shareholdersagreement.htm


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      


       

      


    

    SHAREHOLDERS
      AGREEMENT*

    August
      15, 2007 

    


    CanWest
      MediaWorks Inc.

    


    AND

    


    4414616
      Canada Inc.

    


    AND

    


    GS
      Capital Partners VI Fund, L.P.

    


    AND

    


    GSCP
      VI AA One Holding S.àr.l

    


    AND

    


    GSCP
      VI AA One Parallel Holding S.àr.l

    


    AND

    


    CW
      Investments Co.

    
      


       

      


    

    

      

    

      
      
        	
                *

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

              


      

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              ARTICLE
                1

            	 	Page
	
                  DEFINITIONS
                AND
                PRINCIPLES OF INTERPRETATION

            	
               

            	2 
	
                  1.1

            	
              Definitions

            	
              2

            
	
                  1.2

            	
              Additional
                Definitions

            	
              11

            
	
                  1.3

            	
              Certain
                Rules of Interpretation

            	
              11

            
	
                  1.4

            	
              Entire
                Agreement

            	
              13

            
	
                  1.5

            	
              Accounting
                Principles

            	
              13

            
	
                  1.6

            	
              Schedules

            	
              13

            
	
              ARTICLE
                2

            	 	 
	
                  PURPOSE,
                SCOPE
                AND COMPLIANCE

            	
               

            	14 
	
                  2.1

            	
              Not
                a Unanimous Shareholder Agreement

            	
              14

            
	
                  2.2

            	
              Compliance
                with Agreement

            	
              14

            
	
                  2.3

            	
              Compliance
                by Corporation

            	
              14

            
	
                  2.4

            	
              Compliance
                with CRTC Regulations

            	
              14

            
	
              ARTICLE
                3

            	 	 
	
                  FINANCIAL
                PARTICIPATION IN THE CORPORATION

            	
               

            	15 
	
                  3.1

            	
              Equity
                Participation

            	
              15

            
	
                  3.2

            	
              Additional
                Capital

            	
              15

            
	
                  3.3

            	
              GS
                Syndication

            	
              16

            
	
                  3.4

            	
              Covenant
                Support

            	
              17

            
	
                  3.5

            	
              Additional
                Capital Contributions

            	
              18

            
	
              ARTICLE
                4

            	 	 
	
                  MANAGEMENT
                AND
                GOVERNANCE OF THE CORPORATION

            	
               

            	18 
	
                  4.1

            	
              Board
                of Directors

            	
              18

            
	
                  4.2

            	
              Removal
                and Replacement of Nominees

            	
              20

            
	
                  4.3

            	
              Meetings
                of Board

            	
              20

            
	
                  4.4

            	
              Quorum

            	
              20

            
	
                  4.5

            	
              Telephone
                Meetings

            	
              21

            
	
                  4.6

            	
              Auditor

            	
              21

            
	
                  4.7

            	
              Board
                Approval of Matters

            	
              21

            
	
                  4.8

            	
              CW
                Media Board and Reporting Committee

            	
              23

            
	
                  4.9

            	
              Control
                of Subsidiaries

            	
              24

            
	
                  4.10

            	
              Reimbursement
                of Expenses

            	
              24

            
	
                  4.11

            	
              Indemnification

            	
              24

            
	
                  4.12

            	
              Transactions
                with Affiliates

            	
              25

            
	
                  4.13

            	
              Conflict
                of Interest

            	
              25

            
	
                  4.14

            	
              Shareholder
                Quorum

            	
              26

            
	
                  4.15

            	
              Rights
                Under ERISA

            	
              26

            
	
                  4.16

            	
              Rights
                Under Indemnity Agreement

            	
              27

            
	
              Article
                5

            	 	 
	
                  Combination
                transaction

            	
               

            	27 
	
                  5.1

            	
              Completion
                of the Asset Transfer

            	
              27

            
	
                  5.2

            	
              Combination
                Transaction

            	
              27

            
	
                  5.3

            	
              Conditions
                Precedent

            	
              28

            
	
                  5.4

            	
              Ownership
                Interests in the Corporation

            	
              29

            
	
                  5.5

            	
              Covenants
                of CanWest

            	
              29

            
	
                  5.6

            	
              Notice
                of Repayment of Senior Notes

            	
              31

            
	
              ARTICLE
                6

            	 	 
	
                  DEALING
                WITH SHARES

            	
               

            	31 
	
                  6.1

            	
              Restrictions
                on Transfer of Shares

            	
              31

            
	
                  6.2

            	
              Endorsement
                on Certificates

            	
              31

            
	
                  6.3

            	
              Issue
                of Additional Equity Securities

            	
              32

            
	
                  6.4

            	
              Pledge
                of Shares

            	
              32

            
	
                  6.5

            	
              Permitted
                Transferees

            	
              32

            
	
                  6.6

            	
              CanWest
                Call

            	
              33

            
	
                  6.7

            	
              GS
                Put

            	
              34

            
	
                  6.8

            	
              Right
                of First Offer

            	
              38

            
	
                  6.9

            	
              Registration
                Rights

            	
              41

            
	
                  6.10

            	
              Insolvency
                Event

            	
              41

            
	
                  6.11

            	
              Equity
                Adjustments and Related Guarantees

            	
              42

            
	
                  6.12

            	
              Required
                Sale of Regulated Assets

            	
              44

            
	
                  6.13

            	
              Liquidation
                of 4414641 Canada Inc.

            	
              45

            
	
              ARTICLE
                7

            	 	 
	
                  ARRANGEMENTS
                REGARDING TRANSACTIONS

            	
               

            	45 
	
                  7.1

            	
              Financial
                Calculations

            	
              45

            
	
                  7.2

            	
              Closing

            	
              47

            
	
                  7.3

            	
              Exercise
                of Liquidity Options Prior to the Combination Transaction

            	
              48

            
	
                  7.4

            	
              Section
                116 Certificate and other Withholding

            	
              49

            
	
              ARTICLE
                8

            	 	 
	
                  REPRESENTATIONS
                AND WARRANTIES

            	
               

            	51 
	
                  8.1

            	
              Representations
                and Warranties of the GS Parties

            	
              51

            
	
                  8.2

            	
              Representations
                and Warranties of the CanWest Parties

            	
              52

            
	
                  8.3

            	
              Indemnity
                Agreement

            	
              53

            
	
              ARTICLE
                9

            	 	 
	
                  GENERAL

            	
               

            	53 
	
                  9.1

            	
              Confidentiality

            	
              53

            
	
                  9.2

            	
              Non-Competition

            	
              54

            
	
                  9.3

            	
              Arbitration

            	
              54

            
	
                  9.4

            	
              Application
                of this Agreement

            	
              56

            
	
                  9.5

            	
              Amendments
                and Waivers

            	
              56

            
	
                  9.6

            	
              Assignment

            	
              56

            
	
                  9.7

            	
              Termination

            	
              56

            
	
                  9.8

            	
              No
                Partnership

            	
              57

            
	
                  9.9

            	
              Notices

            	
              57

            
	
                  9.10

            	
              Attornment
                and Process Agent

            	
              58

            
	
                  9.11

            	
              Osler
                Acting for More than One Party

            	
              58

            
	
                  9.12

            	
              Trade-mark
                Licence

            	
              59

            
	
                  9.13

            	
              Enurement

            	
              59

            
	
                  9.14

            	
              Execution
                and Delivery

            	
              59

            


    

    SCHEDULE
      1.1(A) EBITDA

     

    SCHEDULE
      1.1(B) GS RATE OF RETURN

     

    SCHEDULE
      1.1(C) MEDIA PARTIES

     

    SCHEDULE
      3.1 CORPORATE STRUCTURE

     

    SCHEDULE
      5.1 MERGER AGREEMENT

     

    SCHEDULE
      6.1 FORM OF COUNTERPART AND ACKNOWLEDGEMENT

     

    SCHEDULE
      6.9 REGISTRATION RIGHTS

     

    SCHEDULE
      7.1 FINANCIAL CALCULATIONS

     

    


     




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    SHAREHOLDERS
      AGREEMENT

     

    THIS
      AGREEMENT is made as of August 15, 2007

     

    BETWEEN:

     

    CANWEST
      MEDIAWORKS INC., a corporation governed by the laws of Manitoba
      (“CanWest”),

     

    -
      and
      -

     

    4414616
      CANADA INC., a corporation governed by the laws of Canada (“CanWest
      Holdco”),

     

    -
      and
      -

     

    GS
      CAPITAL PARTNERS VI FUND, L.P., a limited partnership governed
      by the laws of Delaware (“GSCP”),

     

    -
      and
      -

     

    GSCP
      VI AA ONE HOLDING S.àr.l, a corporation governed by the laws of
      Luxembourg (“GS Shareholder Holdco One”),

     

    -
      and
      -

     

    GSCP
      VI AA ONE PARALLEL HOLDING S.àr.l, a corporation governed by the laws
      of Luxembourg (“GS Shareholder Holdco
      Two”),

     

    -
      and
      -

     

    CW
      INVESTMENTS CO., an unlimited liability company governed by the laws of
      Nova Scotia (the “Corporation”).

     

    RECITALS:

     

    
      	
              A.

            	
              CanWest
                Holdco and the GS Holdcos together own, directly or indirectly, all
                of the
                issued and outstanding shares in the capital of the
                Corporation.

            


    

     

    
      	
              B.

            	
              CanWest
                Holdco is a wholly-owned Subsidiary of
                CanWest.

            


    

     

    
      	
              C.

            	
              Each
                of GS Shareholder Holdco One and GS Shareholder Holdco Two is Controlled
                by GSCP and its affiliated funds.

            


    

     

    
      	
              D.

            	
              CanWest,
                CanWest Holdco, GSCP, GS Shareholder Holdco One, GS Shareholder Holdco
                Two
                and the Corporation have entered into this Agreement to record their
                agreement as to the manner in which the affairs of the Corporation
                and its
                Subsidiaries shall be conducted and to grant to each other certain
                rights
                and obligations with respect to the ownership, directly and indirectly,
                of
                the shares of the Corporation.

