holdco3aa.htm


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

              

                  EXECUTION
            COPY      
    

      

    


    THIS
      THIRD AMENDMENT AGREEMENT is dated as of the 31st day of
      July, 2007.

     

    B
      E T W E E N:

     

    CANWEST
      MEDIAWORKS INC.

    a
      corporation incorporated under the laws of Manitoba

    as
      Borrower

     

    


    -
      and
      -

    


    THE
      GUARANTORS FROM TIME TO TIME PARTY

    TO
      THE CREDIT AGREEMENT

    as
      Guarantors

     

    


    -
      and
      -

    


    THE
      LENDERS FROM TIME TO TIME PARTY

    TO
      THE CREDIT AGREEMENT

    as
      Lenders

     

    


    -
      and
      -

    


    THE
      BANK OF NOVA SCOTIA

    a
      bank to
      which the Bank Act (Canada) applies,

    in
      its
      capacity as administrative agent hereunder

    as
      Administrative Agent

     

    


    RECITALS:

    


    
      	
              A.

            	
              The
                Borrower, the Guarantors, the Agent and the Lenders are parties to
                a
                Credit Agreement dated as of October 13, 2005, as amended by a First
                Amendment Agreement (the "First Amendment Agreement")
                dated as of February 15, 2006 and a Second Amendment Agreement (the
                "Second Amendment Agreement") dated as of
                April 30, 2007 (as so amended, the "Existing Credit
                Agreement").

            


    

     

    
      	
              B.

            	
              On
                February 14, 2007, in connection with its proposed investment in
                Alliance
                Atlantis Communications Inc., the Borrower requested that (i) the
                maximum amount of the Credit be increased from the then-existing
                limit of
                $513,000,000 to $600,000,000, (ii) that the Lenders agree to treat
                such proposed investment as a Permitted Investment (as defined in
                the
                Existing Credit Agreement), and (iii) that certain other amendments
                be made to the terms and conditions of the Existing Credit Agreement,
                to
                which the Lenders agreed on or about February 22,
                2007.

            


    

     

    
      	
              C.

            	
              On
                June 14, 2007, the Borrower completed the disposition of its 70%
                interest
                in CanWest MediaWorks (NZ) Limited for proceeds of approximately
                Cdn. $300,000,000.

            


    

     


    
      
              

          
            	 	              

                                    Third
                      Amendment
                      Agreement              
            


          
      

                  
      
    

        
        

      

      
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              D.

            	
              On
                or about June 26, 2007, the Borrower gave notice to the Agent and
                the
                Lenders that it wished to cancel Cdn. $87,000,000 of the Credit,
                effective June 28, 2007.

            


    

     

    
      	
              E.

            	
              On
                or about July 3, 2007, the Borrower requested that the Agent and
                the
                Lenders make certain amendments to the Existing Credit Agreement
                relating
                to and arising from the privatization of CanWest MediaWorks Income
                Fund
                and the refinancing of CanWest MediaWorks Limited Partnership contemplated
                in connection with such privatization, to which the Required Lenders
                agreed on or about such date.

            


    

     

    
      	
              F.

            	
              The
                parties are entering into this Third Amendment Agreement to give
                effect to
                the foregoing matters and to the other matters set forth
                herein.

            


    

     

    NOW
      THEREFORE in consideration of the premises and for other good and
      valuable consideration, the receipt and adequacy of which are hereby
      acknowledged, and intending to be legally bound hereby, the parties agree as
      follows:

     

    Section
      1 – Amendment to Definitions

     

    (a)           With
      effect from and after February 23, 2007, the definition of "Alliance Atlantis
      Transaction" is added to Section 1.1 of the Existing Credit Agreement as
      follows:

     

