to the extent
                that any
                such representation or warranty by its terms, is expressly limited
                to a
                specific date, in which case, as of such specific date) and a certificate
                dated the Closing Date to that effect shall have been signed on behalf
                of
                each of CanWest, Limited Partnership and General Partner and without
                personal liability by two senior officers of each such Person and
                delivered to Fund and Trust, each such certificate to be in form
                and
                substance satisfactory to Trust and Fund, acting
                reasonably;

            


    

     

    
      	
               

            	
              (b)

            	
              each
                of CanWest, Limited Partnership and General Partner shall have complied
                in
                all material respects with and performed in all material respects
                its
                obligations, covenants and agreements hereunder that are to be complied
                with or performed at or before the Effective Time, and a certificate
                dated
                the Closing Date to that effect shall have been signed on behalf
                of each
                of CanWest, Limited Partnership and General Partner and without personal
                liability by two senior officers of each such Person and delivered
                to
                Trust and Fund, each such certificate to be in form and substance
                satisfactory to Trust and Fund, acting
                reasonably;

            


    

     

    
      	
               

            	
              (c)

            	
              the
                Indemnity Agreements shall have been duly and validly executed and
                delivered by Limited Partnership;
                and

            


    

     

    
      	
               

            	
              (d)

            	
              Limited
                Partnership shall have made arrangements satisfactory to Fund and
                Trust,
                acting reasonably, to deposit with Fund, or such Person as Fund may
                direct, the Transaction
                Consideration.

            


    

     

    Fund
      and
      Trust may not rely upon the failure to satisfy any of the conditions precedent
      in Section 5.3 if the condition precedent would
      have been satisfied but for a material default by any of Fund or Trust in
      complying with its obligations set forth in this Agreement.

     

    ARTICLE
      6

     

    TERMINATION

     

    
      	
              6.1

            	
              Termination

            


    

     

    This
      Agreement may be terminated and the Transaction may be abandoned at any time
      prior to the Effective Time (notwithstanding any approval of the Special
      Resolution by Unitholders) and, for greater certainty, may not be terminated
      following the Effective Time:

     

    
      	
               

            	
              (a)

            	
              by
                mutual written consent of CanWest and Fund duly authorized by the board of
                directors of CanWest and the Fund
                Board;

            


    

     

    
      	
               

            	
              (b)

            	
              by
                either CanWest or Fund if the Effective Time shall not have occurred
                on or
                before the Outside Date; provided, however, that the right to terminate
                this Agreement under this Section 6.1(b)
                shall not be available to any Party whose failure to fulfill any
                representation, warranty, obligation, covenant or agreement set forth
                in
                this Agreement or other action has been the cause of, or resulted
                in, the
                failure of the Effective Time to occur on or before such
                date;

            


    

     


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (c)

            	
              by
                either CanWest or Fund if any Governmental Entity shall have enacted,
                issued, promulgated, enforced or entered any Law which is then in
                effect
                and has the effect of making the Transaction illegal or otherwise
                preventing or prohibiting the consummation of the
                Transaction;

            


    

     

    
      	
               

            	
              (d)

            	
              by
                either CanWest or Fund if Unitholder Approval is not obtained at
                the
                Meeting or at any adjournment or postponement
                thereof;

            


    

     

    
      	
               

            	
              (e)

            	
              by
                CanWest if the Fund Board fails to recommend the Special Resolution,
                withdraws or modifies in a manner adverse to CanWest, General Partner
                or
                Limited Partnership its approval or recommendation of the Special
                Resolution, this Agreement or the Transaction or shall fail to reaffirm
                such approval or recommendation within three Business Days of receipt
                of
                any written request to do so by
                CanWest;

            


    

     

    
      	
               

            	
              (f)

            	
              by
                CanWest if there shall have occurred or exist a Material Adverse
                Effect or
                if Limited Partnership shall have determined, acting reasonably and
                based
                on the opinion of counsel, that the SIFT Proposals will apply to
                Fund so
                as to result in additional tax payable by Fund prior to January 1,
                2011;

            


    

     

    
      	
               

            	
              (g)

            	
              by
                CanWest, if there has been a breach of or failure to perform any
                representation, warranty, obligation, covenant or agreement on the
                part of
                Fund or Trust set forth in this Agreement, which breach or failure
                to
                perform would cause the conditions set forth in Section 5.2 not to be satisfied on or by the Outside
                Date; or

            


    

     

    
      	
               

            	
              (h)

            	
              by
                Fund, if there has been a breach of or failure to perform any
                representation, warranty, obligation, covenant or agreement on the
                part of
                CanWest, General Partner or Limited Partnership set forth in this
                Agreement, which breach or failure to perform would cause the conditions
                set forth in Section 5.3 not to be
                satisfied on or by the Outside
                Date.

            


    

     

    
      	
              6.2

            	
              Effect
                of Termination

            


    

     

    
      	
               

            	
              (a)

            	
              In
                the event of the termination of this Agreement pursuant to Section
6.1, written notice thereof shall forthwith
                be
                given by the terminating Party to the other Parties specifying the
                provision pursuant to which such termination is
                made.