            


    

     


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              THEREFORE,
                the parties agree as follows:

            


    

     

    ARTICLE
      1

     

    DEFINITIONS
      AND PRINCIPLES OF INTERPRETATION

     

    
      	
              1.1

            	
              Definitions

            


    

     

    Whenever
      used in this Agreement, the following terms shall have the meanings set out
      below:

     

    “Acceptable
      Participant” means a Person that is not a Media Party and that
      is:

     

    
      	
               

            	
              (i)

            	
              a
                financial investor that does not have a significant interest in any
                Media
                Party (for this purpose, a Person will be deemed to have such a
                significant interest if it owns or Controls, directly or indirectly,
                10%
                or more of the equity interests in such Media Party, and any securities
                convertible or exchangeable into equity interests will be deemed
                to be
                equity interests equivalent to the equity interests into which they
                may be
                converted or exchanged); or

            


    

     

    
      	
               

            	
              (ii)

            	
              another
                Person acceptable to CanWest, acting
                reasonably;

            


    

     

    “Acceptance
      Notice” has the meaning set out in Section 6.8(c);

     

    “Acquired
      Competing Business” has the meaning set out in Section Error! Reference source not
      found.;

     

    “Act” means
      the Companies Act (Nova Scotia);

     

    “Affiliate” means,
      when used with respect to a specified Person, a Person that directly or
      indirectly, through one or more intermediaries, Controls, is Controlled by,
      or
      is under common Control with such specified Person; provided that, with respect
      to the CanWest Parties, “Affiliate” means any such Affiliate of
      the CanWest Parties other than the Corporation and its Subsidiaries, and
      provided further that, with respect to the GS Parties,
“Affiliate” means any such Affiliate of the GS Parties other
      than the Corporation and its Subsidiaries;

     

    “Agreement” means
      this Shareholders Agreement, including all schedules and 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
      Agreement;

     

    “Appeal
      Arbitrator” has the meaning set out in Section 9.3(c);

     

    “Appeal
      Respondent” has the meaning set out in Section 9.3(c);

     

    “Appellant”
      has the meaning set out in Section 9.3(c);

     

    “Arbitration
      Act” has the meaning set out in Section 9.3(a);

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    “Arm’s
      Length” has the meaning that it has for purposes
      of the Tax Act;

     

    “Arrangement
      Agreement” means the Arrangement Agreement between AA Acquisition Corp.
      (formerly 6681859 Canada Inc.) and Alliance Atlantis Communications Inc. dated
      January 10, 2007, as amended on February 26, 2007 and July 30,
      2007;

     

    “Asset
      Transfer Agreement” means the asset transfer agreement substantially in
      the form attached as a schedule to the Merger Agreement;

     

    “Auditor”
      means the auditor of the Corporation appointed from time to time;

     

    “Board” means
      the board of directors of the Corporation;

     

    “Business” means,
      until the Combination Date the specialty television and related businesses
      carried on by the Corporation and its Subsidiaries and from and after the
      Combination Date means those businesses combined with the Contributed
      Business;

     

    “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;

     

    “CanWest
      Call” has the meaning set out in Section 6.6(a);

     

    “CanWest
      Call Price” means, subject to Section 6.7(c), the Equity Value
      divided by the total number
      of issued and outstanding Shares as of the date of exercise of the CanWest
      Call,
      First GS Put or Second GS Put, as applicable, where for purposes of calculating
      Equity Value, (a) Combined EBITDA (for purposes of calculating the TEV) shall
      be
      calculated for the 12-month period ended March 31st of the
      year in
      which the CanWest Call, First GS Put or Second GS Put, as applicable, was
      exercised, (b) Net Debt shall be calculated as of March 31st of the
      year in
      which the CanWest Call, First GS Put or Second GS Put, as applicable, was
      exercised, (c) Combined EBITDA (for purposes of calculating TEV) shall be
      calculated as the greater of actual Combined EBITDA and the applicable Floor
      Amount and (d) the TEV shall be calculated without applying the Minimum
      TEV;

     

    “CanWest
      Parties” means CanWest and CanWest Holdco and any permitted transferees
      of either of them pursuant to Section 6.5;

     

    “Cash”
      means cash and cash equivalents as determined in accordance with
      GAAP;

     

    “CBCA”
      means the Canada Business Corporations Act;

     

    “Combination
      Date” means the date on which the Combination
      Transaction is consummated;

     

    “Combination
      Transaction” has the meaning set out in Section 5.2(a);

     




    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    “Combined
      EBITDA” means, for the applicable 12-month period, (a) if the
      Combination Transaction has not occurred prior to the beginning of such 12-month
      period, (i) for the portion of such 12-month period prior to the completion
      of
      the Combination Transaction, the aggregate of the EBITDA of (x) the Corporation
      and its Subsidiaries, plus (y) the Contributed Business, plus (ii) for the
      portion of such 12-month period (if any) after the completion of the Combination
      Transaction, the EBITDA of the Corporation and its subsidiaries or (b) if the
      Combination Transaction has occurred prior to the beginning of such 12-month
      period, the EBITDA of the Corporation and its Subsidiaries;

     

    “Common
      Shares” means the Class A Common Shares and the Class B Common Shares
      in the capital of the Corporation and includes all such shares of the
      Corporation currently authorized as well as any additional common shares in
      the
      capital of the Corporation that may be created, but does not include any such
      shares for which other securities may be exercised or exchanged or into which
      other securities may be converted unless and until such rights have been
      exercised and such shares issued;

     

    “Competing
      Business” has the meaning set out in Section Error! Reference source not
      found.;

     

    “Confidential
      Arbitration Information” has the meaning set out in Section 9.3(e);

     

    “Confidential
      Information” has the meaning set out in Section 9.1(a);

     

    “Contributed
      Business” has the meaning set out in the Asset Transfer Agreement,
      provided that from and after the completion of the transactions contemplated
      by
      the Asset Transfer Agreement, “Contributed Business” shall mean
      the Contributed Entity and its Subsidiaries;

     

     “Control” means:

     

    
      	
               

            	
              (i)

            	
              in
                relation to a corporation, the beneficial ownership at the relevant
                time
                of shares of such corporation carrying more than 50% of the voting
                rights
                ordinarily exercisable at meetings of shareholders of the corporation
                where such voting rights are sufficient to elect a majority of the
                directors of the corporation;

            


    

     

    
      	
               

            	
              (ii)

            	
              in
                relation to a Person that is a partnership, limited liability company
                or
                joint venture, the beneficial ownership at the relevant time of more
                than
                50% of the ownership interests of such partnership, limited liability
                company or joint venture in circumstances where it can reasonably
                be
                expected that the Person can direct the affairs of the partnership,
                limited liability company or joint
                venture;

            


    

     

    
      	
               

            	
              (iii)

            	
              in
                relation to a trust, the beneficial ownership at the relevant time
                of more
                than 50% of the property settled under the trust;
                and

            


    

     

    
      	
               

            	
              (iv)

            	
              in
                relation to an investment fund, the management of such
                fund;

            


    

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              and
                the words “Controlled
                by”, “Controlling” and
                similar words have corresponding meanings; the Person who Controls
                a
                Controlled Person shall be deemed to Control a corporation, partnership,
                limited liability company, joint venture or trust which is Controlled by
                the Controlled Person, and so on;

            


    

     

    “CRTC”
      means the Canadian Radio-television and Telecommunications Commission, or any
      successor to it;

     

    “CRTC
      Regulations” means the Broadcasting Act (Canada), the
      regulations enacted under that Act, the Direction to the CRTC (Ineligibility
      of
      Non Canadians) (SOR/97 192, April 18, 1997 as amended by SOR/98 378, July 15,
      1998), all rulings, decisions and licence conditions of, and any other law,
      regulation or published policy of, or administered by, the CRTC;

     

    “CW
      Media” means CW Media Inc., a corporation governed by the laws of
      Canada (including any successor entity or resulting entity from the Combination
      Transaction);

     

    “CW
      Media Board” has the meaning set out in Section 4.8(a);

     

    “Director”
      means a member of the Board;

     

    “Dispute”
      has the meaning set out in Section 9.3(a);

     

    “Equity
      Value” means the TEV less Net Debt;

     

    “EBITDA”
      means EBITDA determined in accordance with Schedule 1.1(b);

     

    “Estimated
      Price” has the meaning set out in Section 7.2(e);

     

    “Financial
      Calculations” has the meaning set out in Section
7.1(a);

     

    “Financial
      Statements” means the audited consolidated balance sheets of CanWest as
      of August 31, 2006 and August 31, 2005 and the related consolidated statements
      of earnings (loss), retained earnings and cash flows for each of the three
      years
      in the period ended August 31, 2006 and all notes to those financial statements
      as reported upon by PricewaterhouseCoopers LLP, Chartered
      Accountants;

     

    “First
      Call Period” has the meaning set out in Section 6.6(a);

     

    “First
      GS Put” has the meaning set out in
      Section 6.7(a);

     

    “First
      Put Period” has the meaning set out in Section 6.7(a);

     

    “First
      Put Shares” has the meaning set out in Section 6.7(a);

     

    “Floor
      Amount” means, (i) if the CanWest Call is
      exercised in 2011, $230 million; (ii) if the CanWest Call is exercised in 2012,
      $250 million; and (iii) if the CanWest Call is exercised in 2013, $280
      million;

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    “Force
      Majeure Event” means any natural, technological, political,
      governmental, regulatory, market (including financial, banking or capital
      market) or similar event, circumstance or condition, occurring after the date
      of
      this Agreement which is beyond the reasonable control of the Corporation and
      its
      Subsidiaries and the CanWest Parties, for the avoidance of doubt excluding
      (a)
      any event, circumstance or condition to the extent caused by the negligence
      or
      wilful act of the Corporation, its Subsidiaries or any of the CanWest Parties
      and (b) the inability to obtain financing (except if a separate Force Majeure
      Event caused the financing to be unavailable);

     

    “GAAP”
      has the meaning set out in Section 1.5;

     

    “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;

     

    “GS
      Additional Investment” means $52.5 million and the amount of any
      additional capital contributions made to the Corporation by the GS Parties
      in
      accordance with Section 3.5(a);

     

    “GS
      Equity Value” means
●  [DEFINITION REDACTED*];

     

    “GS
      Holdcos” means GS Shareholder Holdco One and GS Shareholder Holdco Two
      and any permitted transferees of either of them pursuant to Section 6.5;

     

    “GS
      Initial Interest” means the number of Shares held by the GS Holdcos as
      at the date of this Agreement (as appropriately adjusted from time to time
      for
      any share dividend, split, consolidation, reorganization, redemption or similar
      event occurring after the date of this Agreement);

     

    “GS
      Initial Investment” means $428,287,353;

     

    “GS
      Parties” means GSCP, GS Shareholder Holdco One and GS Shareholder
      Holdco Two and any permitted transferees of any of them pursuant to Section
3.3 or Section 6.5;

     

    “GS
      Post-Combination Percentage Interest” has the
      meaning set out in Section 5.4(a);

     

    “GS
      Put Price” means, subject to Section 6.7(c), an amount equal to the CanWest Call
      Price,
      except that for purposes of calculating Equity Value, Combined EBITDA shall
      be
      calculated as the actual Combined EBITDA without any reference to any Floor
      Amount and, in the case of the GS Put Price for the First GS Put (but not the
      Second GS Put or the Shortfall Put), the TEV shall not be less than the Minimum
      TEV;

