mgmtsvcagreement.htm


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      


       

      


    

    MANAGEMENT
      AND ADMINISTRATIVE SERVICES AGREEMENT

    August
      15, 2007 

    


    


    CANWEST
      MEDIAWORKS INC.

    


    AND

    


    CW
      MEDIA INC.

    


    


    
      


       

      


    

    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

                

                    TABLE
              OF
              CONTENTS      
      

                    
      
      

                    Page      

             
      

                    
      
    

        

      

    

    


    
      	
               

            	
              ARTICLE
                1

            


    

    


    
      	
                  DEFINITIONS
                AND
                PRINCIPLES OF INTERPRETATION

            	
               

            	        2
	
                  1.1

            	
              Definitions

            	
                      2

            
	
                  1.2

            	
              Certain
                Rules of Interpretation

            	
                      6

            
	
                  1.3

            	
              Entire
                Agreement

            	
                      7

            
	
                  1.4

            	
              Accounting
                Principles

            	
                      7

            
	
                  1.5

            	
              Schedules

            	
                      7

            


    

    
      	
               

            	
               

              ARTICLE
                2

            


    

    


    
      	
                  REPORTING

            	
                  

            	            7    
	
                  2.1

            	
              Reporting

            	
                          7

            
	
                  2.2

            	
              Programming
                Decisions

            	
                          8

            


    

    
      	
               

            	
              ARTICLE
                3

            


    

    


    
      	
                  SERVICES

            	
               

            	        8
	
                  3.1

            	
              Appointment

            	
                      8

            
	
                  3.2

            	
              Voting
                Trust Agreement

            	
                      8

            
	
                  3.3

            	
              Powers
                of the Manager

            	
                      8

            
	
                  3.4

            	
              Personnel
                of CanWest

            	
                      9

            
	
                  3.5

            	
              Third
                Party Service Providers

            	
                      9

            
	
                  3.6

            	
              Exclusivity

            	
                      9

            
	
                  3.7

            	
              Services
                Between CW Media and the Contributed Business

            	
                      9

            


    

    
      	
               

            	
               

              ARTICLE
                4

            


    

    


    
      	
                  FEES
                AND COSTS

            	
               

            	          10 
	
                  4.1

            	
              Fees
                and Expenses

            	
                        10

            
	
                  4.2

            	
              Sales
                Taxes

            	
                        10

            
	
                  4.3

            	
              Failure
                to Pay when Due

            	
                        10

            
	
                  4.4

            	
              Tax
                Status of Payments

            	
                        11

            
	
                  4.5

            	
              Goods
                and Services Tax and Harmonized Sales Tax Registration

            	
                        11

            


    

    
      	
               

            	
              ARTICLE
                5

            


    

    


    
      	
                  ACTIVITIES
                OF
                CANWEST

            	
               

            	 
	
                  5.1

            	
              Standard
                of Care and Delegation

            	
                        11

            
	
                  5.2

            	
              Reliance

            	
                        12    

            
	
                  5.3

            	
              No
                Liability

            	
                        12

            


    

    
      	
               

            	
              ARTICLE
                6

            


    

    


    
      	
                  ACCESS
                RIGHTS AND AUDIT RIGHTS

            	
               

            	          13 
	
                  6.1

            	
              Access
                Rights and Audit Rights

            	
                        13

            


    

    
      	
               

            	
              ARTICLE
                7

            


    

    


    
      	
                  INDEMNIFICATION

            	
               

            	              13
	
                  7.1

            	
              Indemnification

            	
                            13

            


    

    
      	
               

            	
              ARTICLE
                8

            


    

    


    
      	
                  DISPUTE
                RESOLUTION

            	
               

            	            14 
	
                  8.1

            	
              Dispute
                Resolution

            	
                          14

            
	
                  8.2

            	
              Arbitration

            	
                          14

            


    

    
      	
               

            	
              ARTICLE
                9

            


    

    


    
      	
                  TERM
                AND TERMINATION

            	
               

            	          15 
	
                  9.1

            	
              Term

            	
                        15

            
	
                  9.2

            	
              Termination
                by CanWest

            	
                        15

            
	
                  9.3

            	
              Termination
                by CW Media

            	
                        16

            
	
                  9.4

            	
              Survival
                of Certain Obligations

            	
                        16

            


    

    


    


    
      
                     

                  
      
    

      

    

    
      
        

      

    

    
            

                TABLE
          OF
          CONTENTS      
      

                (continued)      
      

                Page      

         
      

                
      
    

    

    
    

    

      
         

         

         

      

    

    
      
        	
                 

              	
                ARTICLE
                  10

              


      

      


      
        	
                    GENERAL

              	
                 

              	          16 
	
                    10.1

              	
                Force
                  Majeure

              	
                          16

              
	
                    10.2

              	
                Notices

              	
                          16

              
	
                    10.3

              	
                Non-Solicit/No-Hire

              	
                          17

              
	
                    10.4

              	
                Assignment,
                  Successor and Assigns

              	
                          18

              
	
                    10.5

              	
                Amendments
                  and Waivers

              	
                          18

              
	
                    10.6

              	
                Further
                  Assurances

              	
                          18

              
	
                    10.7

              	
                Relationship
                  of Parties

              	
                          19

              
	
                    10.8

              	
                Third
                  Party Beneficiaries

              	
                          19

              
	
                    10.9

              	
                Assignment

              	
                          19

              
	
                    10.10

              	
                Osler,
                  Hoskin & Harcourt LLP Acting for More than One Party

              	
                          19

              
	
                    10.11

              	
                Enurement

              	
                          19

              
	
                    10.12

              	
                Execution
                  and Delivery

              	
                          19

              


      




    


     

    


    


    
      
                     

                  
      
    

        
        

      

    

    
      
        

      

    

    
    

    
    

    


    


    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      MANAGEMENT
        AND ADMINISTRATIVE SERVICES AGREEMENT

       

      THIS
        AGREEMENT is made as of August 15, 2007

       

      B
        E T WE E N:

       

      CANWEST
        MEDIAWORKS INC., a corporation governed by the laws of
        Manitoba,

       

      (“CanWest”)

       

      -
        and
        -

       

      CW
        MEDIA INC., a corporation governed by the laws of Canada,

       

      (“CW
        Media”)

       

      RECITALS:

       

      
        	
                A.

              	
                CanWest
                  and GS Capital Partners AA Investment LLC are parties to a Joint
                  Venture
                  Term Sheet entered into on January 10, 2007 (the “JV Term
                  Sheet”) pursuant to which CanWest and GSCP agreed, among other
                  things, to acquire Alliance Atlantis Communications Inc.
                  (“AA”) and to reorganize the business divisions of
                  AA and
                  its subsidiaries, such that all of the assets and operations of
                  the
                  broadcasting division of AA and its subsidiaries are held by CW
                  Media.

              


      

       

      
        	
                B.

              	
                Pursuant
                  to the JV Term Sheet, CW Investments Co. (the
                  “Corporation”), CanWest and Affiliates of GSCP and
                  CanWest have entered into a shareholders agreement dated as of
                  the date of
                  this Agreement (the “Shareholders Agreement”) governing
                  their interests in and the operation of the Corporation and its
                  Subsidiaries.

              


      

       

      
        	
                C.

              	
                CW
                  Media is an indirect wholly-owned Subsidiary of the
                  Corporation.

              


      

       

      
        	
                D.

              	
                Also
                  pursuant to the JV Term Sheet, CanWest and GSCP agreed that CanWest
                  would
                  have exclusive day-to-day management of the business, affairs and
                  operations of CW Media and its Subsidiaries, in addition to and
                  in
                  combination with those of the Contributed
                  Business.

              


      

       

      
        	
                E.

              	
                In
                  connection with such management of the business, affairs and operations
                  of
                  CW Media and its Subsidiaries in combination with those of the
                  Contributed
                  Business or the Contributed Entity, CW Media and its Subsidiaries
                  may
                  provide certain services to the Contributed Business and the Contributed
                  Business or the Contributed Entity may provide certain services
                  to CW
                  Media and its Subsidiaries.

              


      

       

      
        	
                F.

              	
                As
                  contemplated by Schedule 5.1 to the Shareholders Agreement, CanWest
                  shall
                  transfer the Contributed Business to a new entity (the
                  “Contributed Entity”) prior to the combination of the
                  Contributed Business with the business of the Corporation and its
                  Subsidiaries.

              


      

       


      
        
                

             
      

                    
      
    

          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      
        	
                G.

              	
                The
                  JV Term Sheet has been superseded by the Shareholders Agreement
                  and this
                  Agreement.

              


      

       

      
        	
                H.