    "Alliance
      Atlantis Transaction" means the indirect acquisition by the Borrower
      and Goldman Sachs Capital Partners ("GS") of the shares of
      Alliance Atlantis Communications Inc. ("Alliance Atlantis") as
      more particularly described in the Notice of Special Meeting and Management
      Proxy Circular dated March 5, 2007 issued by Alliance Atlantis and the
      Arrangement  Agreement between AA Acquisition Corp. and Alliance
      Atlantis made as of January 10, 2007 and amended on February 26, 2007 and July
      30, 2007 (the "Arrangement Agreement").  Concurrently
      with the completion of the Arrangement (as defined in the Arrangement
      Agreement), Alliance Atlantis's broadcasting, entertainment and motion picture
      distribution businesses will be reorganized and split into separate groups
      that
      will each be operated on a stand-alone basis. The broadcasting assets will
      be
      held by CW Investments Co., an unlimited liability company organized under
      the
      laws of the Province of Nova Scotia, a subsidiary of the Borrower and GS,
      through various subsidiaries. Neither the Borrower nor CW Investments Co.
      will have any continuing interest in the entertainment and motion picture
      businesses of Alliance Atlantis following the completion of certain contemplated
      transactions to be completed immediately following the Arrangement (as defined
      in the Arrangement Agreement). The Borrower will make an indirect equity
      investment through 4414616 Canada Inc. of approximately $262,000,000 in CW
      Investments Co. and 4414616 Canada Inc. will indirectly hold approximately
      two-thirds of the voting shares and an approximate 36% equity interest in CW
      Investments Co.

     

    (b)           With
      effect from and after July 3, 2007, the definition of "Privatization
      Transactions" is added to Section 1.1 of the Existing Credit Agreement as
      follows:

     

    "Privatization
      Transactions" means the series of transactions described in the
      definition of "Transaction" contained in the privatization agreement made as
      ofMay 25, 2007 between the Borrower, CWMW Trust, CanWest MediaWorks
      (Canada) Inc., CanWest MediaWorks Limited Partnership and CanWest MediaWorks
      Income Fund including, without limitation, the redemption and cancellation
      by
      the CanWest MediaWorks Income Fund of all issued and outstanding trust units
      of
      the CanWest MediaWorks Income Fund held by the public."

     

    (c)           With
      effect from and after July 31, 2007, Section 1.1.71 of the Existing Credit
      Agreement is deleted and replaced with the following provision:

     

    
      	
               

            	
              1.1.71

            	
              "Excluded
                Global Group Entities" means, collectively (a) CGS
                International Holdings (Luxembourg) SāRL, (b) any other Subsidiary of
                CanWest Global Communications Corp. incorporated under the laws of
                Luxembourg, (c)
                4414616
                Canada Inc., and (d) any other Global Group Entity acceptable to
                the
                Required Lenders, acting
                reasonably.

            


    

     

    (d)           With
      effect from and after February 23, 2007, Section 1.1.138(a) of the Existing
      Credit Agreement is deleted and replaced with the following
      provision:

     

    
      	
              1.1.138(a)

            	
              the
                pro forma Total Leverage Ratio (based on reasonable projections
                satisfactory to the Required Lenders), after giving effect to such
                Investment:

            


    

     

    
      	
               

            	
              (i)

            	
              for
                an Investment made prior to 31 May 2008, is less, on closing of such
                Investment for the applicable periods below, than the levels noted
                below
                and is less than that level which is 0.25 less than the applicable
                Total
                Leverage Ratio on the date which is 12 months after
                closing:

            


    

     

    
      	
              Period

            	
              Total
                Leverage Ratio

                       on
                closing         

            
	
              Up
                to 22 February 2007

            	
              6.25
                to 1.00

            
	
              From
                23 February 2007 to 30 August 2007

            	
              6.25
                to 1.00

            
	
              From
                31 August 2007 to 28 February 2008

            	
              6.00
                to 1.00

            
	
              From
                29 February 2008 to 30 May 2008

            	
              5.50
                to 1.00

            


    

    


    
      	
               

            	
              (ii)

            	
              for
                an Investment made after 31 May 2008, 5.25 to 1.0 on closing of such
                Investment if the Borrower has made a request and is entitled to
                an
                increase in the maximum permitted Total Leverage Ratio as contemplated
                by
                Section 7.1(1), and is less than 4.75 to 1.0 on the date which is 12
                months after closing of such Investment;
                and

            


    

     

    
      	
               

            	
              (iii)

            	
              for
                an Investment made after 31 May 2008, is less than 5.0 to 1.0 if the
                Borrower has not requested or is notentitled to an increase in the
                maximum
                permitted Total Leverage Ratio as contemplated in Section 7.1(1), and
                is less than 5.00 to 1.0 on the date which is 12 months after closing
                of
                such Investment; and

            


    

     

    (e)           With
      effect from and after July 3, 2007, Section 1.1.139(l) of the Existing Credit
      Agreement is deleted and replaced with the following provision:

     

    
      	
               

            	
              1.1.139(l)