     

    

      

    

      
      
        	
                *

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

              


      

       

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    “GS
      Rate of Return” means the annual rate of return determined in
      accordance with the provisions of Schedule 1.1(b);

     

    “GS
      Shares” has the meaning set out in Section 6.6(a);

     

    “Guaranteed
      Parties” has the meaning set out in Section 6.11(b);

     

    “Guaranteeing
      Parties” has the meaning set out in Section 6.11(b);

     

    “Indebtedness”
      means, in respect of any Person, the amount of all debts and liabilities in
      respect of:

     

    
      	
               

            	
              (i)

            	
              money
                borrowed or raised, including any related premiums and all capitalized
                interest;

            


    

     

    
      	
               

            	
              (ii)

            	
              debentures,
                bonds, promissory notes or similar debt instruments;
                and

            


    

     

    
      	
               

            	
              (iii)

            	
              obligations
                under leases of real or personal property to the extent that such
                obligations would be capitalized on a balance sheet prepared in accordance
                with GAAP;

            


    

     

    determined,
      without duplication, on a consolidated basis in accordance with GAAP but, for
      the avoidance of doubt, not including any trade payables or accrued liabilities
      (including, by way of example, in respect of pension or post-retirement
      obligations, payables in respect of any television programs or films or
      CRTC-related obligations);

     

    “Indemnified
      Party” has the meaning set out in Section 6.11(a);

     

    “Indemnifying
      Party” has the meaning set out in Section 6.11(a);

     

    “Indemnity
      Agreement” means the Indemnity Agreement between the CanWest Parties
      and the GS Parties dated on or about the date of this Agreement;

     

    “Independent
      Auditor” means one of the “big four” national auditing firms that is
      not the Auditor and that is independent with respect to each of the Parties
      under applicable generally accepted auditing standards, selected at random,
      or
      if none of such auditing firms so qualifies, another nationally recognized
      auditing firm to which both CanWest and GSCP consent;

     

    “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”);

            


    

     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (ii)

            	
              the
                commencement of an Insolvency Proceeding against or in respect of
                the
                Person which is not contested and dismissed within 90 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;

            


    

     

    “IRR
      Adjustment” has the meaning set out in Section 6.7(c);

     

    “Later
      Call Period” has the meaning set out in Section
6.6(a);

     

    “Leverage
      Cap” means 6.5 times the Combined EBITDA for the
      applicable 12-month period;

     

    “Management
      Agreement” means the Management and Administrative Services Agreement
      between CanWest and CW Media dated on or about the date of this
      Agreement;

     

     “Media
      Party” means any Person referred to on Schedule 1.1(c) and any Affiliate of any such
      Person;

     

    “Merger
      Agreement” has the meaning set out in Section 5.2(a);

     

    “Minimum
      TEV” means $2.5 billion;

     

    “Modified
      Acceptance Notice” has the meaning set out in Section 6.8(f);

     

    “Modified
      Offer Period” has the meaning set out in Section 6.8(f);

     

    “Modified
      Terms” has the meaning set out in Section 6.8(f);

     

    “Net
      Debt” means, as of the applicable measurement date, all Indebtedness of
      the Corporation and its Subsidiaries, less Cash of the Corporation and its
      Subsidiaries;

     

    “Notice”
      has the meaning set out in Section 9.9;

     




    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    “Notice
      of Appeal” has the meaning set out in Section 9.3;

     

    “Notice
      of Modification” has the meaning set out in Section 6.8(f);

     

    “Notice
      of Sale” has the meaning set out in Section 6.8(b);

     

    “Objection
      Notice” has the meaning set out in Section 7.1(d);

     

    “Offered
      Shares” has the meaning set out in Section 6.8(b);

     

    “Offer
      Period” has the meaning set out in Section 6.8(c);

     

    “Offer
      Price” has the meaning set out in Section 6.8(b);

     

    “Parent”
      means a Person who Controls, directly or indirectly, a Shareholder; CanWest
      is
      the Parent of CanWest Holdco;

     

    “Parties” means,
      collectively, CanWest, CanWest Holdco, GSCP, GS Shareholder Holdco One, GS
      Shareholder Holdco Two, the Corporation and any other Person that becomes a
      party to this Agreement, and “Party” means any one of
      them;

     

    “Person” means
      any individual, sole proprietorship, partnership, firm, entity, unincorporated
      association, unincorporated syndicate, unincorporated organization, trust,
      body
      corporate, limited liability company, unlimited liability company, government,
      government regulatory authority, governmental department, agency, commission,
      board, tribunal, dispute settlement panel or body, bureau, court
      and,  where the context requires, any of the foregoing when acting as
      trustee, executor, administrator or other legal representative;

     

    “Pledged
      Shares” has the meaning set out in Section 6.4;

     

    “Proceeding”
      means any court, administrative, regulatory or similar proceeding (whether
      civil, quasi-criminal or criminal), arbitration or other dispute settlement
      procedure, investigation, audit, assessment, inquiry, request for information,
      warrant, charge, suit or claim, or any similar matter or
      proceeding;

     

    “Process
      Agent” has the meaning set out in Section 9.10;

     

    “Put
      Shortfall Price” has the meaning set out in Section 6.7(c);

     

    “Reporting
      Committee” has the meaning set out in Section 4.8(b);

     

    “Second
      GS Put” has the meaning set out in Section 6.7(d);

     

    “Second
      Put Period” has the meaning set out in Section 6.7(d);

     

    “Second
      Put Shares” has the meaning set out in Section 6.7(d);

     

    “Section
      116 Certificate” has the meaning set out in Section 7.4(a);

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    “Senior
      Notes” means the 8% senior subordinated notes of
      CanWest due 2012 or any refinancing or replacement or exchange of such
      notes;

     

    “Separation
      Affiliate” has the meaning set out in Section 6.11(a);

     

    “Separation
      Agreement” means the separation and distribution agreement dated as of
      the date of this Agreement among CW Media and certain other
      parties;

     

    “Separation
      Indemnity” has the meaning set out in Section 6.11(a);

     

    “Shares”
      means the Common Shares, the Voting Shares and the Class B non-voting preferred
      shares in the capital of the Corporation and includes all such shares of the
      Corporation currently authorized as well as any additional shares in the capital
      of the Corporation that may be created, but does not include any such shares
      for
      which other securities may be exercised or exchanged or into which other
      securities may be converted unless and until such rights have been exercised
      and
      such shares issued;

     

    “Shareholders” means,
      collectively, CanWest Holdco and each GS Holdco together with such other Persons
      as may become Parties to this Agreement as a shareholder of the Corporation,
      and
“Shareholder” means any one such Person;

     

    “Shortfall
      Put” has the meaning set out in Section 6.7(c);

     

    “Subsidiary”
      means with respect to any Person (i) a body corporate 50% or more of the voting
      or capital stock of which is, as of the time in question, directly or indirectly
      owned by such Person and (ii) any other Person in which such Person, directly
      or
      indirectly, owns 50% or more of the equity economic interest of such other
      Person or has the power to elect or direct the election of 50% or more of the
      members of the governing body of such other Person or otherwise has control
      over
      such entity (e.g., as the managing partner of a partnership); provided that,
      with respect to the CanWest Parties, “Subsidiary” means any
      Subsidiary of the CanWest Parties other than the Corporation and its
      Subsidiaries, and provided further that, with respect to the GS Parties,
“Subsidiary” means any such Subsidiary of the GS Parties other
      than the Corporation and its Subsidiaries;

     

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

     

    “Tax
      Shelter Agreement” means the Shelterco
      Shareholders Agreement between CanWest Global Communications Corp., GSCP and
      certain other parties dated on or about the date of this Agreement;

     

    “TEV”
      means the product of (a) Combined EBITDA, multiplied by (b) 12, provided that,
      except as otherwise provided in this Agreement, the TEV shall not be less than
      the Minimum TEV;

     

    “Third
      Party Sale Agreement” has the meaning set out in Section 6.8(f);

     

    “Third
      Party Sale Period” has the meaning set out in Section 6.8(f);

     

    “Threshold
      Amount” means:

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    (i)           $15
      million with respect to any financial year of the Corporation prior to
      completion of the Combination Transaction; and

     

    
      	
               

            	
              (ii)

            	
              $22.5
                million with respect to any financial year of the Corporation during
                which
                the Combination Transaction is completed or any subsequent financial
                year
                of the Corporation;

            


    

     

    “Transfer”
      includes any sale, exchange, assignment, gift, bequest, disposition, mortgage,
      charge, pledge, encumbrance, grant of security interest or other arrangement
      by
      which possession, legal title or beneficial ownership passes from one Person
      to
      another or to the same Person in a different capacity, whether or not voluntary
      and whether or not for value, and any agreement to effect any of the foregoing;
      and the words “Transferred”, “Transferring”
and similar words have corresponding meanings;

     

    “Transition
      Services Agreement” means the transition services agreement between CW
      Media and certain other parties dated as of the date of this Agreement that
      is
      one of the Ancillary Agreements;

     

    “Transfer
      Closing” has the meaning set out in Section 7.2(a);

     

    “Transferred
      Shares” has the meaning set out in Section 6.11(a);

     

    “Trustee”
      means James B. Macdonald or his successor as Trustee under the Voting Trust
      Agreement;

     

    “Unallocated
      Expenses” has the meaning set out in the Separation
      Agreement;

     

    “Voting
      Shares” means the Class A voting preferred shares in the capital of the
      Corporation and includes all such shares of the Corporation currently authorized
      as well as any additional such shares in the capital of the Corporation that
      may
      be created, but does not include any such shares for which other securities
      may
      be exercised or exchanged or into which other securities may be converted unless
      and until such rights have been exercised and such shares issued;
      and

     

    “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

            	
              Additional
                Definitions

            


    

     

    Unless
      there is something inconsistent in the subject matter or context, or unless
      otherwise provided in this Agreement, all other words and terms used in this
      Agreement that are defined in the CBCA shall have the meanings that they have
      for purposes of the CBCA.

     

    
      	
              1.3

            	
              Certain
                Rules of Interpretation

            


    

     

    In
      this
      Agreement:

     

    
      	
               

            	
              (a)

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

            


    

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (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)

            	
              BusinessDay
                - 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, 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

            


    

     


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              statute
                or regulation that amends, supplements or supersedes any such statute
                or
                any such regulation.

            


    

     

    
      	
              1.4

            	
              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 of 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 Joint Venture Term Sheet
      entered into by CanWest and GS Capital Partners AA Investment LLC on January
      10,
      2007.  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.

     

    
      	
              1.5

            	
              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.