              	
                CW
                  Media and CanWest are entering into this Agreement to set out the
                  terms
                  upon which CanWest and its Affiliates (including the Contributed
                  Entity)
                  will provide such management and other services to CW Media and
                  its
                  Subsidiaries and to provide for certain reimbursement of expenses
                  in
                  connection with the provision of services between CW Media and
                  its
                  Subsidiaries and the Contributed Business or the Contributed
                  Entity.

              


      

       

      THEREFORE,
        the parties agree as follows:

       

      ARTICLE
        1

       

      DEFINITIONS
        AND PRINCIPLES OF INTERPRETATION

       

      
        	
                1.1

              	
                Definitions

              


      

       

      Unless
        otherwise defined in this Agreement, capitalized terms used in this Agreement,
        including the recitals to this Agreement, have the meanings assigned to them
        in
        the Shareholders Agreement.  Wherever used in this Agreement, the
        following words and terms will have the meanings set out below:

       

      “Affiliate”
        and “Affiliates” has the meaning set out in Section 1.1 of the
        Shareholders Agreement;

       

      “Agreement”
        means this Management and Administrative Services Agreement, including all
        amendments or restatements as permitted, and references to
“Article” or “Section” mean the specified
        article or section of this Agreement;

       

      “Ancillary
        Agreements” has the meaning set out in the Separation and Distribution
        Agreement dated as of the date of this Agreement among CW Media and certain
        other parties;

       

      “Appeal
        Arbitrator” has the meaning set out in Section 8.2(c);

       

      “Appeal
        Respondent” has the meaning set out in Section 8.2(c);

       

      “Appellant”
        has the meaning set out in Section 8.2(c);

       

      “Arbitration
        Act” has the meaning set out in Section 8.2(a);

       

      “Business”
        has the meaning set out in Section 1.1 of the Shareholders
        Agreement;

       

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

       

      “Claims”
        has the meaning set out in Section 7.1;

       

      “Confidential
        Arbitration Information” has the meaning set out in Section 8.2(e);

       


      
        
                

             
      

                    
      
    

          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      “Contributed
        Business” has the meaning set out in Section 1.1 of the Shareholders
        Agreement;

       

      “Contributed
        Entity” has the meaning set out in the sixth Recital;

       

      “Costs”
        means all direct and actual costs and expenses incurred in providing Services
        pursuant to this Agreement, but not including taxes in respect of which the
        Person incurring the Costs is entitled to claim a full credit, refund or
        rebate;

       

      “CRTC
        Regulations” has the meaning set out in Section 1.1 of the Shareholders
        Agreement;

       

      “Dispute”
        has the meaning set out in Section 8.1;

       

      “Expenses”
        means all reasonable, direct, out-of-pocket costs and expenses and third
        party
        fees, costs and expenses incurred in connection with carrying out Services
        pursuant to this Agreement, including travel, accommodation and courier expenses
        and the fees, costs and expenses of third parties retained by CanWest in
        accordance with Section 3.5 or Section 5.1(b), but not including
        taxes in respect of which
        the Person incurring the Expenses is entitled to claim a full credit, refund
        or
        rebate;

       

      “Expert”
        has the meaning set out in Section 5.2;

       

      “Force
        Majeure” means any cause beyond the reasonable control of a Party
        including acts of God, acts of nature, acts of Governmental Entities, including
        the enactment of Laws, fire, flood, storm, war, insurrection, riot or other
        civil unrest, strikes, lockouts or other labour or industrial disturbances
        and
        accidents, nuclear or other explosion, radioactive or biological or chemical
        contamination, disease, epidemic, quarantine restriction, electrical or power
        outages or shortages, blockade, sabotage, seizure, computer failure, equipment
        breakdowns or inability to obtain sufficient labour, raw materials, fuel,
        transportation or utilities.  A Force Majeure event or cause shall not
        include any event or cause that:

       

      
        	
                 

              	
                (i)

              	
                is
                  a reasonably foreseeable consequence of the negligence or deliberate
                  act
                  of the Party in breach;

              


      

       

      
        	
                 

              	
                (ii)

              	
                could
                  have been avoided through the exercise of reasonable diligence
                  on the part
                  of the Party in breach or any Person engaged by such Party;
                  or

              


      

       

      
        	
                 

              	
                (iii)

              	
                results
                  from a lack of financial resources;

              


      

       

      “Governmental
        Entity” means any (i) 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; (ii) any subdivision, agent, commission,
        board or authority of any of the foregoing; or (iii) any quasi-governmental
        or
        private body exercising any regulatory, expropriation or taxing authority
        under
        or for the account of any of the foregoing, including the Toronto Stock Exchange
        or any other stock exchange;

       


      
        
                

             
      

                    
      
    

          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      “GSCP”
        means GS Capital Partners VI Fund, L.P., a limited partnership governed by
        the
        laws of Delaware;

       

      “GS
        Team” means Gerry Cardinale, Sumit Rajpal and Alex Song or such
        replacements of any of them, as representatives of the Goldman Sachs Principal
        Investment Area (or any successor to that area of Goldman Sachs) who are
        responsible for GSCP’s indirect investment in CW Media, as GSCP may in good
        faith from time to time appoint by Notice to CanWest;

       

      “Indemnified
        Party” has the meaning set out in Section 7.1;

       

      “Insolvency
        Event” means in respect of a Person:

       

      
        	
                 

              	
                (i)

              	
                the
                  commencement by the Person of any proceedings under any bankruptcy,
                  arrangement, reorganization, dissolution, liquidation, insolvency,
                  winding-up or similar law of any jurisdiction for the relief from
                  or
                  otherwise primarily affecting the rights of creditors of the Person,
                  including under the Bankruptcy and Insolvency Act (Canada) (the
                  “BIA”), the Companies’ Creditors Arrangement Act
                  (Canada), the Winding-up and Restructuring Act (Canada) or
                  the United States Bankruptcy Code (each an “Insolvency
                  Proceeding”);

              


      

       

      
        	
                 

              	
                (ii)

              	
                the
                  commencement of an Insolvency Proceeding against or in respect
                  of the
                  Person which is not contested and dismissed within 120 days of
                  such
                  commencement;

              


      

       

      
        	
                 

              	
                (iii)

              	
                the
                  Person (i) making a general assignment for the benefit of its creditors,
                  including any assignment made pursuant to the BIA, (ii) acknowledging
                  its
                  insolvency in writing or (iii) being declared bankrupt or
                  insolvent;

              


      

       

      
        	
                 

              	
                (iv)

              	
                any
                  receiver, receiver-manager, interim receiver, monitor, liquidator,
                  assignee, custodian, trustee, sequestrator or other similar entity
                  being
                  lawfully appointed in respect of the Person or all or substantially
                  all of
                  the Person’s property, assets or undertaking following proper notice to
                  the Person where the Person is not contesting such appointment
                  in good
                  faith; and

              


      

       

      
        	
                 

              	
                (v)

              	
                any
                  holder of any security interest, mortgage, lien, charge, claim
                  or
                  encumbrance lawfully taking possession, management or control of
                  all or
                  substantially all of the Person’s property, assets or undertaking
                  following proper notice to the Person where the Person is not contesting
                  such action in good faith;

              


      

       

      “JV
        Term Sheet” has the meaning set out in the first Recital;

       

      “Laws”
        means all applicable laws, including common law, by-laws, rules, statutes,
        regulations and legally binding decisions, orders, ordinances, protocols,
        codes,
        guidelines, policies, notices, directions, instructions and authorizations
        and
        judgements or other legally binding requirements of any Governmental
        Entity;

       


      
        
                

             
      

                    
      
    

          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      “Management
        Services” means the management Services to be provided by CanWest and
        its Affiliates (including the Contributed Entity) as described in Article 3;

       

      “Notice”
        has the meaning set out in Section 10.2;

       

      “Notice
        of Appeal” has the meaning set out in Section 8.2(c);

       

      “Parties”
        means, collectively, CW Media and CanWest and “Party” means
        either one of them;

       

      “Person”
        has the meaning set out in Section 1.1 of the Shareholders
        Agreement;

       

      “Prime
        Rate” means a rate of interest per annum equal to the rate quoted from
        time to time by the Bank of Nova Scotia as the reference rate of interest
        it
        uses for determining interest rates on Canadian dollar commercial loans in
        Canada and designated by such Bank as its “prime rate”;

       

      “Regulated
        Assets” has the meaning set out in Section 3.2;

       

      “Reporting
        Committee” means the reporting committee appointed pursuant to Section
        4.8 of the Shareholders Agreement, which is intended as a committee through
        which CW Media will report to its ultimate shareholders;

       