            	
              Debt
                of the Borrower to a wholly-owned Subsidiary of the Borrower that
                is an
                Obligor and Debt of an Obligor which is a wholly-owned Subsidiary
                of the
                Borrower owed to the Borrower or to another Obligor which is a
                wholly-owned Subsidiary of the
                Borrower;

            


    

     

    (f)           With
      effect from and after July 31, 2007, Section 1.1.171 of the Existing Credit
      Agreement is deleted and replaced with the following provision:

     

    
      	
               

            	
              1.1.171

            	
              "Subsidiary"
                means, with respect to a Person, a subsidiary of such Person as defined
                in
                the Canada Business Corporations Act as of the date of this
                Agreement (determined as if each such Person was a body corporate),
                and
                any other Person in which the Person or any Subsidiary of the Person
                has
                the right, directly or indirectly, through one or more intermediaries,
                to
                make or Control management decisions but, for avoidance of doubt,
                does not
                include CW Investments Co. at any time that the Global Group Entities
                do
                not own in excess of 50% of the economic interests of CW Investments
                Co.

            


    

     

    Section
      2 – Amendment to the Credit

     

    (a)           With
      effect from and after February 23, 2007, Section 2.1(1) of the Existing Credit
      Agreement is deleted and replaced with the following provision:

     

    
      	
               

            	
              2.1(1)

            	
              Upon
                and subject to the terms and conditions of this Agreement, the Lenders
                severally agree to provide to the Borrower a credit facility for
                the use
                of the Borrower (a) for the period from October 13, 2005 to
                February 14, 2006, inclusive, in the amount of up to Cdn. $500,000,000
                or
                the Equivalent Amount in US Dollars, (b) for the period from February
                15,
                2006 to August 31, 2006, inclusive, in the amount of up to Cdn.
                $600,000,000 or the Equivalent Amount in US Dollars, (c) for the
                period
                from September 1, 2006 to February 22, 2007, inclusive, in the amount
                of up to Cdn. $513,000,000 or the Equivalent Amount in US Dollars,
                (d) for the period from February 23, 2007 to
                June 27, 2007, inclusive, in the amount of up to
                Cdn. $600,000,000 or the Equivalent Amount in US Dollars, and
                (e) from and after June 28, 2007 in the amount of up to
                Cdn. $513,000,000 or the Equivalent Amount in US Dollars (the
                "Credit"), provided
                that

            


    

     


    
      
              

          
            	 	              

                                    Third
                      Amendment
                      Agreement              
            


          
      

                  
      
    

        
        

      

      
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              each
                Lender's obligation hereunder shall be limited to its respective
                Applicable Percentage of the
                Credit.

            


    

     

    Section
      3 – Amendment to Representations and Warranties

     

    
      	
               

            	
              6.1(8)

            	
              Representations
                and Warranties relating to Excluded Global Group
                Entities

            


    

     

    Each
      Obligor represents and warrants that none of the Excluded Global Group Entities
      carries on any business, owns any Property other than (a) Equity in another
      Global Group Entity, (b) in the case of 4414616 Canada Inc., Equity in CW
      Investments Co., (c) as contemplated in Section 7.5(2), and
      (d) non-material property ancillary to the business of a holding company
      such as bank accounts (subject to the restrictions in Section 7.5), or has
      any
      Debt other than Debt and obligations to another Global Group Entity, Debt and
      obligations for taxes and other amounts owing to public authorities, obligations
      which do not involve indebtedness and other Debts and obligations not exceeding
      Cdn. $500,000 (or the equivalent thereof in any other currency) in the aggregate
      from time to time.

     

    Section
      4 – Amendment to Financial Covenants

     

    (a)           With
      effect from and after February 23, 2007, Section 7.1(1) of the Existing Credit
      Agreement is deleted and replaced with the following provision:

     

    
      	
               

            	
              7.1(1)

            	
              The
                Borrower shall have at Closing (after consummation of and giving
                effect to
                the Implementation Transactions) and shall at all times during the
                applicable time periods noted below maintain a Total Leverage Ratio
                of not
                greater than the applicable ratio set forth
                below:

            


    

     

    
      	
              Period

            	
              Total
                Leverage Ratio

            
	
              From
                30 November 2005 to 31 May 2006

            	
              6.00
                to 1.00

            
	
              From
                1 June 2006 to 29 November 2007

            	
              6.25
                to 1.00

            
	
              From
                30 November 2007 to 28 February 2008

            	
              6.00
                to 1.00

            
	