     

    
      	
              1.6

            	
              Schedules

            


    

     

    The
      Schedules to this Agreement, as listed below, are an integral part of this
      Agreement:

     

    
      	
              Schedule
                1.1(a)

            	
              -       EBITDA

            
	
              Schedule
                1.1(b)

            	
              -       GS
                Rate of Return

            
	
              Schedule
                1.1(c)

            	
              -       Media
                Parties

            
	
              Schedule
                3.1

            	
              -       Corporate
                Structure

            
	
              Schedule
                5.1

            	
              -       Merger
                Agreement

            
	
              Schedule
                6.1

            	
              -       Form
                of Counterpart and Acknowledgement

            
	
              Schedule
                6.9

            	
              -       Registration
                Rights

            
	
              Schedule
                7.1

            	
              -       Financial
                Calculations

            


    



    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    Article
      2

    PURPOSE,
      SCOPE and compliance

     

    
      	
              2.1

            	
              Not
                a Unanimous Shareholder
                Agreement

            


    

     

    This
      Agreement is not intended to be a unanimous shareholder agreement within the
      meaning of the CBCA and similar corporate legislation in respect of either
      the
      Corporation or any Subsidiary of the Corporation.  Any provision of
      this Agreement that purports to restrict the powers of directors to manage
      or
      supervise the management of the business and affairs of the Corporation or
      any
      of its Subsidiaries is intended instead, and shall be construed, as an agreement
      to vote and act as shareholders and to use all reasonable efforts to cause
      to
      occur the intent of such provision, subject to applicable laws.

     

    
      	
              2.2

            	
              Compliance
                with Agreement

            


    

     

    
      	
               

            	
              (a)

            	
              Each
                Shareholder agrees to vote and act as a shareholder of the Corporation
                to
                fulfil the provisions of this Agreement and in all other respects
                to
                comply with, and use all reasonable efforts to cause the Corporation
                to
                comply with, this Agreement and give effect to the intent of this
                Agreement, and to the extent, if any, that may be permitted by law,
                each
                shall cause its respective nominees as Directors of the Corporation
                to act
                in accordance with this Agreement.

            


    

     

    
      	
               

            	
              (b)

            	
              CanWest
                agrees to cause CanWest Holdco (or any other Affiliate of CanWest
                that
                holds Shares) to comply with this Agreement and hereby guarantees
                and
                warrants to each of the other Parties the due performance by CanWest
                Holdco of all of its obligations pursuant to this
                Agreement.  The foregoing guarantee and warranty of CanWest is
                absolute, unconditional, present and continuing and is in no way
                conditional or contingent upon any event, circumstance, action or
                omission
                which might in any way discharge a guarantor or
                surety.

            


    

     

    
      	
               

            	
              (c)

            	
              GSCP
                agrees to cause each of the GS Holdcos to comply with this Agreement
                and
                hereby guarantees and warrants to each of the other Parties the due
                performance by each GS Holdco of all of its obligations pursuant
                to this
                Agreement.  The foregoing guarantee and warranty of GSCP is
                absolute, unconditional, present and continuing and is in no way
                conditional or contingent upon any event, circumstance, action or
                omission
                which might in any way discharge a guarantor or
                surety.

            


    

     

    
      	
              2.3

            	
              Compliance
                by Corporation

            


    

     

    The
      Corporation undertakes to carry out and be bound by the provisions of this
      Agreement to the full extent that it has the capacity and power at law to do
      so,
      and to vote and act as a shareholder and use all reasonable efforts to cause
      each of its Subsidiaries to comply with this Agreement and give effect to the
      intent of this Agreement.

     

    
      	
              2.4

            	
              Compliance
                with CRTC Regulations

            


    

     

    The
      Parties acknowledge and agree that any action contemplated under this Agreement
      that requires any notification to or approval of the CRTC pursuant to the CRTC
      Regulations is

     


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    subject
      to such notification or approval having been made or obtained.  The
      Parties shall cooperate in good faith in a timely manner in connection with
      any
      such required notification or approval and shall use commercially reasonable
      efforts to do all things reasonably necessary to make such notification or
      obtain such approval, provided that a Party shall not be required to take any
      action or do any thing to the extent that the terms of such notification or
      approval are not reasonably acceptable to such Party.  The Parties
      intend that the Corporation and its Subsidiaries will comply at all times with
      all applicable CRTC Regulations.

     

    ARTICLE
      3

     

    FINANCIAL
      PARTICIPATION IN THE CORPORATION

     

    
      	
              3.1

            	
              Equity
                Participation

            


    

     

    
      	
               

            	
              (a)

            	
              The
                GS Parties jointly and severally represent and warrant to each of
                the
                CanWest Parties that:

            


    

     

    
      	
               

            	
              (i)

            	
              as
                of the date hereof, the GS Holdcos are the sole legal and beneficial
                owners of the following Shares: 

            


    

     

    
      	 	
              Class
                A Preferred Shares

            	
              Class
                B Common Shares

            	 
	
              GS
                Shareholder Holdco One

            	
              222

            	
              563,964

            	 
	
              GS
                Shareholder Holdco Two

            	
              111

            	
              83,050

            	
              ;
                and

            


    

    


    
      	
               

            	
              (ii)

            	
              each
                GS Holdco is Controlled by GSCP and its affiliated
                funds.

            


    

     

    
      	
               

            	
              (b)

            	
              The
                CanWest Parties jointly and severally represent and warrant to each
                of the
                GS Parties that:

            


    

     

    
      	
               

            	
              (i)

            	
              as
                of the date hereof, CanWest Holdco is the sole legal and beneficial
                owner
                of 666 Class A Preferred Shares and 352,986 Class A Common Shares,
                acquired by it in consideration for an aggregate subscription price
                of
                $262.3 million; and

            


    

     

    
      	
               

            	
              (ii)

            	
              CanWest
                Holdco is Controlled by CanWest.

            


    

     

    
      	
               

            	
              (c)

            	
              The
                Parties acknowledge and agree that the corporate structure of the
                Corporation and its Subsidiaries as at the date of this Agreement
                is as
                set out in Schedule 3.1.

            


    

     

    
      	
              3.2

            	
              Additional
                Capital

            


    

     

    Subject
      to Section 3.5, except as otherwise unanimously
      agreed, none of the Parties shall be obligated to acquire additional Shares,
      make capital contributions to or make loans to or guarantee the indebtedness
      of
      the Corporation or any of its Subsidiaries.  Subject to Section 3.5, it is the intention of the Parties that further
      funds required by the Corporation from time to time will be obtained, to the
      extent possible, by borrowings without guarantee by the
      Shareholders.

     


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    3.3           GS
      Syndication

     

    
      	
               

            	
              (a)

            	
              GSCP
                may elect to Transfer (or cause its Affiliates to Transfer) any of
                the
                securities they hold in any GS Holdco to one or more investment funds
                or
                partnerships Controlled by GSCP or its
                Affiliates.

            


    

     

    
      	
               

            	
              (b)

            	
              Subject
                to Section 3.3(d), GSCP may elect to Transfer
                (or cause its Affiliates to Transfer) any securities that they hold
                in the
                GS Holdcos to one or more Acceptable Participants during the 15-month
                period after the date of this Agreement, provided
                that:

            


    

     

    
      	
               

            	
              (i)

            	
              GSCP
                has given prior Notice to CanWest no less than 10 Business Days prior
                to
                the date of such Transfer, specifying the date of the proposed Transfer
                and the identity of the proposed
                transferee;

            


    

     

    
      	
               

            	
              (ii)

            	
              GSCP
                or an Affiliate of GSCP continues to Control each GS
                Holdco;

            


    

     

    
      	
               

            	
              (iii)

            	
              each
                such Acceptable Participant agrees not to Transfer its interests
                in any GS
                Holdco to any Person that is not an Acceptable Participant;
                and

            


    

     

    
      	
               

            	
              (iv)

            	
              GSCP
                uses commercially reasonable efforts to ensure that each such Acceptable
                Participant complies with procedures designed to achieve the same
                result
                as those set out in this Section 3.3(b).

            


    

     

    
      	
               

            	
              (c)

            	
              Subject
                to Section 3.3(d), each GS Holdco may elect
                to Transfer certain of its Shares to one or more Acceptable Participants
                during the 15-month period after the date of this Agreement, provided
                that:

            


    

     

    
      	
               

            	
              (i)

            	
              GSCP
                has given prior Notice to CanWest no less than 10 Business Days prior
                to
                the date of such Transfer, specifying the date of the proposed Transfer
                and the identity of the proposed
                transferee;

            


    

     

    
      	
               

            	
              (ii)

            	
              such
                Acceptable Participants hold the Shares indirectly through an investment
                vehicle that is Controlled by GSCP or an Affiliate of
                GSCP;

            


    

     

    
      	
               

            	
              (iii)

            	
              each
                such investment vehicle agrees in writing to become a Party to and
                be
                bound by the terms of this Agreement, including all of the rights
                and
                obligations under the Agreement applicable to the GS Holdcos, by
                executing
                a form of counterpart and acknowledgement that is acceptable to the
                Corporation and substantially in the form attached as Schedule 6.1;

            


    

     

    
      	
               

            	
              (iv)

            	
              GSCP
                uses commercially reasonable efforts to ensure that each such Acceptable
                Participant complies with procedures designed to achieve the same
                result
                as those set out in Section 3.3(b).

            


    

     

    
      	
               

            	
              (d)

            	
              The
                GS Parties shall not effect any Transfer pursuant to Sections 3.3(b) or 3.3(c) to
                the extent that it would cause the aggregate interests, direct or
                indirect, in the equity of the Corporation acquired by Acceptable
                Participants pursuant to

            


    

     


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              Sections
                3.3(b) and 3.3(c), to
                exceed ●% [PERCENTAGE
                REDACTED*]
                of the GS Initial
                Interest.

            


    

     

    
      	
               

            	
              (e)

            	
              GSCP
                will use commercially reasonable efforts to ensure that each Acceptable
                Participant complies with procedures designed to ensure persons who
                individually or in aggregate held 10% or more of any class of shares
                of
                Alliance Atlantis Communications Inc., Southhill Strategy Inc. or
                Sumac
                Corporation Limited in the period from December 15, 2006 to the date
                of
                this Agreement do not acquire “substituted property” for property of
                Alliance Atlantis Communications Inc. for purposes of paragraph 88(1)(c)
                of the Tax Act.