            


    

     

    
      	
               

            	
              (b)

            	
              In
                the event of the valid termination of this Agreement by CanWest or
                Fund as
                provided in Section 6.1, this Agreement
                shall forthwith become void and have no further effect, and there
                shall be
                no liability or further obligation on the part of either CanWest,
                General
                Partner or Limited Partnership and their respective trustees, directors
                or
                officers, on the one hand, or Fund or Trust and their respective
                trustees,
                directors or officers, on other hand, hereunder, except that the
                provisions of Section 6.3 (Expenses)
                shall remain in full force and effect and shall survive any such
                termination, and liability for any prior breach of this Agreement
                shall
                not be affected.

            


    

     


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              6.3

            	
              Expenses

            


    

     

    Each
      Party shall bear and pay all costs, expenses and fees incurred by it in
      connection with the Transaction; provided, however, that in the event that
      Fund
      is not in default of its obligations under this Agreement in any material
      respect, Limited Partnership shall make an Expense Distribution in accordance
      with Sections 5.3 and Section 5.4 of the Limited Partnership Agreement to Trust
      in accordance with Section 2.1 in an amount
      sufficient to allow Fund to pay the reasonable and documented fees and
      out-of-pocket expenses of CIBC World Markets Inc. in respect of the Valuation
      and in respect of the Fairness Opinion and the reasonable and documented
      out-of-pocket costs reasonably incurred by Fund in connection with the
      Transaction, provided further, however, that: (a) in addition to its payment
      obligations in respect of the solicitation of proxies at CanWest’s expense under
      Section 2.4(h), in the event that Fund is not in
      default of its obligations under this Agreement in any material respect,
      Unitholder Approval is obtained at the Meeting, and Closing does not occur
      as a
      result of: (i) the failure of the condition set out in Section 5.2(c) to be satisfied; or (ii) a breach or failure
      to
      perform any representation, warranty, obligation, covenant or agreement on
      the
      part of CanWest, General Partner or Limited Partnership set forth in this
      Agreement, then CanWest shall reimburse Limited Partnership for all reasonable
      and documented out-of-pocket costs reasonably incurred by Limited Partnership
      in
      connection with the Transaction, including the reasonable and documented fees
      and out-of-pocket expenses of CIBC World Markets Inc. in respect of the
      Valuation and in respect of the Fairness Opinion and (b) in the event that
      the
      Fund Board, in accordance with Section 2.3,
      withdraws or modifies its recommendation that Unitholders vote in favour of
      the
      Special Resolution because (i) CIBC World Markets Inc. has rescinded, withdrawn,
      materially changed or failed to confirm on request of Fund, its opinion that
      the
      consideration to be paid to Unitholders under the Transaction is fair, from
      a
      financial point of view, to the Unitholders, or (ii) there shall have been
      a
      change or proposed change in the income tax Laws of Canada or the interpretation
      or administration thereof, which change would, in the reasonable opinion of
      the
      Fund Board, amend, supersede, replace or delay the implementation of the SIFT
      Proposals in any material respect or otherwise materially change or alter the
      tax consequences of the Transaction to Unitholders, and CanWest does not
      terminate this Agreement in accordance with Section 6.1(e), CanWest shall reimburse Limited Partnership
      for all reasonable and documented expenses, reasonably incurred by Limited
      Partnership or reasonably incurred by Fund after the time that the Fund Board
      withdraws or modifies its recommendation.

     

    
      	
              6.4

            	
              Remedies

            


    

     

    The
      Parties acknowledge and agree that an award of money damages may be inadequate
      for any breach of this Agreement by any Party and any such breach would cause
      the non-breaching Parties irreparable harm.  Accordingly, the Parties
      agree that, in the event of any breach or threatened breach of this Agreement
      by
      one of the Parties, the non-breaching Parties will also be entitled, without
      the
      requirement of posting a bond or other security, to equitable relief, including
      injunctive relief and specific performance.  Such remedies will not be
      the exclusive remedies for any breach of this Agreement but will be in addition
      to all other remedies available at Law or equity to each of the
      Parties.

     


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    Article
      7

     

    MISCELLANEOUS

     

    
      	
              7.1

            	
              Notices

            


    

     

    Any
      notice, consent or approval required or permitted to be given in connection
      with
      this Agreement (in this Section referred to as a “Notice”)
      shall be in writing and shall be sufficiently given if delivered (whether in
      person, by courier service or other personal method of delivery), or if
      transmitted by facsimile or e-mail:

     

    
      	
               

            	
              (a)

            	
              if
                to CanWest:

            


    

     

    3100
      CanWest Global Place

    201
      Portage Avenue

    Winnipeg,
      MB   R3B 3L7

     

    Attention:                                Richard
      Leipsic, Senior Vice President and General Counsel

    Fax
      number:                                (204)
      947-9841

    E-mail:                                rleipsic@canwest.com

     

    with
      a
      copy to:

     

    Osler,
      Hoskin & Harcourt LLP

    1
      First
      Canadian Place, Box 50

     

    Toronto,
      ON   M5X 1B8

     

    Attention:                                Douglas
      Marshall

    Fax
      number:                                (416)
      862-6666

    E-mail:                                dmarshall@osler.com

    


    
      	
               

            	
              (b)

            	
              if
                to General Partner or Limited
                Partnership:

            


    

     

    1450
      Don
      Mills Road

    Toronto,
      ON   M3B 2X7

     

    Attention:                                President
      and Chief Executive Officer