              From
                29 February 2008 to 30 May 2008

            	
              5.50
                to 1.00

            
	
              31 May
                2008 and thereafter

            	
              5.00
                to 1.00

            


    

    



    
      
              

          
            	 	              

                                    Third
                      Amendment
                      Agreement              
            


          
      

                  
      
    

        
        

      

      
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    provided
      however, that upon request made by the Borrower at any time on or after 31
      May
      2008 and when the Total Leverage Ratio for its immediately preceding fiscal
      quarter is less than or equal to 5.00 to 1.00 and which request is made before
      the end of the fiscal quarter in which a Permitted Investment is made, the
      maximum permitted Total Leverage Ratio may be increased to 5.50 to 1.00 for
      a
      period of twelve months from the closing of the Permitted Investment, after
      which time the maximum permitted Total Leverage Ratio shall automatically reduce
      to 5.00 to 1.00.  The Borrower shall not be permitted to request an
      increase in the maximum permitted Total Leverage Ratio in connection with any
      subsequent Permitted Investment as contemplated in this Section 7.1(1)
      until the automatic reduction referred to in the preceding sentence shall have
      become effective or the Total Leverage Ratio shall have been not greater than
      5.00 to 1.00 for at least two consecutive fiscal quarters.

    (b)           With
      effect from and after February 23, 2007, Section 7.1(3) of the Existing Credit
      Agreement is deleted and replaced with the following provision:

     

    
      	
               

            	
              7.1(3)

            	
              The
                Borrower shall have at Closing (after consummation of and giving
                effect to
                the Implementation Transactions) and shall at all times during the
                applicable time periods noted below maintain an Interest Coverage
                Ratio of
                not less than the applicable ratio set forth
                below:

            


    

     

    
      	
              Period

            	
              Interest
                Coverage Ratio

            
	
              From
                30 November 2005 to 31 May 2006

            	
              2.50
                to 1.00

            
	
              From
                1 June 2006 to 30 November 2006

            	
              2.00
                to 1.00

            
	
              From
                1 December 2006 to 28 February 2008

            	
              1.75
                to 1.00

            
	
              29
                February 2008 and thereafter

            	
              2.00
                to 1.00

            


    

    


    (c)           With
      effect from and after February 23, 2007, Section 7.5(1) of the Existing Credit
      Agreement is deleted and replaced with the following provision:

     

    
      	
               

            	
              7.5(1)

            	
              The
                Obligors shall not cause or permit any Excluded Global Group Entity
                to
                carry on any business, own any Property other than (a) Equity in
                another Global Group Entity, (b) in the case of 4414616 Canada Inc.,
                Equity in CW Investments Co., (c) as contemplated in
                Section 7.5(2), and (d) non material property ancillary to the
                business of a holding company such as bank accounts (subject to the
                restrictions in this Section 7.5), enter into any transaction of any
                kind, create, incur, assume or suffer to exist or cause or permit
                any
                Encumbrance upon or in respect of any of its Property, or create,
                incur,
                assume or permit any Debt to remain outstanding other than Debt and
                obligations to another Global Group Entity, Debt and obligations
                for taxes
                and other amounts owing to public authorities, obligations which
                do not
                involveindebtedness and other Debts and obligations not exceeding
                Cdn. $500,000 (or the equivalent thereof in any other currency) in
                the aggregate from time to time.

            


    

     

    Section
      5 – Acknowledgement and Consent re Proceeds of Irish Asset
      Sale

     

    The
      Lenders acknowledge, with effect from and after February 23, 2007, that the
      first 50% of Net Cash Proceeds arising from the sale by the Borrower of CanWest
      Irish Sales Limited and the sale by CanWest Irish Holdings (Barbados) Inc.
      of
      its 45% interest in CanWest Granada Media Holdings Limited have been applied
      to
      permanently repay and reduce the Credit.  The Lenders agree that the
      remaining 50% of such Net Cash Proceeds (the "Remaining
      Proceeds") are not required to be applied to permanently repay and
      reduce the Credit so long as the Remaining Proceeds are used to make an
      investment in Property (as defined in the Senior Subordinated Trust Indenture)
      in compliance with Section 4.13 of the Senior Subordinated Trust Indenture
      no later than August 31, 2007, failing which such Remaining Proceeds shall
      be
      paid to the Agent on August 31, 2007 to permanently repay and reduce the Credit
      in accordance with Section 2.5(1) of the Existing Credit
      Agreement.