            


    

     

    
      	
               

            	
              (f)

            	
              The
                GS Holdcos and the permitted transferees thereof shall collectively
                exercise the rights of the GS Parties under this Agreement and no
                such
                Transfer shall have the effect of enlarging any rights of any of
                the GS
                Parties under this Agreement or conferring any additional rights
                under
                this Agreement to any such permitted transferees.  For all
                purposes of this Agreement, any such permitted transferees holding
                Shares
                shall, together with the GS Holdcos, be treated as a single Shareholder
                and GS Shareholder Holdco One shall exercise all rights of such single
                Shareholder pursuant to this Agreement (by way of example, GS Shareholder
                Holdco One shall be the sole representative of the GS Parties at
                any
                meeting of shareholders of the Corporation).  The Corporation
                and the CanWest Parties may rely upon any action taken or decision
                made by
                GS Shareholder Holdco One or GSCP as contemplated by this Agreement
                without regard to the views of any such permitted transferee with
                respect
                to such action or decision.

            


    

     

    
      	
              3.4

            	
              Covenant
                Support

            


    

     

    The
      Contributed Business (or, at CanWest’s option, CanWest or one or more of its
      Subsidiaries) shall make an equity contribution to the Corporation (which will
      be treated by the Corporation as contributed surplus and will not alter the
      respective direct or indirect equity interests in the Corporation of the GS
      Holdcos or CanWest Holdco), which will in turn make an equity contribution
      directly to CW Media Holdings Inc. and indirectly to CW Media (which will be
      recognized under CW Media Holdings Inc.’s covenants to its lenders in its Credit
      Agreement dated the date of  this Agreement by and among CW Media
      Holdings Inc., the Corporation, the lenders from time to time party to such
      agreement, Credit Suisse, Cayman Islands Branch as Term Loan Administrative
      Agent, Credit Suisse, Toronto Branch as Revolving Credit Administrative Agent,
      Credit Suisse, Toronto Branch as Collateral Agent, Goldman Sachs Credit Partners
      L.P., as sole lead arranger and sole book runner, and the other agents party
      to
      such agreement (the “Credit Agreement”) as additional “EBITDA”,
      as defined under such covenants in the Credit Agreement, for the year) in 2008
      and subsequent years to the extent that CW Media Holdings Inc. requires such
      contribution to match the “EBITDA” levels required under such covenants in the
      Credit Agreement, up to a maximum contribution of $12.5 million in 2008, $25
      million in 2009 and $25 million for each year thereafter; provided, however,
      that such obligation shall cease with respect to the years following the
      Combination Date to the extent that the

     

    

      

    

      
      
        	
                *

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

              


      

       

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    Contributed
      Business (or the assets thereof) is transferred to CW Media or a Subsidiary
      of
      CW Media in the Combination Transaction.

     

    
      	
              3.5

            	
              Additional
                Capital Contributions

            


    

     

    
      	
               

            	
              (a)

            	
              GSCP
                shall or shall cause the GS Holdcos to make one or more capital
                contributions to the Corporation in an aggregate amount equal to
                62.5% of
                the excess of (i) the aggregate amount of all Unallocated Expenses
                over
                (ii) $● million [DOLLAR AMOUNT REDACTED*],
                as and when required
                by the Corporation to fund payment of such excess Unallocated
                Expenses.

            


    

     

    
      	
               

            	
              (b)

            	
              CanWest
                shall or shall cause CanWest Holdco to make one or more capital
                contributions to the Corporation in an aggregate amount equal to
                37.5% of
                the excess of (i) the aggregate amount of all Unallocated Expenses
                over
                (ii) $● million [DOLLAR AMOUNT
                REDACTED*],
                as and when required
                by the Corporation to fund payment of such Unallocated
                Expenses.

            


    

     

    
      	
              3.6

            	
              Excess
                Funding

            


    

     

    For
      the
      avoidance of doubt, to the extent that the GS Parties have, through inadvertence
      or otherwise, provided equity funding to the Corporation on or about the date
      of
      this agreement in excess of $480,787,353 (being the sum of the GS Initial
      Investment and that portion of the GS Additional Investment to be funded as
      at
      the date of this Agreement), such excess shall be returned to the GS Parties
      in
      Canadian funds as soon as reasonably practicable and such excess shall not
      constitute either GS Initial Investment or GS Additional Investment (●
[PARENTHESES REDACTED*]).

     

    ARTICLE
      4

     

    MANAGEMENT
      AND GOVERNANCE OF THE CORPORATION

     

    
      	
              4.1

            	
              Board
                of Directors

            


    

     

    
      	
               

            	
              (a)

            	
              The
                Board shall consist of five Directors.  Each of the Directors
                shall be qualified to serve as a director in accordance with the
                Act and
                applicable CRTC Regulations.

            


    

     

    
      	
               

            	
              (b)

            	
              CanWest
                shall be entitled to nominate,

            


    

     

    

      

    

      
      
        	
                *

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

              


      

       

    

      
      
        	
                *

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

              


      

       

    

      
      
        	
                *

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

              


      

       

    




    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (i)

            	
              for
                so long as GSCP and its Affiliates, including the GS Holdcos, continue
                to
                hold Shares that represent at least 50% of the GS Initial Interest,
                three
                individuals to the Board, or

            


    

     

    
      	
               

            	
              (ii)

            	
              for
                so long as GSCP and its Affiliates, including the GS Holdcos, continue
                to
                hold Shares that represent less than 50% of the GS Initial Interest,
                four
                individuals to the Board,

            


    

     

    each
      of
      whom shall be a Canadian citizens ordinarily resident in Canada, and CanWest
      shall be entitled to remove and replace its nominees from time to time as
      provided in Section 4.2.

     

    
      	
               

            	
              (c)

            	
              GSCP
                shall be entitled to nominate,

            


    

     

    
      	
               

            	
              (i)

            	
              for
                so long as GSCP and its Affiliates, including the GS Holdcos, continue
                to
                hold Shares that represent at least 50% of the GS Initial Interest,
                two
                individuals to the Board (one of whom shall be a Canadian citizen
                ordinarily resident in Canada), or

            


    

     

    
      	
               

            	
              (ii)

            	
              for
                so long as GSCP and its Affiliates, including the GS Holdcos, continue
                to
                hold Shares that represent less than 50% of the GS Initial Interest,
                one
                individual to the Board (it being understood and agreed that (x)
                such
                individual may be a non-Canadian and (y) in case such individual
                is a
                non-Canadian, the CanWest Parties and the Corporation shall ensure
                that
                there are four other Directors on the Board, each of whom shall be
                Canadian),

            


    

     

    each
      of
      whom shall be an officer or employee of GSCP or of an Affiliate of GSCP, or
      such
      other individual acceptable to CanWest, acting reasonably.  GSCP shall
      be entitled to remove and replace its nominees from time to time as provided
      in
      Section 4.2.

     

    
      	
               

            	
              (d)

            	
              Each
                Shareholder shall vote its Shares to elect the Directors nominated
                in
                accordance with this Agreement.

            


    

     

    At
      least
      15 days before any meeting of Shareholders at which Directors are to be elected
      or, in the case of a vacancy on the Board, at least 15 days before the effective
      date of any appointment of a Director to fill such vacancy, any Party entitled
      to nominate and elect a nominee to the Board shall give notice to the other
      Parties stating the name of the nominee or nominees proposed by such
      Party.  In the case of the nominee or nominees of GSCP, unless the
      nominee is already a Director or an officer or employee of GSCP or of an
      Affiliate of GSCP, CanWest shall be entitled, acting reasonably, before the
      expiry of a period of seven days after receiving such notice, to give notice
      to
      GSCP that it does not accept any one or more of the specified nominees, in
      which
      case GSCP shall give a further notice to CanWest stating the name of its
      proposed alternative nominee or nominees, who again shall be subject to CanWest
      approval, and so on.  Any individual who has been proposed to be
      nominated by GSCP and whose

     


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    nomination
      has been rejected by CanWest as provided in this Section shall not again be
      nominated during the term of this Agreement.

     

    
      	
               

            	
              (e)

            	
              The
                initial members of the Board shall be as
                follows:

            


    

     

    
      	
              CanWest
                Nominees

            	
              GSCP
                Nominees

            
	
              Leonard
                Asper

            	
              Gerry
                Cardinale

            
	
              Thomas
                Strike

            	
              Tim
                Hodgson

            
	
              Peter
                Viner

            	 


    

    


    
      	
              4.2

            	
              Removal
                and Replacement of
                Nominees

            


    

     

    Any
      Shareholder entitled to nominate a Director pursuant to Section 4.1(b) or 4.1(c) shall be
      entitled to remove any such Director by notice to such Director, the other
      Shareholders and the Corporation.  Any vacancy occurring on the Board
      by reason of the death, disqualification, inability to act, resignation or
      removal of any Director shall, subject to Section 4.1, be filled only by a further nominee of the
      Shareholder whose nominee was so affected so as to maintain a Board consisting
      of the numbers of nominees specified in Sections 4.1(b) and 4.1(c).  The Parties shall
      use all
      reasonable efforts to provide for the prompt replacement of Directors pursuant
      to this Section 4.2.

     

    
      	
              4.3

            	
              Meetings
                of Board

            


    

     

    The
      Board
      shall meet at least once in every financial quarter of the Corporation during
      the term of this Agreement, and if a meeting of the Board is not held during
      any
      financial quarter of the Corporation, any Director may call a meeting of the
      Board on five Business Days’ prior notice to the other
      Directors.  Each meeting of the Board (including the regular quarterly
      meetings) shall require five Business Days’ prior notice thereof to each
      Director.  Any notice of a meeting at which any matters described in
      Section 4.7(b) are to be passed upon shall include
      a prominent reference that Section 4.7(b) matters
      will be considered at such meeting.  At each meeting of the Board,
      unless waived unanimously by the Board, the officers of the Corporation shall
      report fully to the Board with respect to the current status of the operations
      of the Corporation and its Subsidiaries and with respect to all major
      developments or planned action involving the Corporation and its Subsidiaries
      and shall present to the Board current financial information with respect to
      the
      Corporation and its Subsidiaries and such other information as the Board may
      reasonably request.

     

    
      	
              4.4

            	
              Quorum

            


    

     

    A
      quorum
      for meetings of the Board shall consist of a majority of the members of the
      Board.  If a quorum is not obtained at any meeting, the meeting shall
      be adjourned and may be reconvened upon five days’ notice to the Directors (or
      upon five Business Days’ notice if any matters described in Section 4.7(b) are to be passed upon at such meeting), at
      which reconvened meeting the quorum shall be a majority of the
      Directors.

     


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    4.5           Telephone
      Meetings

     

    Any
      or
      all Directors may participate in a meeting of the Board by means of such
      telephone, electronic or other communication facilities as permit all Persons
      participating in the meeting to hear and communicate with each other
      simultaneously and a Director participating in such a meeting by such means
      is
      deemed to be present at the meeting.

     

    
      	
              4.6

            	
              Auditor

            


    

     

    PricewaterhouseCoopers
      LLP shall be appointed as the initial Auditor.