     

    Fax
      number:                                (416)
      446-5423

     

    with
      a
      copy to:

     

    Osler,
      Hoskin & Harcourt LLP

    1
      First
      Canadian Place, Box 50

     

    Toronto,
      ON   M5X 1B8

     

    Attention:                                Douglas
      Marshall

    Fax
      number:                                (416)
      862-6666

    E-mail:                                dmarshall@osler.com

     


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

              

                  -  -      
    

      

    


    (c)           if
      to Fund or Trust:

     

    1450
      Don
      Mills Road

    Toronto,
      ON   M3B 2X7

     

    Attention:                                The
      Trustees

    Fax
      number:                                (416)
      446-5423

     

    with
      a
      copy to:

     

    Stikeman
      Elliott LLP,

    5300
      Commerce Court West

    199
      Bay
      Street

    Toronto,
      ON M5L 1B9

     

    Attention:                                Simon
      Romano and Sean Vanderpol

    Fax
      number:                                (416)
      947-0866

    E-mail:                      sromano@stikeman.com
      and svanderpol@stikeman.com

     

    Any
      Notice delivered or transmitted to a Party as provided above shall be deemed
      to
      have been given and received on the day it is delivered or transmitted, provided
      that it is delivered or transmitted on a Business Day prior to 5:00 p.m. local
      time in the place of delivery or receipt.  However, if the Notice is
      delivered or transmitted after 5:00 p.m. local time or if such day is not a
      Business Day then the Notice shall be deemed to have been given and received
      on
      the next Business Day.

     

    Any
      Party
      may, from time to time, change its address by giving Notice to the other Parties
      in accordance with the provisions of this Section.

     

    
      	
              7.2

            	
              Further
                Assurances

            


    

     

    Each
      Party shall, from time to time, and at all times hereafter, at the request
      of
      another Party, but without further consideration, do all such further acts
      and
      execute and deliver all such further documents and instruments as shall
      reasonably be required in order to fully perform and carry out the terms and
      intent hereof.

     

    
      	
              7.3

            	
              Limited
                Liability

            


    

     

    Each
      of
      the Parties hereto acknowledges that the obligations of Fund and Trust under
      this Agreement shall not be personally binding upon any of the trustees of
      Fund
      or Trust, any registered or beneficial holder of securities in such holder’s
      capacity as such or any beneficiary under a plan of which a holder of such
      securities acts as a trustee in such holder’s capacity as such or carrier, and
      that resort shall not be had to, nor shall recourse be sought from, any of
      the
      foregoing or the private property of any of the foregoing in respect of any
      indebtedness, obligation or liability of Fund or Trust arising hereunder, and
      recourse for such indebtedness, obligations or liabilities of Fund or Trust
      shall be limited to, and satisfied only out of, the respective assets held
      in
      trust pursuant to the Fund Declaration of Trust or Trust Declaration of Trust,
      as applicable.  Each of the Parties hereto further acknowledges that
      the liability of the

     


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

              

                  -  -      
    

      

    


    limited
      partners of Limited Partnership is limited by applicable Laws governing limited
      partnerships.

     

    
      	
              7.4

            	
              Counterparts

            


    

     

    This
      Agreement may be executed in counterparts, each of which shall be deemed to
      be
      an original and both of which shall together constitute one and the same
      instrument.  The Parties may rely on copies of this Agreement which are
      delivered by telecopier or Portable Document Format (PDF) as if such copies
      were
      originals.

     


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF the Parties hereto have caused this Agreement to be
      duly executed as of the date first written above.

     

    
      	
              CANWEST
                MEDIAWORKS INC.

            	 	
              CWMW
                TRUST

            
	
              By:

            	
               
                "John Maguire"

            	
              By:

            	 "John
              Maguire"
	 	
              Name:   John
                Maguire

              Title:    
                Chief Financial Officer

            	 	
              Name: John
                Maguire

              Title:   Trustee

            
	
              By:

            	 "Thomas
              Strike"	 	
              By:

            	 "Thomas
              Strike"
	 	
              Name:   Thomas
                Strike

              Title:      President,
                CanWest MediaWorks International

            	 	
              Name:  Thomas
                Strike

              Title:    Trustee

            
	 	 	 	 
	
              CANWEST
                MEDIAWORKS (CANADA) INC.

            	 	
              CANWEST
                MEDIAWORKS LIMITED PARTNERSHIP by its General Partner, CanWest MediaWorks
                (Canada) Inc.

               

            
	
              By:

            	 "John
              Maguire"	
              By:

            	 "John
              Maguire"
	 	
              Name: John
                Maguire

              Title:   Director

            	 	
              Name: John
                Maguire

              Title:   Director

            
	
              By:

            	 "Thomas
              Strike"	 	
              By:

            	 "Thomas
              Strike"
	 	
              Name:  Thomas
                Strike

              Title:    Director

            	 	
              Name: Thomas
                Strike

              Title:   Director

            
	 	 	 	 	 
	
              CANWEST
                MEDIAWORKS INCOME FUND

            	 	 
	
              By:

            	 "Sheelagh
              Whittaker"	 	 
	 	
              Name:  Sheelagh
                Whittaker

              Title:    Trustee

            	 	 
	
              By:

            	 "Wayne
              McLeod"	 	 	 
	 	
              Name:  Wayne
                McLeod

              Title:    Trustee

            	 	 


    


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A

     

    FORM
      OF SPECIAL RESOLUTION

     

    BE
      IT RESOLVED as a Special Resolution that:

     

    
      	
              1.