      “Services”
        means corporate and other similar services (including general management
        and
        operating services; legal services; tax, treasury, finance and accounting
        services; personnel, labour relations and human resources services; information
        technology services; interactive media services; corporate development services;
        and regulatory support services) provided pursuant to this Agreement (including
        the services described in Schedule A), including services to be provided
        by
        CanWest to CW Media and its Subsidiaries and to the Contributed Business
        or the
        Contributed Entity, services to be provided by the Contributed Business or
        the
        Contributed Entity to CW Media and its Subsidiaries and services to be provided
        by CW Media and its Subsidiaries to the Contributed Business or the Contributed
        Entity;

       

      “Service
        Provider” means (i) CanWest, to the extent that it provides Services to
        any or all of CW Media and its Subsidiaries and the Contributed Business
        or the
        Contributed Entity, (ii) the Contributed Business or the Contributed Entity,
        to
        the extent that it provides Services to CW Media and its Subsidiaries and
        (iii)
        CW Media and its Subsidiaries, to the extent that they provide Services to
        the
        Contributed Business or the Contributed Entity;

       

      “Service
        Recipient” means (i) CW Media and its Subsidiaries, to the extent that
        they receive Services from any or all of CanWest or its Affiliates, the
        Contributed Business or the Contributed Entity or (ii) the Contributed Business
        or the Contributed Entity, to the extent that it receives Services from CW
        Media
        or its Subsidiaries or from CanWest or its Affiliates;

       

      “Shareholders
        Agreement” has the meaning set out in the second Recital;

       

      “Subsidiary”
        has the meaning set out in Section 1.1 of the Shareholders Agreement;
        and

       


      
        
                

             
      

                    
      
    

          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      “Voting
        Trust Agreement” means the voting trust agreement dated as of the date
        of this Agreement between CW Media and James B. Macdonald.

       

      
        	
                1.2

              	
                Certain
                  Rules of Interpretation

              


      

       

      In
        this
        Agreement:

       

      
        	
                 

              	
                (a)

              	
                Time
                  - Time is of the essence in the performance of the Parties’ respective
                  obligations.

              


      

       

      
        	
                 

              	
                (b)

              	
                Currency
                  - Unless otherwise specified, all references to money amounts are
                  to the
                  lawful currency of Canada.

              


      

       

      
        	
                 

              	
                (c)

              	
                Headings
                  - Headings of Articles and Sections are inserted for convenience
                  of
                  reference only and shall not affect the construction or interpretation
                  of
                  this Agreement.

              


      

       

      
        	
                 

              	
                (d)

              	
                Consent
                  - Whenever a provision of this Agreement requires an approval or
                  consent
                  and such approval or consent is not delivered within the applicable
                  time
                  period, then, unless otherwise specified, the Party whose consent
                  or
                  approval is required shall be conclusively deemed to have withheld
                  its
                  consent or approval.

              


      

       

      
        	
                 

              	
                (e)

              	
                Time
                  Periods - Unless otherwise specified, time periods within or
                  following which any payment is to be made or act is to be done
                  shall be
                  calculated by excluding the day on which the period commences and
                  including the day which the period ends and by extending the period
                  to the
                  next Business Day following if the last day of the period is not
                  a
                  Business Day.

              


      

       

      
        	
                 

              	
                (f)

              	
                Business
                  Day - Whenever any payment to be made or action to be taken
                  under
                  this Agreement is required to be made or taken on a day other than
                  a
                  Business Day, such payment shall be made or action taken on the
                  next
                  Business Day following.

              


      

       

      
        	
                 

              	
                (g)

              	
                Governing
                  Law - This Agreement is a contract made under and shall be
                  governed by and construed in accordance with the laws of the Province
                  of
                  Ontario and the federal laws of Canada applicable in the Province
                  of
                  Ontario.

              


      

       

      
        	
                 

              	
                (h)

              	
                Including
                  - Where the word “including” or “includes” is used in this Agreement, it
                  means “including (or includes) without
                  limitation”.

              


      

       

      
        	
                 

              	
                (i)

              	
                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.

              


      

       

      
        	
                 

              	
                (j)

              	
                Number
                  and Gender - Unless the context otherwise requires, words
                  importing the singular include the plural and vice versa and words
                  importing gender include all
                  genders.

              


      

       

      
        	
                 

              	
                (k)

              	
                Severability
                  - If, in any jurisdiction, any provision of this Agreement or its
                  application to any Party or circumstance is restricted, prohibited
                  or
                  unenforceable,

              


      

       


      
        
                

             
      

                    
      
    

          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                such
                  provision shall, as to such jurisdiction, be ineffective only to
                  the
                  extent of such restriction, prohibition or unenforceability without
                  invalidating the remaining provisions of this Agreement and without
                  affecting the validity or enforceability of such provision in any
                  other
                  jurisdiction or without affecting its application to other Parties
                  or
                  circumstances.

              


      

       

      
        	
                 

              	
                (l)

              	
                Statutory
                  References - A reference to a statute includes all regulations
                  made pursuant to such statute and, unless otherwise specified,
                  the
                  provisions of any statute or regulation that amends, supplements
                  or
                  supersedes any such statute or any such
                  regulation.

              


      

       

      
        	
                1.3

              	
                Entire
                  Agreement

              


      

       

      This
        Agreement, the Ancillary Agreements and the agreements and other documents
        required to be delivered pursuant to this Agreement constitute the entire
        agreement between the Parties and set out all the covenants, promises,
        warranties, representations, conditions and agreements between the Parties,
        in
        connection with the subject matter of this Agreement and supersede all prior
        agreements, understandings, negotiations and discussions, whether oral or
        written, pre-contractual or otherwise, including the JV Term
        Sheet.  There are no covenants, promises, warranties, representations,
        conditions or other agreements, whether oral or written, pre-contractual
        or
        otherwise, express, implied or collateral, whether statutory or otherwise,
        between the Parties in connection with the subject matter of this Agreement
        except as specifically set forth in this Agreement and the Ancillary Agreements
        and any document required to be delivered pursuant to this
        Agreement.

       

      
        	
                1.4

              	
                Accounting
                  Principles

              


      

       

      Unless
        otherwise specified, wherever in this Agreement reference is made to generally
        accepted accounting principles (“GAAP”), such reference shall
        be deemed to be to the generally accepted accounting principles as defined
        as at
        the date of this Agreement by the Accounting Standards Board of the Canadian
        Institute of Chartered Accountants in the Handbook of the Canadian Institute
        of
        Chartered Accountants.

       

      
        	
                1.5

              	
                Schedules

              


      

       

      The
        following Schedule to this Agreement is an integral part of this
        Agreement:

       

      Schedule
        A  -   Methodology for Determining Costs and
        Expenses

       

      ARTICLE
        2

       

      REPORTING

       

      
        	
                2.1

              	
                Reporting
                  

              


      

       

      CanWest
        will report to the Reporting Committee from time to time as reasonably requested
        by any member of the Reporting Committee, including in respect of the business
        of CW Media and its Subsidiaries and in respect of the Contributed Business
        or
        the Contributed Entity.

       


      
        
                

             
      

                    
      
    

          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      2.2           Programming
        Decisions

       

      Decisions
        of CanWest in respect of programming by CW Media and its Subsidiaries shall
        not
        be subject to any review or revision by the Reporting Committee.

       

      ARTICLE
        3

       

      SERVICES

       

      
        	
                3.1

              	
                Appointment

              


      

       

      CW
        Media,
        on its own behalf and on behalf of each of its Subsidiaries, hereby engages
        CanWest on its own behalf and on behalf of its Affiliates (including the
        Contributed Entity) to manage and control the day-to-day business, affairs
        and
        operations of CW Media and each of its Subsidiaries (subject in all cases
        to
        Section 4.7(b) of the Shareholders Agreement) and CanWest hereby accepts
        such
        engagement on its own behalf and on behalf of its Affiliates (including the
        Contributed Entity) upon and subject to the terms and conditions of this
        Agreement.  CanWest and its Affiliates (including the Contributed
        Entity) shall be the exclusive provider of such services to CW Media,
subject to the terms of the Voting Trust Agreement and
        any existing
        management agreements entered into by CW Media or its Subsidiaries.

       

      
        	
                3.2

              	
                Voting
                  Trust Agreement

              


      

       

      Certain
        of the assets and employees of CW Media and its Subsidiaries will be subject
        to
        the Voting Trust Agreement until such time as the approval of the Canadian
        Radio-television and Telecommunications Commission has been obtained under
        the
        CRTC Regulations in connection with the acquisition of those portions of
        the
        business of AA that are subject to the CRTC Regulations (the “Regulated
        Assets”).  For the avoidance of doubt, the engagement under
        Section 3.1 and the power and authority granted
        under Section 3.3 will not apply in respect of the
        Regulated Assets while they are subject to the Voting Trust
        Agreement.