     

    
      	
              4.7

            	
              Board
                Approval of Matters

            


    

     

    
      	
               

            	
              (a)

            	
              The
                Board shall have full power and responsibility to manage or supervise
                the
                management of the Corporation, subject to the Management
                Agreement.  Subject to Section 4.7(b), decisions of the Board shall be made
                by
                a simple majority of the Directors participating in the meeting at
                which
                the decision is to be made or by written resolution signed by the
                Directors.

            


    

     

    
      	
               

            	
              (b)

            	
              Notwithstanding
                any other provision of this Agreement, the Management Agreement or
                the
                Act, no obligation of the Corporation or of its Subsidiaries will
                be
                entered into, no decision will be made and no action taken by or
                with
                respect to the Corporation or any of its Subsidiaries (or any of
                their
                respective properties or assets) with respect to the following matters
                without the approval of each of the Directors (except to the extent
                that
                such matter or transaction was or is expressly contemplated by this
                Agreement or the Ancillary Agreements, including the Combination
                Transaction (effected in accordance with this Agreement and the Merger
                Agreement) and the consummation of the CanWest Call, the First GS
                Put or
                the Second GS Put in accordance with this
                Agreement):

            


    

     

    
      	
               

            	
              (i)

            	
              any
                change in the articles or by-laws (or similar organizational documents)
                of
                the Corporation or of any of its
                Subsidiaries;

            


    

     

    
      	
               

            	
              (ii)

            	
              any
                change in the authorized or issued capital of the Corporation or
                of any of
                its Subsidiaries;

            


    

     

    
      	
               

            	
              (iii)

            	
              any
                allotment, issuance, redemption or repurchase of any equity securities
                of
                the Corporation or of any of its
                Subsidiaries;

            


    

     

    
      	
               

            	
              (iv)

            	
              any
                action that may lead to or result in a material change in the nature
                of
                the business of the Corporation or any
                Subsidiary;

            


    

     

    
      	
               

            	
              (v)

            	
              the
                incurrence of any Indebtedness in excess of the Threshold Amount
                in any
                financial year of the Corporation, other than short term borrowings
                in the
                ordinary course of business and Indebtedness incurred to finance
                the
                acquisition of the GS Shares in accordance with Section 6.6 or 6.7 (to
                the
                extent permitted or required
                thereby);

            


    

     


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (vi)

            	
              the
                incurrence of any material liability other than Indebtedness (subject
                to
                clause 4.7(b)(v)), other than in the ordinary
                course of business or as contemplated by clause 4.7(b)(v);

            


    

     

    
      	
               

            	
              (vii)

            	
              the
                commencement of Insolvency Proceedings with respect to the Corporation
                or
                any of its Subsidiaries;

            


    

     

    
      	
               

            	
              (viii)

            	
              any
                liquidation, merger or amalgamation of the Corporation or any of
                its
                Subsidiaries (other than with a wholly owned Affiliate), or the sale
                of
                all or substantially all of the assets of the Corporation and its
                Subsidiaries;

            


    

     

    
      	
               

            	
              (ix)

            	
              the
                acquisition of or investment in any business or assets where the
                aggregate
                of the acquisition price and the amount of any Indebtedness assumed
                as
                part of the transaction, or the amount of such investment where the
                transaction is not an acquisition, exceeds the Threshold Amount,
                other
                than acquisitions of assets in the ordinary course of
                business;

            


    

     

    
      	
               

            	
              (x)

            	
              the
                sale or disposition of (A) any business or assets of the Corporation
                with
                a value in excess of the Threshold Amount, other than assets sold
                or
                disposed of in the ordinary course of business, (B) any television
                channel
                with a value in excess of $10 million or (C) Alliance Atlantis Media
                Sales
                Inc. (or any other entity that engages in media sales) or the assets
                or
                business thereof;

            


    

     

    
      	
               

            	
              (xi)

            	
              any
                material change in tax policy or tax
                elections except the entering into of an agreement
                under section 191.3 of the Tax Act under which the Corporation is
                the
                “transferor corporation”, as defined in that section provided that the
                Corporation does not as a result of such agreement become liable
                for tax
                under Part I of the Tax Act;

            


    

     

    
      	
               

            	
              (xii)

            	
              any
                change in the Auditors, other than to one of the “big four” national
                auditing firms;

            


    

     

    
      	
               

            	
              (xiii)

            	
              any
                other fundamental change that would require shareholder approval
                pursuant
                to Part XV of the CBCA;

            


    

     

    
      	
               

            	
              (xiv)

            	
              any
                Transfer of shares of the Corporation or CW Media, as the case may
                be,
                other than a Transfer specifically permitted by this
                Agreement;

            


    

     

    
      	
               

            	
              (xv)

            	
              the
                taking of any steps to wind up or terminate the corporate existence
                of the
                Corporation or of any of its
                Subsidiaries;

            


    

     

    
      	
               

            	
              (xvi)

            	
              any
                amendment or modification to the Management Agreement or any waiver
                of any
                rights under the Management Agreement by the Corporation or CW
                Media;

            


    

     

    
      	
               

            	
              (xvii)

            	
              any
                acquisition of an Acquired Competing Business pursuant to Schedule
9.2; and

            


    

     


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (xviii)

            	
              any
                commitment or agreement to do any of the
                foregoing.

            


    

     

    
      	
              4.8

            	
              CW
                Media Board and Reporting
                Committee

            


    

     

    
      	
               

            	
              (a)

            	
              The
                Corporation shall cause the board of directors of CW Media (the
                “CW Media Board”) from time to time to be composed of the
                same nominees as comprise the Board, and the Corporation shall vote
                and
                act as a shareholder and use all reasonable efforts to cause CW Media
                and
                the CW Media Board to be governed and managed in a manner that is
                consistent with the provisions of this Article
                4.

            


    

     

    
      	
               

            	
              (b)

            	
              The
                Corporation shall cause the CW Media Board to appoint and maintain
                a
                reporting committee (the “Reporting Committee”) in
                accordance with Sections 4.8(c) and 4.8(d).

            


    

     

    
      	
               

            	
              (c)

            	
              CanWest
                shall be entitled to nominate,

            


    

     

    
      	
               

            	
              (i)

            	
              for
                so long as GSCP and its Affiliates, including GS Holdco, continue
                to hold
                Shares that represent at least 50% of the GS Initial Interest, at
                least
                five members, or

            


    

     

    
      	
               

            	
              (ii)

            	
              for
                so long as GSCP and its Affiliates, including GS Holdco, continue
                to hold
                Shares that represent less than 50% of the GS Initial Interest, at
                least
                six members,

            


    

     

    of
      the
      Reporting Committee, and shall be entitled to remove and replace its nominees
      from time to time.

     

    
      	
               

            	
              (d)

            	
              GSCP shall
                be entitled to nominate,

            


    

     

    
      	
               

            	
              (i)

            	
              for
                so long as GSCP and its Affiliates, including GS Holdco, continue
                to hold
                Shares that represent at least 50% of the GS Initial Interest, no
                more
                than two members, or

            


    

     

    
      	
               

            	
              (ii)

            	
              for
                so long as GSCP and its Affiliates, including GS Holdco, continue
                to hold
                Shares that represent less than 50% of the GS Initial Interest, no
                more
                than one member,

            


    

     

    of
      the
      Reporting Committee, and shall be entitled to remove and replace its nominees
      from time to time.  Each of GSCP’s nominees to the Reporting Committee
      shall be an officer or employee of GSCP or of an Affiliate of GSCP, or such
      other individual acceptable to CanWest, acting reasonably.

     

    
      	
               

            	
              (e)

            	
              The
                initial members of the Reporting Committee shall be as
                follows:

            


    

     

    
      	
              CanWest
                Nominees

            	
              GSCP
                Nominees

            
	
              Leonard
                Asper

            	
              Gerry
                Cardinale

            
	
              Thomas
                Strike

            	
              Tim
                Hodgson

            
	
              Peter
                Viner

            	 
	
              John
                Maguire

            	 
	
              Richard
                Leipsic

            	 


    




    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (f)

            	
              Any
                Party entitled to nominate any member of the Reporting Committee
                shall
                also be entitled to nominate an individual to serve as an alternate
                to
                such member, provided that such individual would qualify for appointment
                as a member of the Reporting Committee.  Any such individual so
                nominated as an alternate shall be entitled to attend and participate
                in
                any meetings of the Reporting Committee in lieu of the member for
                whom
                such individual has been nominated as an
                alternate.

            


    

     

    
      	
               

            	
              (g)

            	
              The
                Reporting Committee shall be responsible for monitoring the business
                of CW
                Media and its Subsidiaries and the Contributed Business, and for
                reporting
                to the GS Parties and the CanWest Parties in respect of such
                businesses.  The Reporting Committee shall have no authority to
                make any decisions with respect to the business of CW Media and its
                Subsidiaries or the Contributed
                Business.

            


    

     

    
      	
               

            	
              (h)

            	
              The
                Reporting Committee shall meet at least once in every financial quarter
                of
                the Corporation during the term of this Agreement, and if a meeting
                of the
                Reporting Committee is not held in any financial quarter of the
                Corporation, any member of the Reporting Committee may call such
                a meeting
                on five Business Days’ prior notice to the other
                members.

            


    

     

    
      	
               

            	
              (i)

            	
              At
                each meeting of the Reporting Committee, the Reporting Committee
                will
                receive and review the most recently available quarterly financial
                information for CW Media as well as such other information relating
                to the
                operations of the Business and the Contributed Business as any member
                of
                the Reporting Committee may reasonably request, and the Corporation
                shall
                cause such information to be so
                provided.

            


    

     

    
      	
              4.9

            	
              Control
                of Subsidiaries

            


    

     

    With
      respect to any matters that relate to the operations of a Subsidiary, subject
      to
      the Voting Trust Agreement the Corporation shall vote and act as a shareholder
      of such Subsidiary so as to carry out the intention of the Board.

     

    
      	
              4.10

            	
              Reimbursement
                of Expenses

            


    

     

    The
      Corporation and its Subsidiaries shall not reimburse directors or members of
      the
      Reporting Committee (or their alternates) for any of their expenses incurred
      in
      attending meetings.

     

    
      	
              4.11

            	
              Indemnification

            


    

     

    The
      Corporation shall indemnify each Director and his or her heirs and legal
      representatives against all costs, charges and expenses, including an amount
      paid to settle an action or satisfy a judgment, reasonably incurred by him
      or
      her in respect of any civil, criminal or administrative

     


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    proceeding
      to which he or she is made a party by reason of being or having been a Director
      of the Corporation provided that (i) he or she acted honestly and in good faith
      with a view to the best interests of the Corporation; and (ii) in the case
      of a
      criminal or administrative proceeding that is enforced by a monetary penalty,
      he
      or she had reasonable grounds for believing that his or her conduct was
      lawful.