     

    Section
      6 – Consent re Alliance Atlantis Transaction

     

    Effective
      from and after February 23, 2007, the Lenders consent to the Alliance Atlantis
      Transaction and to the Alliance Atlantis Transaction being treated as a
      Permitted Investment under the Existing Credit Agreement for all
      purposes.

     

    Section
      7 – Consents required re Privatization of CanWest Fund

     

    With
      effect from and after July 3, 2007, the Lenders hereby:

     

    
      	
               

            	
              (a)

            	
              consent
                to the termination of the Securityholders Agreement in connection
                and
                concurrent with the Privatization
                Transactions;

            


    

     

    
      	
               

            	
              (b)

            	
              consent
                to the termination of the Liquidity and Exchange Agreement in connection
                and concurrent with the Privatization
                Transactions;

            


    

     

    
      	
               

            	
              (c)

            	
              consent
                to the amendment of the CanWest Partnership Agreement to remove CWMW
                Trust
                as a partner and to make such other changes as are necessary or desirable
                to implement the Privatization
                Transactions;

            


    

     

    
      	
               

            	
              (d)

            	
              consent
                to the payment by the Borrower to CWMW Trust of the amount of
                approximately $500,000 to fund the payment of the alternative minimum
                tax
                liability of CWMW Trust for its 2007 taxation year to facilitate
                the
                winding-up of CWMW Trust in connection with the Privatization
                Transactions; and

            


    

     

    
      	
               

            	
              (e)

            	
              authorize
                and direct the Agent to take all steps as may be necessary to release
                or
                discharge any Security which creates a security interest in the
                Securityholders Agreement or the Liquidity and Exchange
                Agreement.

            


    

     


    
      
              

          
            	 	              

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              Section
                8 – Amendment to Schedule E of Existing Credit
                Agreement

            


    

     

    Schedule E
      to the Existing Credit Agreement is deleted and (a) for the period from
      September 1, 2006 to February 22, 2007, inclusive, replaced by Schedule E-1
      to this Third Amendment Agreement, (b) for the period from February 23, 2007
      to
      June 27, 2007, inclusive, replaced by Schedule E-2 to this Third Amendment
      Agreement, and (c) for the period commencing on June 28, 2007, replaced by
      Schedule E-3 to this Third Amendment Agreement.

     

    Section
      9 – Conditions Precedent to Effectiveness of this Third Amendment
      Agreement

     

    This
      Third Amendment Agreement shall become binding on the Lenders only upon
      satisfaction of the following conditions precedent:

     

    
      	
               

            	
              (a)

            	
              execution
                and delivery of this Third Amendment Agreement by the Borrower and
                each of
                the other Obligors;

            


    

     

    
      	
               

            	
              (b)

            	
              execution
                and delivery of this Third Amendment Agreement by the Lenders in
                accordance with Section 9.2 of the Existing Credit
                Agreement;

            


    

     

    
      	
               

            	
              (c)

            	
              no
                Event of Default or Pending Event of Default having occurred and
                being
                continuing as at the date of satisfaction of all of the foregoing
                conditions precedent;

            


    

     

    
      	
               

            	
              (d)

            	
              the
                Agent having received an amendment fee equal to Cdn. $284,400, for
                the account of each consenting Lender in proportion in each Lender's
                Commitment as set forth on Schedule E-2 to this Third Amendment
                Agreement;

            


    

     

    
      	
               

            	
              (e)

            	
              the
                Agent having received the favourable opinions of counsel to the Borrower
                and the other Obligors as it may reasonably require, in relation
                to the
                enforceability of this Third Amendment Agreement and the documentation
                contemplated hereby; and

            


    

     

    
      	
               

            	
              (f)

            	
              the
                Agent having received such corporate resolutions, incumbency and
                other
                certificates of each of the Borrower and the other Obligors as the
                Agent
                may reasonably request in connection with this Third Amendment Agreement
                and the transactions contemplated
                hereby.