       

      
        	
                3.3

              	
                Powers
                  of the Manager 

              


      

       

      CanWest
        shall have full power and authority to supervise, manage and administer the
        day-to-day business, affairs and operations of CW Media and each of its
        Subsidiaries in accordance with the terms and conditions of this Agreement,
        subject to the provisions of the Shareholders Agreement and the Voting Trust
        Agreement.  Without limiting the foregoing, CanWest shall, subject to
        the provisions of the Shareholders Agreement, this Agreement and the Voting
        Trust Agreement, have the full unrestricted power and sole and exclusive
        authority to do as follows for and on behalf of CW Media and each of its
        Subsidiaries:

       

      
        	
                 

              	
                (a)

              	
                administer
                  the day-to-day operations of CW Media and its Subsidiaries, including
                  the
                  maintenance of proper and complete books and records in connection
                  with
                  the management and administration of the affairs of CW Media and
                  each of
                  its Subsidiaries;

              


      

       

      
        	
                 

              	
                (b)

              	
                exercise
                  sole and exclusive control and influence over all programming decisions
                  relating to the business of CW Media and each of its Subsidiaries,
                  including the selection of programs to be distributed and the terms
                  of
                  their distribution;

              


      

       


      
        
                

             
      

                    
      
    

          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (c)

              	
                prepare
                  reports for the use of CW Media and each of its Subsidiaries and
                  its
                  direct and indirect shareholders, as and when required by the Reporting
                  Committee;

              


      

       

      
        	
                 

              	
                (d)

              	
                conduct
                  and coordinate relations on behalf of CW Media and each of its
                  Subsidiaries with other Persons, including customers, suppliers,
                  lawyers,
                  auditors, technical consultants and other
                  experts;

              


      

       

      
        	
                 

              	
                (e)

              	
                obtain
                  or assist in obtaining any regulatory approvals that may be required
                  by CW
                  Media and each of its Subsidiaries;

              


      

       

      
        	
                 

              	
                (f)

              	
                manage,
                  administer, conserve, develop, operate and dispose of any and all
                  properties or assets of CW Media and each of its
                  Subsidiaries;

              


      

       

      
        	
                 

              	
                (g)

              	
                arrange
                  for necessary financing for CW Media and its Subsidiaries, including
                  term
                  and operating lines of credit and other debt
                  financing;

              


      

       

      
        	
                 

              	
                (h)

              	
                provide
                  for and arrange payment of all debts, expenses, liabilities and
                  other
                  obligations of CW Media and each of its Subsidiaries;
                  and

              


      

       

      
        	
                 

              	
                (i)

              	
                execute
                  any and all other deeds, documents and instruments and to do all
                  acts as
                  may be necessary or desirable to carry out the intent and purpose
                  of this
                  Agreement.

              


      

       

      
        	
                3.4

              	
                Personnel
                  of CanWest

              


      

       

      CanWest
        and its Affiliates (including the Contributed Entity) will make available
        to CW
        Media and its Subsidiaries, on a full-time, part-time or seconded basis,
        such
        personnel of CanWest and its Affiliates (including the Contributed Entity)
        as
        may be necessary, in the sole determination of CanWest, to deliver the
        Management Services.  Such personnel will at all times remain
        employees of CanWest or its Affiliates, as the case may be, and under the
        direction of CanWest.

       

      
        	
                3.5

              	
                Third
                  Party Service Providers

              


      

       

      CanWest
        may, subject to Section 5.1, retain such other
        Persons, including Experts, as it in good faith considers necessary or desirable
        to provide or assist in the provision of the Services.  CW Media shall
        reimburse CanWest for the fees, costs and expenses of such third parties,
        or
        shall cause one or more of its Subsidiaries to so reimburse CanWest, in
        accordance with Section 4.1.

       

      
        	
                3.6

              	
                Exclusivity

              


      

       

      None
        of
        CW Media or its Subsidiaries shall engage any third party to provide Management
        Services, or any services similar to the Management Services, without the
        prior
        written consent of CanWest.

       

      
        	
                3.7

              	
                Services
                  Between CW Media and the Contributed
                  Business

              


      

       

      In
        the
        course of exercising its powers under this Agreement, CanWest may cause CW
        Media
        and its Subsidiaries to provide certain Services to the Contributed Business
        or
        the Contributed Entity and may cause the Contributed Business or the Contributed
        Entity to provide certain Services to CW Media and its
        Subsidiaries.

       


      
        
                

             
      

                    
      
    

          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      Article
        4

       

      FEES
        AND COSTS

       

      
        	
                4.1

              	
                Fees
                  and Expenses

              


      

       

      
        	
                 

              	
                (a)

              	
                Each
                  Service Recipient shall reimburse, or to cause one or more of its
                  Subsidiaries to reimburse, each of its Service Providers for all
                  Costs and
                  Expenses, without duplication.

              


      

       

      
        	
                 

              	
                (b)

              	
                Each
                  Service Provider shall invoice each of its Service Recipients or
                  the
                  applicable Subsidiaries monthly in arrears for any Costs and any
                  Expenses
                  incurred by such Service Provider, and, subject to Section 4.1(a),
                  each
                  such Service Recipient shall pay, or cause one or more of its Subsidiaries
                  to pay, such invoices within 15 days of its receipt of such
                  invoices.

              


      

       

      
        	
                 

              	
                (c)

              	
                At
                  CanWest’s discretion, the invoices provided under Section 4.1(b) may be prepared based upon an annual
                  good
                  faith estimate of such Costs and Expenses prepared by CanWest and
                  approved
                  by the board of directors of CW Media rather than actual Costs
                  and
                  Expenses for the applicable month, provided that no less frequently
                  than
                  annually such estimated Costs and Expenses shall be reconciled
                  against
                  actual Costs and Expenses for the applicable period and any net
                  difference
                  adjusted either by payment by the Service Recipient to the Service
                  Provider or by set off against future invoices, as
                  applicable.

              


      

       

      
        	
                 

              	
                (d)

              	
                Costs
                  and Expenses to be charged by CanWest and its Affiliates, other
                  than the
                  Contributed Business or the Contributed Entity, to CW Media and
                  its
                  Subsidiaries or to the Contributed Business or the Contributed
                  Entity
                  shall be determined in accordance with the methodologies set out
                  in
                  Schedule A.

              


      

       

      
        	
                 

              	
                (e)

              	
                For
                  the avoidance of doubt, any Costs or Expenses incurred in respect
                  of
                  Services provided by the Contributed Business or the Contributed
                  Entity
                  shall be charged by and paid to the Contributed Business or the
                  Contributed Entity, as the case may be, rather than
                  CanWest.

              


      

       

      
        	
                4.2

              	
                Sales
                  Taxes

              


      

       

      Each
        Service Recipient will pay, or cause one or more of its Subsidiaries to pay,
        all
        federal and provincial sales tax, goods and services tax, and all other like
        taxes payable in respect of the provision of the Services provided pursuant
        to
        this Agreement in addition to the applicable Costs and Expenses (except to
        the
        extent that such Costs and Expenses already reflect such taxes).

       

      
        	
                4.3

              	
                Failure
                  to Pay when Due

              


      

       

      Any
        amount payable to a Service Provider under this Agreement and which is not
        remitted to such Service Provider when so due will remain due (whether on
        demand
        or otherwise) and interest will accrue on such overdue amounts (both before
        and
        after judgment), at a rate equal to the Prime Rate per annum from the date
        payment is due until the date payment is made.

       


      
        
                

             
      

                    
      
    

          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      4.4           Tax
        Status of Payments

       

      If
        any
        payment made by a Service Recipient pursuant to this Agreement, including
        any
        amounts payable pursuant to Section 8.1, is deemed
        by the Excise Tax Act (Canada) to include goods and services tax or
        harmonized sales tax, or is deemed by any applicable provincial or territorial
        legislation to include a similar value added or multi-staged tax, the amount
        of
        such payment shall be increased accordingly.

       

      
        	
                4.5

              	
                Goods
                  and Services Tax and Harmonized Sales Tax
                  Registration

              


      

       

      
        	
                 

              	
                (a)

              	
                CanWest
                  is duly registered under Subdivision (d) of Division V of Part
                  IX of the
                  Excise Tax Act (Canada) with respect to the goods and services
                  tax and harmonized sales tax.

              


      

       

      
        	
                 

              	
                (b)

              	
                CW
                  Media and its Subsidiaries are duly registered under Subdivision
                  (d) of
                  Division V of Part IX of the Excise Tax Act (Canada) with respect
                  to the goods and services tax.