            	
              The
                transactions contemplated in the privatization agreement (the
                “Privatization Agreement”) among CanWest MediaWorks Inc.,
                CWMW Trust, CanWest MediaWorks (Canada) Inc., CanWest MediaWorks
                Limited
                Partnership (the “Limited Partnership”) and CanWest
                MediaWorks Income Fund (the “Fund”) dated May 25, 2007
                (as it may be or may have been amended in accordance with its terms),
                including without limitation the indirect sale of substantially all
                of the
                assets of the Fund to the Limited Partnership and the amendments
                to the
                Fund Material Documents contemplated thereby, are hereby approved,
                ratified and confirmed in all
                respects;

            


    

     

    
      	
              2.

            	
              The
                proposed amendments to the Fund Declaration of Trust as set forth
                in
                Exhibit “A” are hereby approved and authorized, effective as of the
                Effective Time. Any two trustees of the Fund are authorized, without
                further notice to or approval of the Unitholders, to approve such
                other
                amendments to the Fund Declaration of Trust or amendments to or
                terminations of any other Fund Material Document or any other agreement
                or
                instrument as may be necessary or desirable in their discretion in
                order
                to permit the transactions contemplated in the Privatization Agreement
                and
                as otherwise may be necessary or desirable in their discretion in
                order to
                give effect to the transactions contemplated in the Privatization
                Agreement or in order to give effect to this Special
                Resolution.  Without limiting the generality of the foregoing,
                the provisions of Section 5.3 of the Fund Declaration of Trust shall
                not
                apply so as to require the Trustees to declare any distribution in
                contravention of the terms of the Privatization Agreement or prevent
                the
                Trustees from declaring any distribution that is contemplated by
                the terms
                of the Privatization Agreement;

            


    

     

    
      	
              3.

            	
              Any
                two trustees of the Fund be and are hereby authorized and directed
                to
                execute on behalf of the Fund and to deliver and to cause to be delivered,
                all such documents, agreements and instruments and to do or cause
                to be
                done all such other acts and things as they shall determine to be
                necessary or desirable in order to carry out the intent of the foregoing
                resolutions and the matters authorized thereby, such determination
                to be
                conclusively evidenced by the execution and delivery of such documents,
                agreements or instruments or the doing of any such act or
                thing;

            


    

     

    
      	
              4.

            	
              Notwithstanding
                that this resolution has been passed by the Unitholders, the board
                of
                trustees of the Fund, are authorized, without further notice to or
                approval of the Unitholders: (a) to amend the Privatization Agreement
                to
                the extent permitted by the Privatization Agreement; and/or (b) to
                terminate the Privatization Agreement and to not proceed with the
                Transaction to the extent permitted by the Privatization Agreement;
                and

            


    

     

    
      	
              5.

            	
              All
                capitalized terms not otherwise defined in this Special Resolution
                have
                the meanings ascribed thereto in the Information
                Circular.

            


    

     

    


     


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    EXHIBIT
      “A” TO SCHEDULE A

     

    AMENDMENTS
      TO FUND DECLARATION OF TRUST

     

    Section
      1.1. – Definitions shall be amended to include the
      following:

     

    “Closing
      Date” has the meaning ascribed thereto in the Privatization
      Agreement;

     

    “Final
      Redemption” means the redemption of all outstanding Trust Units in
      consideration of payment of the Unit Redemption Price per Trust
      Unit;

     

    “Final
      Redemption Date” means July 12, 2007 or such other date as agreed
      to in writing by the parties to the Privatization Agreement;

     

    “Privatization
      Agreement” means the privatization agreement dated May 25, 2007 between
      CanWest, the Intermediary Trust, the General Partner, the Partnership and the
      Trust, as amended from time to time in accordance with its
      terms.

     

    “Unit
      Redemption Price” has the meaning ascribed thereto in the Privatization
      Agreement;

     

    “Transaction”
      means the transactions contemplated in the Privatization Agreement;
and

     

    “Trustee”
      means a person who is, in accordance with the provisions hereof, a trustee
      of
      the Trust at that time, including without limitation so long as he she or it
      remains a trustee, and “Trustees” means, at any time, all of
      the persons, each of whom is at that time a Trustee.

     

    Section
      6.6 – Cancellation of all Redeemed Trust Units shall be deleted and
      replaced with the following:

     

    Section
      6.6 – Redemption of Trust Units by the Trust

     

    (a)           With
      the intent that the Trust be wound-up in accordance with section 14.2, the
      Trust
      shall complete the Final Redemption, without further act or formality, on the
      Final Redemption Date.

     

    (b)           The
      Trust shall cause to be forwarded a cheque by first class mail or a wire
      transfer in Canadian currency representing the Unit Redemption Price required
      to
      be made to each Trust Unitholder pursuant to Section 6.6(a).  Payments
      made by the Trust of the applicable Unit Redemption Price are conclusively
      deemed to have been made upon the mailing of a cheque in a postage prepaid
      envelope addressed to the Trust Unitholder unless such cheque is dishonoured
      upon presentment or upon transmission of a wire transfer, as
      applicable.  Upon such payment, the Trust shall be discharged from all
      liability to the former Trust Unitholder in respect of the Trust Units so
      redeemed.  Under no circumstances will interest be paid to any holder
      on any payment to be made hereunder, regardless of any delay in making such
      payment.