            


    

     

    Section
      10 – Representations and Warranties

     

    Each
      of
      the Obligors represents and warrants to the Agent and Lenders as
      follows:

     

    
      	
               

            	
              (a)

            	
              the
                execution, delivery and performance by it of this Third Amendment
                Agreement (i) have been duly authorized by all necessary corporate or
                partnership action on its part, and (ii) do not and will not violate
                its
                Constating Documents, any Applicable Law, any Permit or any Contract
                to
                which it is a party;

            


    

     

    
      	
               

            	
              (b)

            	
              this
                Third Amendment Agreement constitutes a legal, valid and binding
                obligation of each of the Obligors enforceable against it in accordance
                with its terms, subject to the availability of equitable remedies
                and the
                effect ofbankruptcy, insolvency and similar laws affecting the rights
                of
                creditors generally;

            


    

     

    
      	
               

            	
              (c)

            	
              the
                representations and warranties made by it in the Credit Agreement,
                other
                than those expressly stated to be made as of a specific date, are
                true and
                correct as of the date hereof with the same effect as if such
                representations and warranties had been made on and as of the date
                hereof;

            


    

     

    
      	
               

            	
              (d)

            	
              after
                giving effect to this Third Amendment Agreement, no Event of Default
                or
                Pending Event of Default has occurred which is continuing on the
                date
                hereof or will occur as a result of entering into this Third Amendment
                Agreement or the observance or performance of its obligations hereunder;
                and

            


    

     

    
      	
               

            	
              (e)

            	
              none
                of (i) the execution, delivery or performance of this Third Amendment
                Agreement, (ii) the entering into or performance of any of the
                transactions contemplated by this Third Amendment Agreement, or
                (iii) the entering into or performance of any of the transactions
                contemplated by Alliance Atlantis Transaction, breach, cause or result
                in
                a default under the Senior Subordinated Note Indenture or result
                in the
                Borrower being required to deliver or cause to be delivered equal
                and
                rateable security pursuant to the Senior Subordinated Note
                Indenture.

            


    

     

    Section
      11 – Further Security

     

    It
      is
      acknowledged and agreed that, pursuant to Section 3.3(3) of the Existing Credit
      Agreement, the Borrower shall deliver a pledge of all of the shares of 4414616
      Canada Inc. following the completion of the Alliance Atlantis
      Transaction.

     

    Section
      12 – Loan Document

     

    Each
      of
      the Obligors acknowledges that this Third Amendment Agreement is a Loan Document
      and that all of its representations and warranties concerning Loan Documents
      that are contained in the Existing Credit Agreement apply to this Third
      Amendment Agreement and are deemed to be repeated on its execution of this
      Third
      Amendment Agreement as if set out in full in this Third Amendment
      Agreement.

     

    Section
      13 – Continuing Effect of Existing Credit Agreement

     

    Except
      as
      amended by this Third Amendment Agreement, the Existing Credit Agreement shall
      remain in full force and effect, without amendment, and is hereby ratified
      and
      confirmed. Without in any way limiting the terms of the Existing Credit
      Agreement or any other Loan Document, each Obligor confirms that the Security
      made or granted by it pursuant to the Existing Credit Agreement remains in
      full
      force and effect notwithstanding the amendments to the Existing Credit Agreement
      contained herein and that such Security shall continue to secure all of the
      debts, liabilities and obligations described in Section 3.2 of the Existing
      Credit Agreement, including but not limited to those debts, liabilities and
      obligations arising as a result of this Third Amendment Agreement.  In
      addition, all of the Loan Documents shall continue in full force and effect
      in
      accordance with their respective terms and are hereby ratified and confirmed
      in
      all respects.

     

    Section
      14 – Further Assurances

     

    Each
      Obligor shall promptly do, make, execute or deliver, or cause to be done, made,
      executed or delivered, all such further acts, documents and things as the Agent
      may require from time to time for the purposes of giving effect to this Third
      Amendment Agreement and shall use reasonable efforts and take all such steps
      as
      may be within its power to implement, to the full extent, the provisions of
      this
      Third Amendment Agreement.

     

    Section
      15 – Counterparts and Facsimile

     

    This
      Third Amendment Agreement may be executed in any number of counterparts, each
      of
      which when executed and delivered shall be deemed to be an original, and such
      counterparts together shall constitute one and the same
      agreement.  For the purposes of this Section, the delivery of a
      facsimile copy of an executed counterpart of this Third Amendment Agreement
      shall be deemed to be valid execution and delivery thereof.

     

    Section
      16 – Governing Law

     

    The
      parties agree that this Third Amendment Agreement shall be conclusively deemed
      to be a contract made under, and shall for all purposes be governed by and
      construed in accordance with, the laws of the Province of Ontario and the laws
      of Canada applicable in the Province of Ontario.