     

    
      	
              4.12

            	
              Transactions
                with Affiliates

            


    

     

    Any
      transaction between the Corporation or any of its Subsidiaries and CanWest
      or
      any of its Affiliates, other than transactions between the Corporation or any
      of
      its Subsidiaries and the Contributed Business and other than transactions
      pursuant to and in accordance with the Ancillary Agreements:

     

    
      	
               

            	
              (a)

            	
              shall
                be on Arm’s Length terms in all material respects;
                and

            


    

     

    
      	
               

            	
              (b)

            	
              shall
                be approved by GSCP, acting reasonably, if such transaction is material
                (including any transaction or series of related transactions with
                a value
                in excess of $1,000,000).

            


    

     

    
      	
              4.13

            	
              Conflict
                of Interest

            


    

     

    
      	
               

            	
              (a)

            	
              The
                Corporation and the Shareholders acknowledge and agree that
                notwithstanding:

            


    

     

    
      	
               

            	
              (i)

            	
              the
                interests of the Shareholders in the
                Corporation;

            


    

     

    
      	
               

            	
              (ii)

            	
              the
                nomination by the Shareholders of one or more Directors;
                and

            


    

     

    
      	
               

            	
              (iii)

            	
              the
                participation by one or more officers or directors of any Shareholder
                or
                of its Affiliates as director or officer of the Corporation or any
                of its
                Subsidiaries;

            


    

     

    the
      provision of any products or services pursuant to the Management Agreement
      or
      any of the Transition Services Agreements, the provision of any products or
      services between the Corporation and its Subsidiaries and the Contributed
      Business or any other products or services approved by the Board in accordance
      with this Agreement or provided pursuant to any transaction that is in
      compliance with Section 4.12, by any Shareholder or
      any of its Affiliates or any of their directors, officers, employees or agents
      to the Corporation or any of its Subsidiaries shall not be restricted, limited
      or prohibited, or deemed wrongful or improper or a conflict of interest of
      any
      of the obligations of any director or officer nominated by any Shareholder,
      and
      the Corporation and each Party hereby waives to the fullest extent permitted
      by
      applicable law any and all such claims that any of them may have in connection
      with any such relationship.

     

    
      	
               

            	
              (b)

            	
              Except
                as expressly provided pursuant to Section 9.2, the Corporation and its Subsidiaries
                shall
                have no right, interest or expectancy with respect to any investments
                in
                competing businesses, or any commercial activities that compete with
                the
                Corporation or its Subsidiaries, undertaken by any Shareholder or
                its

            


    

     


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              Affiliates,
                such investments or activities shall not be deemed wrongful or improper,
                and no Shareholder, and no director or officer of any Shareholder
                or its
                Affiliates, shall be obligated to communicate, offer or present to
                the
                Corporation or its Subsidiaries any potential transaction, matter
                or
                opportunity relating to such investments or activities even if such
                potential transaction, matter or opportunity is of a character that,
                if
                presented to the Corporation or any of its Subsidiaries, could be
                taken by
                the Corporation or one or more of its
                Subsidiaries.

            


    

     

    
      	
               

            	
              (c)

            	
              The
                Corporation and CanWest acknowledge and agree that GSCP, provided
                that the
                GS Parties hold at least 10% of the Shares, shall have status to
                enforce
                the rights of the Corporation or any of its Subsidiaries, as the
                case may
                be, on behalf of the Corporation or any of its Subsidiaries, as
                applicable, (“Derivative Status”) against CanWest or its
                Affiliates pursuant to the Management Agreement, the Asset Transfer
                Agreement, the Merger Agreement and the Indemnity Agreement, in the
                event
                of any breach or alleged breach by CanWest of such agreements or
                in the
                event the Corporation or any of its Subsidiaries does not exercise
                in full
                any of its rights under such agreements, provided that GSCP first
                notifies
                the Corporation and CanWest in writing of any such alleged breach
                or
                non-exercise and first provides a reasonable opportunity to (i) CanWest
                to
                remedy such alleged breach, and (ii) the Corporation or any of its
                Subsidiaries to exercise such rights in full.  On any
                application by GSCP for recognition of its Derivative Status as
                contemplated by this Section 4.13(c), the
                Corporation and its Subsidiaries and CanWest and its Affiliates shall
                not
                oppose the granting of Derivative Status to GSCP, provided that nothing
                in
                this Section 4.13(c) shall prevent or
                restrict CanWest and its Affiliates from otherwise providing a vigorous
                defence to any action relating to any such alleged breach or
                non-exercise.

            


    

     

    
      	
               

            	
              (d)

            	
              To
                the fullest extent permitted by applicable law, each of the Parties
                hereby
                waives any claims that any of them may have against a Director or
                any
                member of the CW Media Board in connection with any Director or any
                member
                of the CW Media Board acting in the interests of the Shareholder
                or
                Shareholders which nominated such Director or member rather than
                in the
                interests of the Corporation or CW Media, as the case may be, or
                those of
                its Subsidiaries.

            


    

     

    
      	
              4.14

            	
              Shareholder
                Quorum

            


    

     

    A
      quorum
      for meetings of Shareholders shall consist of each Shareholder being present
      by
      representative or proxy.  If a quorum is not obtained at any meeting,
      the meeting shall be adjourned and may be reconvened upon three days’ notice to
      the Shareholders, at which reconvened meeting the quorum shall be the
      Shareholder or Shareholders present.

     

    
      	
              4.15

            	
              Rights
                Under ERISA

            


    

     

    To
      the
      extent that GSCP and its advisors determine that the applicable fund(s) of
      GSCP
      is required to satisfy the requirements of a “venture capital operating company”
as defined in U.S. Department of Labor Regulation section 2510.3-101(d) with
      respect to the Corporation or its Subsidiaries or the assets of the Business
      in
      order to comply with the “plan asset regulations” under U.S. Department of Labor
      Regulation 2510-101 et al., appropriate rights as outlined in

     


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    section
      2510.3-101(d)(3)(ii) of such Regulation and guidance issued under that section
      shall be provided to the applicable fund(s) of GSCP, but, for the avoidance
      of
      doubt, such rights shall not provide GSCP with any right to direct, manage
      or
      control the Corporation or any of its Subsidiaries.

     

    
      	
              4.16

            	
              Rights
                Under Indemnity Agreement

            


    

     

    The
      Corporation will, at the request of any Director nominated by GSCP, enforce
      its
      indemnity rights under the Indemnity Agreement, the Merger Agreement or the
      Asset Transfer Agreement against the CanWest Parties.

     

    ARTICLE
      5

     

    COMBINATION
      TRANSACTION

     

    
      	
              5.1

            	
              Completion
                of the Asset Transfer

            


    

     

    CanWest
      shall (and shall cause its applicable Affiliates to) complete the transactions
      contemplated by the Asset Transfer Agreement no later than December 31,
      2009.

     

    
      	
              5.2

            	
              Combination
                Transaction

            


    

     

    
      	
               

            	
              (a)

            	
              Subject
                to Section 5.3, CanWest shall (and shall
                cause its applicable Affiliates to), and the Corporation shall (and
                shall
                cause its applicable Affiliates to), consummate the Combination
                Transaction no later than the earlier
                of:

            


    

     

    
      	
               

            	
              (i)

            	
              the
                fourth anniversary of the date of this Agreement;
                and

            


    

     

    
      	
               

            	
              (ii)

            	
              such
                earlier date, no earlier than May 31, 2011, as is reasonably necessary
                to
                ensure that any financing required for the purchase of GS Shares
                pursuant
                to the CanWest Call during the First Call Period or the First GS
                Put can
                be completed in time to effect the completion of such CanWest Call
                or
                First GS Put on the fourth anniversary of the date of this
                Agreement.

            


    

     

    The
      applicable Parties shall enter into, or cause their applicable Affiliates to
      enter into, and complete an agreement substantially in the form attached as
      Schedule 5.1 (the “Merger
      Agreement”), which provides for the combination of the Contributed
      Business with the Business of CW Media and its Subsidiaries and the acquisition
      of an equity interest in the Corporation (the “Combination
      Transaction”).  

     

    
      	
               

            	
              (b)

            	
              CanWest
                or its applicable Affiliates and the Corporation will file a joint
                election under section 85(1) of the Tax Act and corresponding provincial
                legislation in respect of the Transfer of the Contributed Business
                to the
                Corporation so that the Transfer of the Contributed Business occurs
                on a
                tax-deferred basis to CanWest or its applicable Affiliates.  The
                Parties will work in good faith to attempt to obtain a step up in
                basis
                for U.S. tax purposes for the assets of the Contributed Business
                provided
                that doing so would not have any adverse consequences to CanWest,
                its
                Affiliates or the Corporation and its
                Subsidiaries.

            


    

     


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (c)

            	
              To
                the extent that the Parties agree or are otherwise required to Transfer
                any assets of the Contributed Business to a third party at the time
                of or
                immediately following the Combination Transaction, the proceeds of
                the
                Transfer of such assets (net of tax and all transaction expenses)
                will
                constitute assets of the Contributed Business and become assets of
                the
                Corporation or CW Media.

            


    

     

    
      	
               

            	
              (d)

            	
              CanWest
                agrees to repurchase its Senior Notes prior to May 31, 2011 or, in
                the
                alternative, obtain waivers from the holders of the Senior Notes
                or take
                such other action short of repurchasing the Senior Notes in order
                to
                remove any impediments to the consummation of the Combination Transaction,
                so that the existence of such Senior Notes do not impair or restrict
                the
                ability of the Parties to consummate the Contribution Transaction
                in a
                timely manner or otherwise materially adversely affect the Corporation
                or
                Contributed Business.

            


    

     

    
      	
               

            	
              (e)

            	
              From
                the date of this Agreement through the Combination Date, CanWest
                agrees
                that (i) neither it nor any of its Affiliates will enter into any
                new
                financing (or refinance existing debt or capital) if the terms of
                such new
                financing or refinancing would restrict, prevent or otherwise materially
                adversely affect the ability of the Parties to consummate the Combination
                Transaction or such new financing or refinancing would otherwise
                be
                reasonably expected to materially adversely affect the ability of
                the
                Parties to consummate the Combination Transaction and (ii) neither
                it nor
                any of its Affiliates nor the Corporation or its Subsidiaries will
                take
                any action that would reasonably be expected to materially adversely
                affect the ability of the Parties to consummate the Combination
                Transaction, provided that entering into any contract, or acquiring
                any
                assets, in the ordinary course of business that under the terms of
                such
                contract, or under the terms to which such assets are subject, would
                require the consent of any third party in connection with the consummation
                of the Combination Transaction will be deemed for this purpose not
                to be
                taking any such action (provided, however, that CanWest, the Corporation
                and their respective Affiliates, as applicable, shall use their respective
                commercially reasonable efforts to attempt to have such terms omitted
                from
                such contracts or acquisitions).