     

    (c)           The
      Trust and its agents shall be entitled to deduct and withhold from any
      consideration payable to any Trust Unitholder as a consequence of the
      Final

     


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    Redemption,
      such amounts as the Trust or any agent is required or permitted to deduct and
      withhold with respect to such payment under the Tax Act, the Code or any other
      provision of provincial, local or foreign tax law, in each case, as
      amended.  To the extent that amounts are so withheld, such withheld
      amounts shall be treated for all purposes hereof as having been paid to the
      Trust Unitholder in respect of which such deduction and withholding was made,
      provided that such withheld amounts are actually remitted to the appropriate
      taxing authority.

     

    (d)           Where
      the Trust redeems Trust Units in connection with the Final Redemption on the
      Final Redemption Date, the Trustees may, in their sole discretion, designate
      to
      the Trust Unitholders any income or capital gain realized by the Trust as a
      result of the Transaction and paid or made payable to the Trust Unitholders
      upon
      the redemption of their Trust Units.

     

    Section
      6.7 – Cancellation of all Redeemed Trust Units shall be added and read
      as follows:

     

    All
      Trust Units that are redeemed under this Article 6 shall be cancelled as of
      12:01 a.m.. on the Final Redemption Date and such Trust Units shall no longer
      be
      outstanding and shall not be reissued.

     

    Section
      7.1 – Number of Trustees shall be replaced with the
      following:

     

    There
      shall be at all times no fewer than one (1) and no more than ten (10) Trustees,
      with the number of Trustees from time to time within such range being fixed
      by
      the Trustees; provided that until otherwise so determined, the number of
      Trustees shall be one (1).

     

    Section
      7.6 – Quorum shall be deleted and replaced with the
      following:

     

    The
      quorum for the transaction of business at any meeting of the Trustees shall
      consist of a majority of the number of Trustees then holding office, and,
      notwithstanding any vacancy among the number of Trustees, a quorum of Trustees
      may exercise all of the powers of the Trustees. In the event that only one
      Trustee has been appointed in accordance with this Declaration of Trust, a
      quorum shall consist of one Trustee.

     

    Section
      8.1 — Qualification of Trustees shall be amended to delete “(c) a person who is
      not an individual” as being disqualified from being a Trustee of the
      Trust;

     

    The
      second paragraph of section 8.5 – Ceasing to Hold Office shall be
      deleted and replaced with the following:

     

    A
      resignation of a Trustee becomes effective at the time a written resignation
      is
      sent to the Trust, or at the time specified in the resignation, whichever is
      later.

     

    Section
      11.2 – Notification of Amendment shall be deleted and replaced with the
      following:

     

    As
      soon as shall be practicable after the making of any amendment without the
      consent of Trust Unitholders pursuant to this Article 11, the Trustees shall
      furnish written notification of the substance of such amendment to each Trust
      Unitholder.  For greater certainty, any amendments to the Declaration
      of Trust made with the consent of Trust Unitholders by Special Resolution shall
      not require notification under this Section 11.2;

     


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    Section
      14.2 – Termination with the Approval of the Trust Unitholders shall be
      deleted and replaced with the following:

     

    Section
      14.2 – Termination with the Approval of the Trust Unitholders; Termination
      Following the Final Redemption Date

     

    Except
      in respect of the Final Redemption, the Trust Unitholders may vote by Special
      Resolution to terminate the Trust at any meeting of Trust Unitholders duly
      called by the Trustees for the purpose of considering termination of the
      Trust.  Following the approval of such termination, the Trustees shall
      commence to wind up the affairs of the Trust. With respect to the Final
      Redemption, the Trust may be terminated as and when the Trustees in their sole
      discretion may determine following the procedures in Sections 14.8 and 14.9
      hereof.

     

    Section
      14.8 – Responsibility of the Trustees after Sale and Conversion shall
      be deleted replaced with the following:

     

    Section
      14.8 – Responsibility of the Trustees after Sale and
      Conversion

     

    Except
      in respect of the proceeds from the Transaction received on the Closing Date,
      the Trustees shall not invest the proceeds of any sale of investments or other
      assets or cash forming part of the Trust Assets after the date referred to
      in
      Section 14.3 except in a current account in a Canadian chartered bank and,
      after
      such sale, the sole obligation of the Trustees under this Declaration of Trust
      shall be to hold such proceeds or assets in trust for distribution under Section
      14.6.  With respect to the proceeds from the Transaction received on
      the Closing Date, the Trustees shall invest such proceeds in a current account,
      which may be non-interest bearing, in a Canadian chartered bank until the Final
      Redemption Date.

     

    Section
      14.9 – Procedures for Termination Following the Final Redemption Date
      shall be added and read as follows:

     

    Section
      14.9 – Procedures for Termination Following the Final Redemption
      Date

     

    Following
      the Final Redemption Date and after the date on which the Trustees determine
      to
      commence to wind-up the affairs of the Trust, the Trustees shall undertake
      no
      activities except for those which, subject to their sole discretion, are for
      the
      purpose of winding-up the affairs of the Trust and, for this purpose, the
      Trustees shall continue to be vested with and may exercise all or any of the
      powers conferred upon the Trustees under this Declaration of
      Trust.