              


      

       

      ARTICLE
        5

       

      ACTIVITIES
        OF CANWEST

       

      
        	
                5.1

              	
                Standard
                  of Care and Delegation

              


      

       

      
        	
                 

              	
                (a)

              	
                In
                  exercising its powers and discharging its duties under this Agreement,
                  each Service Provider will exercise that degree of care, diligence
                  and
                  skill that a reasonably prudent supplier having responsibilities
                  of a
                  similar nature would exercise in comparable
                  circumstances.

              


      

       

      
        	
                 

              	
                (b)

              	
                A
                  Service Provider may delegate specific obligations under this Agreement
                  to
                  any of its Affiliates (including, in the case of CanWest, the Contributed
                  Entity) or retain any other Person to provide the Services, provided
                  that
                  such delegation or third party retainer will not relieve such Service
                  Provider of any of its obligations under this
                  Agreement.

              


      

       

      
        	
                 

              	
                (c)

              	
                Notwithstanding
                  Section 5.1(b), a Service Provider will not
                  in any manner, directly or indirectly, be liable or held to account
                  for
                  the activities or inactivity of any third party that has been retained
                  to
                  provide or assist in providing a Service (except as set forth in
                  Section
                  5.1(d)), provided that in retaining the third party, such Service
                  Provider
                  acted in accordance with Section 5.1(a).  Where possible, each Service
                  Provider will structure its retainer of a third party in a manner
                  that
                  will permit the Service Recipient or one or more of its Subsidiaries
                  to
                  bring an action directly against the third
                  party.

              


      

       

      
        	
                 

              	
                (d)

              	
                Each
                  Service Provider shall indemnify and save harmless each of its
                  Service
                  Recipient and such Service Recipient’s Affiliates and direct or indirect
                  equity holders (other than such Service Provider or its Affiliates)
                  and
                  any Person who is serving or shall have served as a director, officer,
                  agent, contractor or employee of such Service Recipient or its
                  Affiliates
                  from and against all losses, claims, damages, liabilities, obligations,
                  costs and expenses (including judgements,
                  fines,

              


      

       


      
        
                

             
      

                    
      
    

          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                penalties,
                  amounts paid in settlement and counsel and accountants’ fees) incurred by,
                  borne by or asserted against any of such indemnified parties in
                  any way
                  arising from or related in any manner to the gross negligence or
                  fraud of
                  any third party that has been retained to provide or assist in
                  providing
                  any Services.  The foregoing right of indemnification shall not
                  be exclusive of any other rights to which any indemnified party
                  may be
                  entitled as a matter of law or equity or which may be lawfully
                  granted to
                  such indemnified party.

              


      

       

      
        	
                5.2

              	
                Reliance

              


      

       

      In
        carrying out its duties under this Agreement, provided a Service Provider
        has
        acted in accordance with the standard of care set out in Section 5.1(a), such Service Provider and its Affiliates
        (including, in the case of CanWest, the Contributed Business and the Contributed
        Entity) and any other Persons retained by such Service Provider to provide
        Services shall be entitled to rely upon:

       

      
        	
                 

              	
                (a)

              	
                statements
                  of fact of other Persons (any of which may be Affiliates of such
                  Service
                  Provider) that are considered by such Service Provider, acting
                  reasonably,
                  to be knowledgeable of such facts;
                  and

              


      

       

      
        	
                 

              	
                (b)

              	
                statements,
                  the opinion or advice of or information from any solicitor, auditor,
                  valuer, engineer, surveyor, appraiser or other expert (each, an
                  “Expert”) selected by such Service Provider, provided
                  that:

              


      

       

      
        	
                 

              	
                (i)

              	
                such
                  Service Provider exercised reasonable care and diligence in selecting
                  such
                  Expert; and

              


      

       

      
        	
                 

              	
                (ii)

              	
                the
                  statements, opinion, advice or information relate to matters within
                  the
                  scope of the Expert’s field of
                  expertise.

              


      

       

      Each
        Service Provider may reasonably rely, and will be protected in acting, upon
        any
        instruments or other documents believed by it to be genuine and in
        force.

       

      
        	
                5.3

              	
                No
                  Liability

              


      

       

      Subject
        to Section 5.1(d), a Service Provider and its Affiliates (including, in the
        case
        of CanWest, the Contributed Business and the Contributed Entity) shall not
        be
        liable, answerable or accountable to its Service Recipient, any of such Service
        Recipient’s Subsidiaries or any direct or indirect shareholder of such Service
        Recipient or any of its Subsidiaries for any loss or damage resulting from,
        incidental to or relating to the provision of Services, including any exercise
        or refusal to exercise a discretion, any mistake or error of judgment or
        any act
        or omission believed by such Service Provider to be within the scope of
        authority conferred on it by this Agreement, unless such loss or damage resulted
        from the fraud, wilful breach or gross negligence of such Service Provider
        or
        its Affiliates (including, in the case of CanWest, the Contributed Business
        or
        the Contributed Entity) in performing its obligations under this
        Agreement.

       


      
        
                

             
      

                    
      
    

          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      Article
        6

       

      ACCESS
        RIGHTS AND AUDIT RIGHTS

       

      
        	
                6.1

              	
                Access
                  Rights and Audit Rights

              


      

       

      
        	
                 

              	
                (a)

              	
                Each
                  Service Recipient shall provide and shall cause its Subsidiaries
                  to
                  provide to its Service Provider and its Affiliates (including,
                  in the case
                  of CanWest, the Contributed Business or the Contributed Entity)
                  and their
                  employees, agents and contractors with continued and uninterrupted
                  access
                  during normal business hours to the property, assets and personnel
                  of such
                  Service Recipient and its Subsidiaries, including documents and
                  records,
                  as is necessary to permit such Service Provider, its Affiliates
                  (including, in the case of CanWest, the Contributed Business or
                  the
                  Contributed Entity) and any Persons retained by such Service Provider
                  to
                  provide or assist in the provision of Services and generally to
                  be able to
                  perform its obligations under this
                  Agreement.

              


      

       

      
        	
                 

              	
                (b)

              	
                Upon
                  request of either CW Media or GSCP, and at the expense of GSCP,
                  CanWest
                  and its Affiliates (including, in the case of CanWest, the Contributed
                  Business or the Contributed Entity) shall provide one or more members
                  of
                  the GS Team or, at the request of any member of the GS Team, an
                  independent auditing firm acting on behalf of CW Media or GSCP
                  with
                  access, during normal business hours, to the property, assets and
                  personnel of CanWest and its Affiliates (including the Contributed
                  Business or the Contributed Entity), including documents and records,
                  as
                  is necessary to substantiate the amount of Costs and Expenses that
                  is to
                  be reimbursed hereunder, provided that the members of the GS Team
                  and such
                  independent auditing firm, as applicable, agree to maintain the
                  confidentiality of information relating to CanWest and its Affiliates
                  (except to the extent required to report the results of their enquiries
                  to
                  CW Media or GSCP or in connection with any dispute resolution procedures
                  with respect to any disputes arising as a result of such
                  audit).

              


      

       

      ARTICLE
        7

       

      INDEMNIFICATION

       

      
        	
                7.1

              	
                Indemnification

              


      

       

      Each
        Service Recipient shall, and shall cause each of its Subsidiaries to, indemnify
        and save harmless each of its Service Providers and their Affiliates (including,
        in the case of CanWest, the Contributed Business and the Contributed Entity)
        and
        any Person who is serving or shall have served as a director, officer, agent,
        contractor or employee of such Service Provider or its Affiliates (including,
        in
        the case of CanWest, the Contributed Business or the Contributed Entity)
        (each
        an “Indemnified Party”) from and against all losses, claims,
        damages, liabilities, obligations, costs and expenses (including judgements,
        fines, penalties, amounts paid in settlement and counsel and accountants’ fees)
        in respect of any proceedings brought by a third party of any kind or nature
        whatsoever (collectively, “Claims”) incurred by, borne by or
        asserted against any of the Indemnified Parties in any way arising from or
        related in any manner to this Agreement or the provision of Services, except
        to
        the extent such Claims arise from the fraud or gross negligence of such
        Indemnified Party.  The foregoing right of indemnification shall not
        be

       


      
        
                

             
      

                    
      
    

          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      exclusive
        of any other rights to which any Indemnified Party may be entitled as a matter
        of law or equity or which may be lawfully granted to such Indemnified
        Party.