     

    Section
      17 – Interpretation

     

    Capitalized
      terms used herein, unless otherwise defined or indicated herein, have the
      respective meanings defined in the Existing Credit Agreement.  This
      Third Amendment Agreement and the Existing Credit Agreement shall be read
      together and have effect so far as practicable as though the provisions thereof
      and the relevant provisions hereof are contained in one document.

     

    Section
      18 – Effective Date

     

    This
      Third Amendment Agreement shall be effective as of July 31, 2007 (or as
      otherwise provided herein) and may be referred to as being dated as of
      July 31, 2007, notwithstanding the actual date of execution by the parties
      hereto as set forth on their respective signing pages.

     

    [EXECUTION
      PAGES FOLLOW]

     

    


     

    


     

    


    
    


    
      
              

          
            	 	              

                                    Third
                      Amendment
                      Agreement              
            


          
      

                  
      
    

        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    SCHEDULE
      E-1

    APPLICABLE
      PERCENTAGES OF LENDERS

    


    [see
      references in Section 1.1]

     

    


    


    
      	
              Lender

            	 	
              Commitment

            	 	 	
              Applicable
                Percentage

            	 
	
              The
                Bank of Nova Scotia

            	 	$	
              138,798,990

            	 	 	 	27.06	%
	
              Royal
                Bank of Canada

            	 	$	
              132,476,009

            	 	 	 	25.82	%
	
              Canadian
                Imperial Bank of Commerce

            	 	$	
              90,454,640

            	 	 	 	17.63	%
	
              Bank
                of Montreal

            	 	$	
              90,454,640

            	 	 	 	17.63	%
	
              The
                Toronto-Dominion Bank

            	 	$	
              56,540,723

            	 	 	 	11.02	%
	
              GE
                Canada Finance Holding Company

            	 	$	
              4,275,000

            	 	 	 	0.83	%
	 	 	$	
              513,000,000

            	 	 	 	100	%


    

    


    


    



    
      
              

          
            	 	              

                                    Third
                      Amendment
                      Agreement              
            


          
      

                  
      
    

        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    SCHEDULE
      E-2

    APPLICABLE
      PERCENTAGES OF LENDERS

    


    [see
      references in Section 1.1]

     

    


    
      	
              Lender

            	 	
              Commitment

            	 	 	
              Applicable
                Percentage

            	 
	
              The
                Bank of Nova Scotia

            	 	$	
              162,338,000

            	 	 	 	27.06	%
	
              Royal
                Bank of Canada

            	 	$	
              154,942,700

            	 	 	 	25.82	%
	
              Canadian
                Imperial Bank of Commerce

            	 	$	
              105,794,900

            	 	 	 	17.63	%
	
              Bank
                of Montreal

            	 	$	
              105,794,900

            	 	 	 	17.63	%
	
              The
                Toronto-Dominion Bank

            	 	$	
              66,129,500

            	 	 	 	11.02	%
	
              GE
                Canada Finance Holding Company

            	 	$	
              5,000,000

            	 	 	 	0.83	%
	 	 	$	
              600,000,000

            	 	 	 	100	%


    

    


    


    



    
      
              

          
            	 	              

                                    Third
                      Amendment
                      Agreement              
            


          
      

                  
      
    

        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    SCHEDULE
      E-3

    APPLICABLE
      PERCENTAGES OF LENDERS

    


    [see
      references in Section 1.1]

     

    


    
      	
              Lender

            	 	
              Commitment

            	 	 	
              Applicable
                Percentage

            	 
	
              The
                Bank of Nova Scotia

            	 	$	
              138,798,990

            	 	 	 	27.06	%
	
              Royal
                Bank of Canada

            	 	$	
              132,476,009

            	 	 	 	25.82	%
	
              Canadian
                Imperial Bank of Commerce

            	 	$	
              90,454,640

            	 	 	 	17.63	%
	
              Bank
                of Montreal

            	 	$	
              90,454,640

            	 	 	 	17.63	%
	
              The
                Toronto-Dominion Bank

            	 	$	
              56,540,723

            	 	 	 	11.02	%
	
              GE
                Canada Finance Holding Company

            	 	$	
              4,275,000

            	 	 	 	0.83	%
	 	 	$	
              513,000,000

            	 	 	 	100	%


    

    


    


    



    
      
              

          
            	 	              

                                    Third
                      Amendment
                      Agreement              
            


          
      

                  
      
    

        
        

      

      
        8