     

    Section
      16.15 — Authorization of Trustee shall be added and read as
      follows:

     

    Section
      16.15 — Authorization of Trustee

     

    Any
      Trustee is authorized, without further notice to or approval of the Trust
      Unitholders, to approve such other amendments to this Declaration of Trust
      as
      are in his, her or its discretion necessary or desirable in order to permit
      the
      Final Redemption and as

     


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


    otherwise
      may be necessary or desirable in order to give effect to the Transaction and
      the
      Privatization Agreement.

     

    


     


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    


    SCHEDULE
      B

     

    FORM
      OF INDEMNITY AGREEMENT

     

    TO:           [Name
      of Trustee]

     

    [address]

     

    WHEREAS[Name
      of Trustee] (the “Indemnified Person”) is a trustee of
[CanWest MediaWorks Income Fund/CWMW Trust] (the
“[Fund/Trust]”) and a director
      of CanWest MediaWorks (Canada)
      Inc. (“GP”) and/or a director or officer of any of their
      respective subsidiaries or any subsidiary of the Limited
      Partnership;

     

    AND
      WHEREAS the Indemnified Person has the benefit of an indemnity and the
      Indemnified Person and CanWest MediaWorks Limited Partnership (the “Limited
      Partnership”) are desirous of setting out more fully the nature
      thereof;

     

    NOW
      THEREFORE, in consideration of the Indemnified Person acting as a
      trustee of the [Fund/Trust] and a director of GP and/or a
      director or officer of any of their respective subsidiaries or any subsidiary
      of
      the Limited Partnership and for other good and valuable consideration (the
      receipt and sufficiency of which is hereby acknowledged by the Limited
      Partnership), the Limited Partnership hereby undertakes and agrees to indemnify
      the Indemnified Person upon and subject to the terms of this Indemnity
      Agreement:

     

    
      	
              1.

            	
              Except
                as otherwise provided in this Agreement, to the maximum extent permitted
                by law, the Limited Partnership shall indemnify and hold harmless
                the
                Indemnified Person from and against any and all liabilities, obligations,
                losses, damages, penalties, actions, suits, costs, expenses or
                disbursements of any kind or nature whatsoever which may be imposed
                on,
                incurred by, or asserted against the Indemnified Person by reason
                of the
                Indemnified Person being or having been a trustee of
                the [Fund/Trust] and/or a director of GP and/or a
                director or officer of any of their respective subsidiaries or any
                subsidiary of the Limited Partnership, provided that the Indemnified
                Person acted honestly and in good faith with a view to the best interests
                of the [Fund/Trust] and/or the Limited Partnership and/or
                their respective subsidiaries, as applicable, and in the case of
                a
                criminal or administrative action or proceeding that is enforced
                by a
                monetary penalty, where the Indemnified Person had reasonable grounds
                for
                believing that his or her conduct was
                lawful.

            


    

     

    
      	
              2.

            	
              Without
                limiting the generality of the foregoing, to the maximum extent permitted
                by law, the Limited Partnership
                shall:

            


    

     

    
      	
               

            	
              (a)

            	
              indemnify
                and save harmless the Indemnified Person from and against all costs,
                charges, expenses, judgments, fines and amounts paid in settlement
                of an
                action provided that no settlement shall be effective without the
                Limited
                Partnership’s prior written consent, acting reasonably, or in satisfaction
                of a judgment actually  incurred by the Indemnified Person in
                connection with any threatened, pending or completed action, suit
                or
                proceeding, whether civil, criminal, administrative, or investigative,
                and
                whether formal or informal, to which the Indemnified Person is made
                a
                party or may be liable for by reason of the Indemnified Person being
                orhaving been a trustee of the [Fund/Trust]
                and/or a director of GP and/or a director or officer of
                any of
                their respective subsidiaries or any subsidiary of the Limited
                Partnership, and

            


    

     

    
      	
               

            	
              (b)

            	
              undertake
                to seek the approval of a court, if required, to indemnify and save
                harmless the Indemnified Person from and against all costs, charges,
                expenses, judgments, fines and amounts paid in settlement of an action
                or
                in satisfaction of a judgment actually incurred by the Indemnified
                Person
                in connection with any threatened, pending or completed action, suit
                or
                proceeding, whether civil, criminal, administrative, or investigative,
                and
                whether formal or informal, in respect of any action, suit or proceedings
                by or on behalf of the [Fund/Trust] and/or GP or any of
                their respective subsidiaries or any subsidiary of the Limited Partnership
                to procure a judgment in its favour to which the Indemnified Person
                is
                made a party or may be liable for by reason of the Indemnified Person
                being or having been a trustee of the [Fund/Trust] and/or
                a director of GP and/or a director or officer of any of their respective
                subsidiaries or any subsidiary of the Limited Partnership, provided
                that
                the Indemnified Person fulfils the conditions set out in Section
1.

            


    

     

    
      	
              3.