       

      ARTICLE
        8

       

      DISPUTE
        RESOLUTION

       

      
        	
                8.1

              	
                Dispute
                  Resolution 

              


      

       

      The
        Parties will in good faith attempt to resolve any controversy or dispute
        arising
        out of or relating to this Agreement, its negotiation, validity, existence,
        breach, termination, construction or application, or the rights, duties or
        obligations of any party to this Agreement (a “Dispute”), as
        expeditiously as possible without disrupting the provision of Services pursuant
        to this Agreement, including by escalating the discussions or negotiations
        with
        respect to any such Dispute within their respective organizations, prior
        to
        referring any such Dispute to arbitration  pursuant to Section 8.2.  Notwithstanding any unresolved
        Dispute, including any such Dispute referred to arbitration pursuant to Section
        8.2, each Service Provider shall continue to
        provide Services in accordance with this Agreement, and each Service Recipient
        shall continue to make payments in accordance with this Agreement so as to
        facilitate the continued operation of the respective businesses of the Parties
        pending the resolution of such Dispute.

       

      
        	
                8.2

              	
                Arbitration

              


      

       

      
        	
                 

              	
                (a)

              	
                Subject
                  to Section 8.1, any Dispute shall be referred
                  to and determined by arbitration before a single arbitrator to
                  be
                  administered by ADR Chambers Inc., based in the City of Toronto,
                  in
                  accordance with its Arbitration Rules and the Ontario Arbitration Act,
                  1991 (the “Arbitration
                  Act”).

              


      

       

      
        	
                 

              	
                (b)

              	
                The
                  seat of the arbitration shall be Ontario and hearings shall be
                  conducted
                  in the City of Toronto.

              


      

       

      
        	
                 

              	
                (c)

              	
                A
                  Party to the arbitration (the “Appellant”) may appeal an
                  award on a question of law or a question of mixed fact and law
                  by
                  delivering a written notice of appeal (“Notice of
                  Appeal”) to the party opposite (the “Appeal
                  Respondent”) within 10 days of receipt of the
                  award.  With the Notice of Appeal, the Appellant shall name
                  three persons whom the Appellant is prepared to nominate as appeal
                  arbitrators, each of such persons to be a former appellate judge
                  of the
                  Ontario Court of Appeal or the Supreme Court of Canada (an “Appeal
                  Arbitrator”).  Within seven days of the receipt of the
                  Notice of Appeal, the Appeal Respondent shall by written notice
                  to the
                  Appellant select one or more of the three persons named by the
                  Appellant
                  or provide the Appellant with a list of three persons who are Appeal
                  Arbitrators.  Within seven days of receipt of the Appeal
                  Respondent’s list, by written notice to the Appeal Respondent, the
                  Appellant shall select one or more of such persons and/or provide
                  a
                  further list of three Appeal Arbitrators.  The Parties shall
                  continue to exchange lists of three Appeal Arbitrators in this
                  fashion
                  until three Appeal Arbitrators are selected.  If the parties are
                  unable to agree upon three Appeal Arbitrators within 20 days of
                  the
                  receipt by the Appeal Respondent of the Notice of Appeal, each
                  party shall
                  appoint one Appeal Arbitrator, and the two Appeal Arbitrators thus
                  appointed shall appoint a third Appeal Arbitrator.  Where the
                  two Appeal Arbitrators fail to agree on the third Appeal Arbitrator
                  within
                  10

              


      

       


      
        
                

             
      

                    
      
    

          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                days
                  of their appointment, either Party may provide copies of the exchanged
                  lists to ADR Chambers Inc. which shall appoint the third Appeal
                  Arbitrator.  Where an appeal is taken, the award of the Appeal
                  Arbitrators shall be final and binding upon the Parties and there
                  shall be
                  no further right of appeal.  The award of the Appeal Arbitrators
                  shall be an arbitral award under the Arbitration
                  Act.

              


      

       

      
        	
                 

              	
                (d)

              	
                Arbitration
                  in accordance with the provisions of this Section 8.1 shall be the sole dispute resolution
                  mechanism in respect of any Dispute except it is not incompatible
                  with
                  this arbitration agreement for any Party to request, before or
                  during the
                  arbitral proceedings, from a competent court any interim, provisional
                  or
                  conservatory relief and for the court to grant such
                  relief.

              


      

       

      
        	
                 

              	
                (e)

              	
                The
                  Parties undertake as a general principle to keep confidential all
                  information concerning the existence of the arbitration, all awards
                  or
                  appeals in the arbitration, all materials in the proceedings created
                  or
                  used for the purpose of the arbitration, and all materials and
                  information
                  produced during the arbitration and not in the public domain
                  (“Confidential Arbitration Information”) save and to the
                  extent that disclosure may be required of a Party by legal duty,
                  to
                  protect or pursue a legal right or to enforce or set aside an award
                  in
                  bona fide Proceedings before a competent court. Each Party shall
                  obtain
                  and deposit with the arbitrator a signed confidentiality undertaking
                  from
                  its legal counsel, independent experts and consultants regarding
                  the
                  Confidential Arbitration
                  Information.

              


      

       

      ARTICLE
        9

       

      TERM
        AND TERMINATION

       

      
        	
                9.1

              	
                Term

              


      

       

      Unless
        CanWest receives a written notice from GSCP no later than September 30, 2010
        expressing its desire to extend the term of this Agreement (on terms to be
        negotiated by CanWest and GSCP at such time), this Agreement shall terminate
        on
        the Combination Date (as defined in the Shareholders Agreement), unless earlier
        terminated in accordance with Section 9.2 or
        Section 9.3.

       

      
        	
                9.2

              	
                Termination
                  by CanWest

              


      

       

      CanWest
        may terminate this Agreement:

       

      
        	
                 

              	
                (a)

              	
                without
                  cause, at any time when CanWest is no longer a shareholder, directly
                  or
                  indirectly, in CW Media;

              


      

       

      
        	
                 

              	
                (b)

              	
                in
                  the event of a material breach by CW Media of its obligations under
                  this
                  Agreement which is not cured within 30 days of receipt of Notice
                  of that
                  breach from CanWest; or

              


      

       

      
        	
                 

              	
                (c)

              	
                immediately,
                  without prior Notice, if an Insolvency Event occurs with respect
                  to CW
                  Media.

              


      

       


      
        
                

             
      

                    
      
    

          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                9.3

              	
                Termination
                  by CW Media

              


      

       

      CW
        Media
        may terminate this Agreement:

       

      
        	
                 

              	
                (a)

              	
                without
                  cause, at any time when CanWest is no longer a shareholder, directly
                  or
                  indirectly, in CW Media;

              


      

       

      
        	
                 

              	
                (b)

              	
                in
                  the event of a material breach by CanWest of its obligations under
                  this
                  Agreement which is not cured within 30 days of receipt of Notice
                  of that
                  breach from CW Media; or

              


      

       

      
        	
                 

              	
                (c)

              	
                immediately,
                  without prior Notice, if an Insolvency Event occurs with respect
                  to
                  CanWest.

              


      

       

      
        	
                9.4

              	
                Survival
                  of Certain Obligations

              


      

       

      The
        provisions of Article 7, Article 8 and Section
10.3
        shall survive the termination of this
        Agreement.

       

      ARTICLE
        10

       

      GENERAL

       

      
        	
                10.1

              	
                Force
                  Majeure

              


      

       

      Notwithstanding
        any other provision of this Agreement, if by reason of Force Majeure any
        Party
        is unable, wholly or in part, to perform or comply with its obligations under
        this Agreement, that Party shall be relieved of liability and will suffer
        no
        prejudice for failing to perform or comply or for delaying performance or
        compliance during the continuance and to the extent of the inability so caused
        by the Force Majeure, provided that the Party claiming Force Majeure gives
        the
        other Party prompt Notice and reasonably full particulars of that Force Majeure,
        including, where possible, advance notice of such event.  The Party
        claiming Force Majeure:

       

      
        	
                 

              	
                (a)

              	
                will
                  only be relieved from performance or compliance after receipt of
                  Notice by
                  the other Party;

              


      

       

      
        	
                 

              	
                (b)

              	
                will
                  use all commercially reasonable efforts to remedy the situation
                  and
                  remove, so far as possible and with reasonable dispatch, the cause
                  of its
                  inability to perform or comply, provided that there will be no
                  obligation
                  on it to settle labour disputes or refrain from taking steps to
                  lock out
                  employees if legally entitled to do so;
                  and

              


      

       

      
        	
                 

              	
                (c)

              	
                will
                  give prompt Notice to the other Party of the cessation of the event
                  of
                  Force Majeure.

              


      

       

      
        	
                10.2

              	
                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:

       


      
        
                

             
      

                    
      
    

          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      (a)           in
        the case of a Notice to CanWest at:

       

      CanWest
        MediaWorks Inc.

       

      3100,
        CanWest Global Place

       

      201
        Portage Avenue

       

      Winnipeg,
        MB  R3B 3L7

       

      Canada

       

      Attention:                                General
        Counsel

       

      Fax:                      (204)
        947-9841

       

      E-mail:                      rleipsic@canwest.com

       

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

       

      Osler,
        Hoskin & Harcourt LLP

       

      Box
        50,
        One First Canadian Place

       

      Toronto,
        ON  M5X 1B8

       

      Attention:                                Linda
        Robinson

       

      Fax:                      (416)
        862-6666

       

      E-mail:                      lrobinson@osler.com

       

      
        	
                 

              	
                (b)

              	
                in
                  the case of a Notice to CW Media, by Notice to CanWest at the address
                  in
                  clause (a) of this Section 10.2 and to GSCP
                  at:

              


      

       

      GS
        Capital Partners VI Fund, L.P.

       

      85
        Broad
        Street

       

      New
        York,
        NY 10004

       

      U.S.A.

       

      Attention:                                Gerry
        Cardinale

       

      Fax
        No.:                      (212)
        357-5505

       

      E-mail:                      gerry.cardinale@gs.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.

       

      
        	
                10.3

              	
                Non-Solicit/No-Hire

              


      

       

      For
        so
        long as GSCP or any of its Affiliates is a direct or indirect shareholder
        of CW
        Media or its Affiliates, CanWest agrees that neither it nor its Affiliates
        will
        solicit to hire or hire any employees of the Corporation or any of its
        Subsidiaries; provided, however, that (a) the non-solicit and no-hire
        restrictions shall not apply with respect to any Person who has resigned
        from

       


      
        
                

             
      

                    
      
    

          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      employment
        with the Corporation or its Subsidiaries (provided that none of CanWest,
        its
        Affiliates or its or their respective employees or representatives discussed
        (prior to such resignation) with such Person the prospect of future employment
        opportunities with CanWest or its Affiliates), (b) the non-solicit restriction
        shall not apply to general advertisements or other similar employment searches
        that are not specifically targeted towards a particular employee or employees
        of
        the Corporation or any of its Subsidiaries, and (c) the non-solicit and no-hire
        restrictions shall not apply to the extent any such Person is solicited or
        hired
        to work in the Contributed Business or by the Contributed Entity.

       

      
        	
                10.4

              	
                Assignment,
                  Successor and Assigns

              


      

       

      
        	
                 

              	
                (a)

              	
                No
                  Party shall transfer or assign this Agreement or any of its rights
                  or
                  obligations under this Agreement except with the written consent
                  of the
                  other Party or as provided in this Section 10.4.

              


      

       

      
        	
                 

              	
                (b)

              	
                Each
                  Party may assign this Agreement as security for any secured obligation
                  of
                  such Party.

              


      

       

      
        	
                 

              	
                (c)

              	
                Each
                  Party shall be required to transfer or assign this Agreement to
                  a
                  successor to all or substantially all of the
                  Business.

              


      

       

      
        	
                 

              	
                (d)

              	
                CanWest
                  may, at any time, upon prior written Notice to CW Media, transfer
                  or
                  assign this Agreement in whole or in part to an Affiliate (including
                  the
                  Contributed Entity), provided that such transfer or assignment
                  shall not
                  release CanWest from its obligations under this
                  Agreement.

              


      

       

      
        	
                 

              	
                (e)

              	
                CanWest
                  will not sell or permit the sale of the shares of any Affiliate
                  to whom it
                  has assigned this Agreement except as part of a sale of all or
                  substantially all of its business.

              


      

       

      
        	
                 

              	
                (f)

              	
                This
                  Agreement will enure to the benefit of and be binding upon the
                  Parties and
                  their respective successors (including any successor by reason
                  of the
                  amalgamation of any Party) and permitted
                  assigns.

              


      

       

      
        	
                10.5

              	
                Amendments
                  and Waivers

              


      

       

      No
        amendment to or supplement of this Agreement shall be valid or binding unless
        set forth in writing and duly executed by each Party and GSCP.  No
        waiver of any breach of any provision of this Agreement shall be effective
        or
        binding unless made in writing and signed by the Party purporting to give
        such
        waiver and GSCP and, unless otherwise provided in the written waiver, shall
        be
        limited to the specific breach waived.

       

      
        	
                10.6

              	
                Further
                  Assurances

              


      

       

      The
        Parties will, with reasonable diligence, do all reasonable things and provide
        all reasonable assurances as may be required to facilitate the transactions
        contemplated by this Agreement, and each Party will provide all further
        documents or instruments required by the other Party as may be reasonably
        necessary or desirable to effect the purpose of this Agreement and carry
        out its
        provisions.

       


      
        
                

             
      

                    
      
    

          
          

        

        
          18

          
            

          

        

        
          
          

        

      


      10.7           Relationship
        of Parties

       

      Nothing
        in this Agreement shall be construed to constitute a partnership, trust,
        association or fiduciary relationship between the Parties or to impose any
        trust
        or fiduciary duties, obligations or liabilities between the
        Parties.

       

      
        	
                10.8

              	
                Third
                  Party Beneficiaries

              


      

       

      For
        so
        long as GSCP or its Affiliates is a direct or indirect shareholder of CW
        Media
        or its Affiliates, GSCP shall be a third-party beneficiary of this
        Agreement.

       

      
        	
                10.9

              	
                Assignment

              


      

       

      Except
        as
        may be expressly provided in this Agreement, no Party may assign this Agreement
        or any of the benefits, rights or obligations under this Agreement or enter
        into
        any participation agreement with respect to the benefits under this Agreement
        without the prior written consent of the other Parties.

       

      
        	
                10.10

              	
                Osler,
                  Hoskin & Harcourt LLP Acting for More than One
                  Party

              


      

       

      Each
        of
        the Parties to this Agreement has been advised and acknowledges to each other
        and to Osler, Hoskin & Harcourt LLP (“Osler”) that (a)
        Osler is acting in connection with this Agreement (and all other agreements
        between the Parties being entered into as at the date of this Agreement)
        as
        counsel to and jointly representing CW Media and CanWest (each a
“Client” and, collectively, the “Clients”),
        (b) in this role, information disclosed to Osler by one Client will not be
        kept
        confidential and will be disclosed to each of the Clients and each of the
        Parties consents to Osler so acting, and (c) should a conflict arise between
        the
        Clients, Osler may not be able to continue to act for either of the
        Clients.

       

      
        	
                10.11

              	
                Enurement

              


      

       

      This
        Agreement shall enure to the benefit of and be binding upon the Parties and
        their respective successors (including any successor by reason of amalgamation
        of any Party) and permitted assigns.

       

      
        	
                10.12

              	
                Execution
                  and Delivery

              


      

       

      This
        Agreement may be executed by the Parties in counterparts and may be executed
        and
        delivered by facsimile and all such counterparts and facsimiles shall together
        constitute one and the same agreement.

       

      [The
        remainder of this page has intentionally been left blank.]

       


      
        
                

             
      

                    
      
    

          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      IN
        WITNESS OF WHICH the Parties have duly executed this
        Agreement.

       

      


       

      
        	 	 	
                CANWEST
                  MEDIAWORKS INC.

              
	
                By:

              	 "Riva
                Richard"
	 	
                Name: 
                  Riva Richard

                Title: 
                  Assistant Secretary

              
	
                By:

              	 "Richard
                Leipsic"
	 	
                Name: 
                  Richard Leipsic

                Title: 
                  Senior Vice President

              


      

      


       

      
        	 	 	
                CW
                  MEDIA INC.

              
	
                By:

              	 "Riva
                Richard"
	 	
                Name: 
                  Riva Richard

                Title: 
                  Secretary

              
	
                By:

              	 
	 	
                Name: 
                  "Richard Leipsic"

                Title: 
                  Vice President

              


      

      



      
        
                

             
      

                    
      
    

          
          

        

        
          20

          
            

          

        

        
          
          

        

      


      SCHEDULE
        A

       

       

      METHODOLOGY
        FOR DETERMINING COSTS AND EXPENSES

       

      (For
        the
        avoidance of doubt, all references to “Costs” and “Expenses” in this Schedule
        are to those terms as they are defined in Section 1.1 of this Agreement,
        and in
        case of any inconsistency between this Schedule and the remainder of this
        Agreement, the remainder of this Agreement shall govern except with respect
        to
        the last sentence of this Schedule, which shall control in case of any
        inconsistency with the remainder of this Agreement.)