            	
              For
                the purposes of any determination pursuant to Sections 1 and 2 hereof,
                the
                Indemnified Person shall be deemed, subject to compelling evidence
                to the
                contrary, to have fulfilled the conditions set out in Section 1, and the Limited Partnership will
                have the
                burden of establishing that the Indemnified Person did not fulfil
                such
                conditions.  The knowledge and/or actions or failure to act of
                any other trustee, director, officer or agent of the
                [Fund/Trust], GP or any of their respective subsidiaries
                or any subsidiary of the Limited Partnership or any other entity
                shall not
                be imputed to the Indemnified Person for the purposes of determining
                the
                right to indemnification under this Indemnity
                Agreement.

            


    

     

    
      	
              4.

            	
              The
                termination of a proceeding by judgment, order, settlement, conviction,
                or
                upon a plea of guilty or its equivalent is not, of itself, determinative
                that the Indemnified Person did not fulfill the conditions set out
                in
                Section 1.

            


    

     

    
      	
              5.

            	
              The
                Indemnified Person shall give notice in writing to the Limited Partnership
                as soon as practicable upon being served with any
                statement of claim, writ, notice of motion,
                indictment, subpoena, investigation order or other document commencing,
                threatening or continuing any claim involving the Indemnified Person
                which
                may result in a claim for indemnification under this Indemnity Agreement,
                and the Limited Partnership agrees to give the Indemnified Person
                notice
                in writing as soon as practicable upon it being served with any statement
                of claim, writ, notice of motion, indictment, subpoena, investigation
                order or other document commencing or continuing any claim involving
                the
                Indemnified Person.  Such notice shall include a description of
                the claim or threatened claim, a summary of the facts giving rise
                to the
                claim or threatened claim and, if possible, an estimate of any potential
                liability arising under the claim or threatened claim. Failure by
                the
                Indemnified Person to so notify Limited Partnership shall not relieve
                the
                Limited Partnership from liability under this Indemnity Agreement
                except
                and only to the extent that the failure to notify materially prejudices
                the Limited Partnership.

            


    

     


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


    
      	
              6.

            	
              The
                Limited Partnership shall, at the request of the Indemnified Person,
                advance to the Indemnified Person sufficient funds, or arrange to
                pay on
                behalf of or reimburse the Indemnified Person for any costs, charges
                or
                expenses reasonably incurred by the Indemnified Person in investigating,
                defending, appealing, preparing for, providing evidence in or instructing
                and receiving the advice of the Indemnified Person’s counsel or other
                professional advisors in regard to any claim or other matter for
                which the
                Indemnified Person may be entitled to an indemnity or reimbursement
                under
                this Indemnity Agreement, and such amounts shall be treated as a
                non-interest bearing advance or loan to the Indemnified Person, pending
                approval of the Limited Partnership or the court (if required), to
                the
                payment thereof as an indemnity.  In the event it is ultimately
                determined by a court of competent jurisdiction that the Indemnified
                Person did not fulfil the conditions set out in section 1 above,
                or that
                the Indemnified Person was not entitled to be fully so
                indemnified, such loan or advance, or the appropriate portion thereof
                shall, upon written notice of such determination being given by the
                Limited Partnership to the Indemnified Person detailing the basis
                for such
                determination, be repayable on demand and shall bear interest from
                the
                date of such notice at the prime rate prescribed from time to time
                by The Bank of Nova
                Scotia.

            


    

     

    
      	
              7.

            	
              The
                Limited Partnership hereby agrees to reimburse the Indemnified Person
                for
                all taxes payable by the Indemnified Person under the taxing laws
                of any
                jurisdiction, should the reimbursement of costs, charges and expenses
                under this Indemnity Agreement, including this Section 7, constitute
                a
                taxable benefit to the Indemnified
                Person.

            


    

     

    
      	
              8.

            	
              The
                Indemnification provided by this Indemnity Agreement shall not be
                deemed
                exclusive of any other rights to which the Indemnified Person may
                be
                entitled under any statute, by-law, agreement, vote of shareholders
                or
                otherwise, both as to actions in his or her official capacity and
                as to
                actions in another capacity while holding such office, and shall
                continue
                after he or she has ceased to be a trustee of the
                [Fund/Trust] and/or a director of GP and/or a director or
                officer of any of their respective subsidiaries or any subsidiary
                of the
                Limited Partnership.

            


    

     

    
      	
              9.

            	
              Any
                section, subsection or subdivision or provision of this Indemnity
                Agreement which is or becomes illegal, invalid or unenforceable shall
                be
                severed from this Indemnity Agreement and be ineffective to the extent
                of
                such illegality, invalidity or unenforceability and shall not affect
                or
                impair the remaining provisions
                thereof.

            


    

     

    
      	
              10.

            	
              The
                Limited Partnership hereby waives any right to set off any and all
                existing and future claims against any amounts payable to the Indemnified
                Person hereunder, and agrees to pay such amounts payable hereunder
                regardless of any claim which may be asserted by or on behalf of
                the
                Limited Partnership against the Indemnified
                Person.

            


    

     

    
      	
              11.

            	
              In
                connection with any proceeding in respect of which the Indemnified
                Person
                may be entitled to be indemnified hereunder, the Limited Partnership
                agrees to cooperate in defending the Indemnified Person against such
                proceeding consistent with its obligations under this Indemnity Agreement
                and shall be entitled to control of the defence of any civil claims
                for
                which indemnity is sought with counsel of its choosing, acting
                reasonably.  The Indemnified Party agrees to cooperate fully in
                such defence including, without limitation, the provision of documents,
                attending examinations for discovery,making affidavits, meeting with
                counsel, testifying and divulging to the Limited Partnership all
                information reasonably requested to defend or prosecute the
                claims.