       

      Service
        Description:

       

      To
        the
        extent not otherwise available from within CW Media’s or its Subsidiaries’
internal resources, CanWest shall provide or perform, or cause its Affiliates
        (including the Contributed Business and the Contributed Entity) to provide
        or
        perform, such management and advisory services as are necessary or desirable to
        ensure the efficient and effective day-to-day operation of CW Media, its
        Subsidiaries and of each of the specialty television channels (each, a
“Channel”) that are owned and/or operated by CW Media and its Subsidiaries and
        such management and advisory services shall include the following tasks and
        functions relating to:

       

      
        	
                 

              	
                (a)

              	
                general
                  management, including assistance and advice concerning management
                  decisions for CW Media, its Subsidiaries and
                  Channels;

              


      

       

      
        	
                 

              	
                (b)

              	
                assistance
                  and advice regarding capital asset management, including the acquisition
                  of broadcasting equipment, and management of owned and leased
                  premises;

              


      

       

      
        	
                 

              	
                (c)

              	
                assistance
                  and advice regarding financial reporting, including guidance related
                  to
                  accounting policies and practices, financial disclosure, financial
                  reporting, regulatory filing requirements (as may be applicable)
                  and
                  preparation of interim and annual financial statements and Management
                  Discussion and Analysis;

              


      

       

      
        	
                 

              	
                (d)

              	
                assistance
                  and advice regarding accounting matters, including accounts payable
                  and
                  receivable management, program rights accounting and management
                  and fixed
                  asset accounting;

              


      

       

      
        	
                 

              	
                (e)

              	
                assistance
                  and advice regarding treasury matters, including banking, pension
                  fund
                  management and administration (as may be applicable), cash flow
                  management
                  and forecasting, debt financing and
                  hedging;

              


      

       

      
        	
                 

              	
                (f)

              	
                assistance
                  and advice regarding tax planning and compliance matters relating
                  to
                  Canadian and foreign taxes and duties, including advice and assistance
                  in
                  preparation of tax filings and sales tax
                  administration;

              


      

       

      
        	
                 

              	
                (g)

              	
                assistance
                  and advice regarding legal, regulatory and compliance matters,
                  including
                  (as may be applicable):  (i) securities laws compliance, (ii)
                  corporate secretarial services, (iii) maintenance of corporate
                  records,
                  (iv) intellectual property compliance, maintenance of intellectual
                  property, prosecution of existing

              


      

       


      
        
                

             
      

                    
      
    

          
          

        

        
          21

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                and
                  new trade-marks, (v) professional development and evaluation of
                  the
                  personnel in the legal department of CW Media and its Subsidiaries,
                  (vi)
                  any legal service not otherwise available from within CW Media’s and its
                  Subsidiaries’ internal resources which CW Media or its Subsidiaries
                  requests in writing that CanWest provide and which CanWest agrees
                  to
                  provide, and (vii) any legal service which CanWest directs in writing
                  is
                  to be referred to CanWest for
                  service;

              


      

       

      
        	
                 

              	
                (h)

              	
                assistance
                  and advice regarding internal audit matters (as may be applicable),
                  including the documentation and testing of internal control
                  procedures;

              


      

       

      
        	
                 

              	
                (i)

              	
                assistance
                  and advice regarding the development of the image and/or brand
                  of CW
                  Media, its Subsidiaries and each
                  Channel;

              


      

       

      
        	
                 

              	
                (j)

              	
                assistance
                  and advice regarding the planning and organization of the programming
                  of
                  each Channel, incluidng the production/post-production of each
                  Channel’s
                  own programming and of all interstitials and
                  graphics;

              


      

       

      
        	
                 

              	
                (k)

              	
                assistance
                  and advice regarding broadcasting and technical services, including
                  the
                  operation of the network operations
                  centre;

              


      

       

      
        	
                 

              	
                (l)

              	
                assistance
                  and advice regarding marketing, sales planning, research and advertising
                  sales;

              


      

       

      
        	
                 

              	
                (m)

              	
                assistance
                  and advice regarding human resources and payroll services, including
                  management and related filings (eg., T4s, ROEs) and disability
                  and other
                  employee benefits administration, and labour relations
                  services;

              


      

       

      
        	
                 

              	
                (n)

              	
                assistance
                  and advice regarding information technology support services,
                  including:  (i) maintenance of internal LANs and data and voice
                  connections to the WAN, (ii) information technology consulting
                  services,
                  (iii) software and hardware procurement, customization, development
                  and
                  configuration services, (iv) service bureau, back-up, help lines,
                  and
                  nightly operations services, and (v)hosting, development and maintenance
                  of the websites;

              


      

       

      
        	
                 

              	
                (o)

              	
                assistance
                  and advice regarding on-line technology, web hosting and content
                  development;

              


      

       

      
        	
                 

              	
                (p)

              	
                assistance
                  and advice regarding on-air and other promotions, advertising and
                  public
                  relations;

              


      

       

      
        	
                 

              	
                (q)

              	
                assistance
                  and advice regarding viewer, subscriber and distributor relations,
                  including the negotiation and management of affiliate agreements
                  regarding
                  the distribution of each Channel;

              


      

       

      
        	
                 

              	
                (r)

              	
                assistance
                  and advice regarding corporate development matters, including merger
                  and
                  acquisition advisory and corporate finance matters;
                  and

              


      

       

      
        	
                 

              	
                (s)

              	
                assistance
                  and advice regarding all other day-to-day operations, as may be
                  required.

              


      

       


      
        
                

             
      

                    
      
    

          
          

        

        
          22

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                Methodology:

              


      

       

      Costs
        and
        Expenses associated with the provision of Services by a Service Provider
        or by
        any third party engaged by a Service Provider, shall be determined in accordance
        with the following methodology:

       

      
        	
                 

              	
                (a)

              	
                Except
                  as specifically provided below, Costs and Expenses shall be allocated
                  based on an analysis, to be performed annually, of the effort or
                  resources
                  expended to provide such Services in relation to the total effort
                  or
                  resources expended by the relevant resource during the relevant
                  period (an
                  “efforts analysis”).

              


      

       

      
        	
                 

              	
                (b)

              	
                Costs
                  and Expenses incurred by CanWest or its Affiliates (other than
                  the
                  Contributed Entity or the Contributed Business) in respect of the
                  following Services shall be determined using the following
                  approach:

              


      

       

      Information
        Technology Support Services:

      
        	
                (i)

              	
                System
                  Management Services

                ·Includes
                  server management services in respect of Windows, Unix and storage
                  management

              	
                Allocated
                  based upon efforts analysis, server allocations and number of
                  mailboxes

              
	
                (ii)

              	
                Telecom
                  Management Services

                ·Includes
                  PBX
                  administration

              	
                Allocated
                  based upon anticipated usage

              
	
                (iii)

              	
                Network
                  Management Services

                ·Includes
                  firewalls, internet, outlook web access, dial-up services, virtual
                  private
                  network, wide area network and wireless technologies

              	
                Allocated
                  based upon bandwidth requirements and efforts analysis

              
	
                (iv)

              	
                Architecture
                  Management Services

                ·Includes
                  application architecture, enterprise architecture, research and
                  development and technology planning

              	
                Allocated
                  based upon efforts analysis

              
	
                (v)

              	
                Co-location
                  Site

                ·Includes
                  rent
                  and networking

              	
                Allocated
                  based upon number of servers on site and network connectivity
                  requirements

              
	
                (vi)

              	
                Security

                ·Includes
                  crisis response; disaster recovery and business resumption; and
                  IT
                  investigations

              	
                Allocated
                  based upon number of mailboxes

              
	
                (vii)

              	
                Applications

              	
                Allocated
                  based upon number of transactions

              
	
                (viii)

              	
                Service
                  Desk

              	
                Allocated
                  based upon headcount

              
	
                (ix)

              	
                Project
                  Management

              	
                Allocated
                  based upon efforts analysis

              
	
                (x)

              	
                IT
                  Business Management Services

              	
                Allocated
                  based upon headcount and efforts
                  analysis

              


      

      



      
        
                

             
      

                    
      
    

          
          

        

        
          23

          
            

          

        

        
          
          

        

      


      CanWest
        Business Services:

      
        	
                (i)

              	
                Accounts
                  Payable

              	
                Allocated
                  based upon transaction volume (number of invoices
                  processed)

              
	
                (ii)

              	
                Accounts
                  Receivable

              	
                Allocated
                  based upon efforts analysis

              
	
                (iii)

              	
                Payroll

              	
                Allocated
                  based upon transaction volume (number of employees
                  paid)

              
	
                (iv)

              	
                Accounting

              	
                Allocated
                  based upon efforts analysis

              


      

      


      The
        reimbursement of Costs and Expenses is not intended to provide a Service
        Provider with any financial gain or loss.

       

      Costs
        and
        Expenses payable by CW Media and its Subsidiaries to CanWest or its Affiliates
        (other than to the Contributed Business or the Contributed Entity) in respect
        of
        Services, other than Services provided by a third party engaged by CanWest
        or
        its Affiliates, shall in the aggregate not exceed an amount of $8 million
        per
        annum.

       


      
        
                

             
      

                    
      
    

          
          

        

        
          24