            


    

     

    
      	
              12.

            	
              This
                Indemnity Agreement and the obligations of the Limited Partnership
                hereunder will not be affected, discharged, impaired, mitigated or
                released by reason of any bankruptcy, insolvency, receivership or
                other
                similar proceeding of creditors of the Limited
                Partnership.

            


    

     

    
      	
              13.

            	
              This
                Indemnity Agreement shall be effective as of the date
                hereof.

            


    

     

    
      	
              14.

            	
              This
                Indemnity Agreement may be executed by the parties in counterparts
                and may
                be executed and delivered by facsimile or electronic mail and all
                such
                counterparts and facsimiles together shall constitute one and the
                same
                agreement.

            


    

     

    
      	
              15.

            	
              This
                Indemnity Agreement shall be deemed to have been made in and shall
                be
                construed in accordance with the laws of the Province of Ontario
                and the
                federal laws of Canada applicable therein and the Limited Partnership
                hereby unconditionally attorns to the laws of such jurisdiction and
                to the
                courts of the Province of Ontario.

            


    

     

    
      	
              16.

            	
              This
                Indemnity Agreement and the benefits and obligations of all covenants
                herein contained will be binding upon and enure to the benefit of
                the
                Limited Partnership, its successors and assigns, and the Indemnified
                Person, his or her heirs and personal or other legal
                representatives.  If the Limited Partnership or any of its
                successors or assigns shall at any time prior to the later of: (i)
                six
                years from the date hereof; and (ii) the date on which any outstanding
                claims against the Indemnified Persons for which indemnification
                has been
                sought under the terms hereof have been fully and finally resolved,
                have
                net realizable assets of less than $60 million, then the Limited
                Partnership and CanWest MediaWorks Inc. shall make proper provision
                so
                that an entity with net realizable assets of not less than
                $60 million shall assume all of the obligations of the Limited
                Partnership set forth in this Indemnity Agreement and for greater
                certainty, the foregoing obligation shall terminate on the last day
                of the
                foregoing period.

            


    

     

    
      	
              17.

            	
              The
                obligations under this Indemnity Agreement shall be binding upon
                the
                Limited Partnership and recourse may be had to the partnership property
                of
                the Limited Partnership but not personally binding upon any of the
                directors, officers, limited partners, employees or agents of the
                Limited
                Partnership and no resort shall be had to nor redress, recourse or
                satisfaction sought from the private property of any such
                parties.

            


    

     

    
      	
              18.

            	
              This
                agreement shall be effective when executed by both the Limited Partnership
                and the Indemnified Person.

            


    

     

    
      	
              19.

            	
              Any
                notice, consent or approval required or permitted to be given in
                connection with this Indemnity Agreement (in this Section referred
                to as a
                “Notice”) shall be in writing and shall be sufficiently given if delivered
                (whether in person, by courier service or other personal method of
                delivery), or if transmitted by facsimile or
                e-mail:

            


    

     


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    
      	
              (a)

            	
              if
                to the Limited Partnership:

            


    

     

    1450
      Don
      Mills Road

    Toronto,
      ON   M3B 2X7

     

    Attention:                                President
      and Chief Executive Officer

     

    Fax
      number:                                (416)
      446-5423

     

    
      	
               

            	
              (b)

            	
              if
                to Indemnified Person:

            


    

     

    l

     

    Attention:                                l

    Fax
      number:                                l

     

    Any
      Notice delivered or transmitted to a party as provided above shall be deemed
      to
      have been given and received on the day it is delivered or transmitted, provided
      that it is delivered or transmitted on a business day prior to 5:00 p.m. local
      time in the place of delivery or receipt.  However, if the Notice is
      delivered or transmitted after 5:00 p.m. local time in the place of receipt
      or
      if such day is not a business day in the place of receipt then the Notice shall
      be deemed to have been given and received on the next business day in the place
      of receipt.

     

    Any
      party
      may, from time to time, change its address by giving Notice to the other parties
      in accordance with the provisions of this Section 19.

     

    


     

    DATED
      this ______ day of ______________, 2007.

     

    


     

    
      	 	 	
              CANWEST
                MEDIAWORKS LIMITED PARTERNSHIP, by its general partner, CANWEST MEDIAWORKS
                (CANADA) INC.

            
	
              By:

            	 
	 	
              Name:
                l

            
	 	
              Title:
                l

            
	
              By:

            	 
	 	
              Name:
                l

            
	 	
              Title:
                l

            


    

    


     

    
      	 	 	
              CANWEST
                MEDIAWORKS INC.

            
	
              By:

            	 
	 	
              Name:
                l

            
	 	
              Title:
                l

            
	
              By:

            	 
	 	
              Name:
                l

            
	 	
              Title:
                l

            


    

    


     

    
      	 	 	
              INDEMNIFIED
                PERSON

            
	
              By:

            	 
	 	
              Name:
                l

            
	 	
              Title:
                l

            


    

    


     

    


     


    
      
        
        

      

      
        33