            


    

     

    
      	
               

            	
              (f)

            	
              The
                Parties shall, with reasonable diligence, do all such things and
                provide
                all such reasonable assurances as may be required to consummate the
                Combination Transaction, and each Party shall provide such further
                documents or instruments required by any other Party as may be reasonably
                necessary or desirable to effect the purpose of the Combination
                Transaction, whether before or after the Combination
                Date.

            


    

     

    
      	
              5.3

            	
              Conditions
                Precedent

            


    

     

    
      	
               

            	
              (a)

            	
              The
                Parties’ obligations to effect the Combination Transaction shall be
                subject to the satisfaction of, or compliance with, at or before
                the
                Combination Date, each of the following conditions precedent (provided,
                however, that such conditions shall not apply to the extent that
                the
                non-satisfaction of such conditions is due to the breach of a Party
                of its
                covenants in this Agreement (including the covenants in Section 5.1)):

            


    

     




    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (i)

            	
              All
                required regulatory approvals necessary for the implementation of
                the
                Combination Transaction shall have been obtained, including any required
                notifications to and approvals of the CRTC pursuant to the CRTC
                Regulations.

            


    

     

    
      	
               

            	
              (ii)

            	
              There
                shall be no order, injunction, decree, ruling or award issued enjoining,
                delaying, restricting or preventing the consummation of the Combination
                Transaction.

            


    

     

    
      	
              5.4

            	
              Ownership
                Interests in the
                Corporation

            


    

     

    The
      respective holdings of Shares of the Shareholders in the Corporation following
      the completion of the Combination Transaction shall be as follows:

     

    
      	
               

            	
              (a)

            	
              The
                GS Holdcos shall collectively own, directly or indirectly, that percentage
                of the Common Shares that is equal to the GS Equity Value divided
                by the
                Equity Value multiplied by 100, with TEV, Net Debt and Combined EBITDA
                being calculated as, of and for the 12-month period ending, March
                31,
                2011, as applicable (the “GS Post-Combination Percentage
                Interest”); 

            


    

     

    
      	
               

            	
              (b)

            	
              CanWest
                and its Affiliates shall collectively own, directly or indirectly,
                that
                percentage of the Common Shares that is equal to 100% less the
                GS  Post-Combination Percentage Equity
                Interest;

            


    

     

    
      	
               

            	
              (c)

            	
              The
                GS Holdcos shall collectively own, directly or indirectly, 33 1/3%
                of the
                Voting Shares; and

            


    

     

    
      	
               

            	
              (d)

            	
              CanWest
                and its Affiliates shall collectively own, directly or indirectly,
                66 2/3%
                of the Voting Shares.

            


    

     

    To
      the
      extent that the Combination Transaction and the provisions of this Section
5.4 require the issuance of additional Shares to
      CanWest and its Affiliates, such Shares shall consist of Class A Common Shares
      in the capital of the Corporation issued in consideration for the completion
      of
      the Combination Transaction.

     

    
      	
              5.5

            	
              Covenants
                of CanWest

            


    

     

    From
      the
      date of this Agreement to the Combination Date (except with respect to the
      covenant in clause (b) of this Section 5.5, which
      shall apply until such time as the GS Holdcos no longer hold any Shares), the
      CanWest Parties agree:

     

    
      	
               

            	
              (a)

            	
              to
                operate and manage CW Media and its Subsidiaries and the Contributed
                Business in a manner consistent with their past practices in operating
                and
                managing the Contributed Business and to use commercially reasonable
                efforts to operate and manage the Contributed Business and CW Media
                and
                its Subsidiaries in a manner so as to maximize the economic value
                of the
                Business and the Contributed
                Business;

            


    

     

    
      	
               

            	
              (b)

            	
              to
                keep GSCP informed, on a current basis, of any events, discussions,
                notices or changes with respect to any criminal or regulatory
                investigation or action

            


    

     


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              involving
                the Contributed Business, CW Media or any of its Subsidiaries, so
                that
                GSCP, its members and its Affiliates will have the opportunity to
                take
                appropriate steps to avoid or mitigate any regulatory consequences
                to them
                that might arise from such investigation or action (including by
                coordinating and providing assistance in meeting with
                regulators);

            


    

     

    
      	
               

            	
              (c)

            	
              without
                the prior written consent of GSCP, subject to Section 5.5(d), in any year not to sell, lease, transfer
                or otherwise dispose of any property or assets of the Contributed
                Business
                (including, for the avoidance of doubt, any of the television stations
                of
                the Contributed Business) with a value in excess of $15,000,000,
                other
                than in the ordinary course of
                business;

            


    

     

    
      	
               

            	
              (d)

            	
              without
                the prior written consent of GSCP, from April 1, 2010 through the
                Combination Date, not to sell, lease, transfer or otherwise dispose
                of (A)
                any property or assets of the Contributed Business (including, for
                the
                avoidance of doubt, any of the television stations of the Contributed
                Business) with a value in excess of $15,000,000 or that contributed
                in any
                way to the generation of Combined EBITDA for such year, other than
                in the
                ordinary course of business or (B) any television channel of the
                Contributed Business with a value in excess of
                $10,000,000;

            


    

     

    
      	
               

            	
              (e)

            	
              without
                the prior written consent of GSCP, with respect to the Contributed
                Business, not to acquire any business or assets, by merger or
                consolidation, purchase of assets or equity interests, or by any
                other
                manner, in a single transaction or a series of related transactions,
                other
                than purchases of assets in the ordinary course of business, where
                such
                business or assets include material liabilities other than liabilities
                in
                the ordinary course of business under contracts or
                otherwise;

            


    

     

    
      	
               

            	
              (f)

            	
              without
                the prior written consent of GSCP, with respect to the Contributed
                Business, make any material change in any method of accounting or
                auditing
                practice other than changes required as a result of changes in GAAP
                or
                applicable Laws;

            


    

     

    
      	
               

            	
              (g)

            	
              without
                the prior written consent of GSCP, settle or compromise any Proceeding
                which would result in any material obligation or liability (or restrictive
                covenant) of the Contributed Business that would not be satisfied
                or
                extinguished prior to the Combination Date and that would become
                an
                obligation or liability of CW Media;
                and

            


    

     

    
      	
               

            	
              (h)

            	
              without
                the prior written consent of GSCP, cause the Contributed Business
                to enter
                into (or agree to enter into) any transaction (other than immaterial
                transactions) with CanWest or its Affiliates (for the avoidance of
                doubt,
                other than the Contributed Business or the Corporation or its
                Subsidiaries) that is not on Arm’s Length
                terms.

            


    

     


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              5.6

            	
              Notice
                of Repayment of Senior Notes

            


    

     

    CanWest
      will notify GSCP in writing of:

     

    
      	
               

            	
              (i)

            	
              the
                repayment in full of the Senior Notes,
                or

            


    

     

    
      	
               

            	
              (ii)

            	
              any
                waiver, refinancing, replacement or exchange of or in respect of
                the
                Senior Notes that eliminates any restrictions on CanWest and its
                Affiliates completing the Combination
                Transaction,

            


    

     

    in
      each
      case no later than 10 days following such event.

     

    ARTICLE
      6

     

    DEALING
      WITH SHARES

     

    
      	
              6.1

            	
              Restrictions
                on Transfer of Shares

            


    

     

    
      	
               

            	
              (a)

            	
              Except
                as expressly provided in this Agreement, including pursuant to Section
3.3, or as may otherwise be unanimously
                agreed
                by the Parties, no Party shall, directly or indirectly, Transfer
                any
                Shares held by it, any direct or indirect equity interests in a
                Shareholder or any of its rights or obligations under this Agreement,
                to
                any Person.  No Party shall be obligated to complete any
                Transfer of Shares if such Transfer would not be in compliance with
                applicable securities laws, and in such circumstances, each of the
                other
                parties to the Transfer shall be relieved of their respective obligations
                to complete such Transfer.  In addition, except as otherwise
                specifically provided in this Agreement, no Shareholder shall Transfer
                any
                Shares if such Transfer would require the qualification for distribution
                or registration of, or would cause the Corporation to be required
                to
                qualify or register, the Shares or such Transfer pursuant to any
                applicable securities laws.

            


    

     

    
      	
               

            	
              (b)

            	
              Notwithstanding
                anything else contained in this Agreement, every Transfer of Shares
                held
                by a Shareholder, in addition to the requirements of the Corporation’s
                articles and the other requirements of this Agreement, shall be subject
                to
                the condition that the proposed transferee, if not already bound
                by the
                terms of this Agreement, shall first agree, in writing, to become
                a Party
                to and be bound by the terms of this Agreement by executing a form
                of
                counterpart and acknowledgement acceptable to the Corporation and
                substantially in the form attached as Schedule 6.1.

            


    

     

    
      	
               

            	
              (c)

            	
              For
                the avoidance of doubt, notwithstanding anything else contained in
                this
                Agreement, any direct or indirect change in the Control of CanWest
                or GSCP
                shall be deemed not to be a Transfer of
                Shares.

            


    

     

    
      	
              6.2

            	
              Endorsement
                on Certificates

            


    

     

    Share
      certificates of the Corporation shall bear the following language either as
      an
      endorsement or on the face of such share certificate:

     


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


    “The
      shares represented by this certificate are subject to the terms and conditions
      of an agreement made as of August 15, 2007, as it may be amended, which
      agreement contains, among other things, restrictions on the right of the holder
      hereof to transfer or sell the shares.  A copy of such agreement is on
      file at the registered office of the Corporation.”

     

    
      	
              6.3

            	
              Issue
                of Additional Equity
                Securities

            


    

     

    If
      the
      Corporation issues any additional equity securities that are not Shares, the
      Parties shall, prior to such issuance, give due consideration to any changes
      that they may wish to make to this Agreement, particularly the provisions
      relating to the rights and obligations that relate to Shares.

     

    
      	
              6.4

            	
              Pledge
                of Shares

            


    

     

    Notwithstanding
      the provisions of Section 6.1, any Shareholder may pledge,
      charge, mortgage or otherwise encumber any of its Shares (the “Pledged
      Shares”) to a bank or other financial institution for the purpose of
      securing any borrowings by such Shareholder or an Affiliate of such Shareholder,
      provided that such bank or financial institution acknowledges to the Parties
      in
      writing that:

     

    
      	
               

            	
              (a)

            	
              the
                pledge, charge, mortgage or encumbrance of such Shares shall at all
                times
                be subject to all of the terms and conditions of this Agreement,
                including
                the prohibition against Transferring such Shares contained in Section
6.1, except as permitted pursuant to this
Article 6;
                and

            


    

     

    
      	
               

            	
              (b)

            	
              the
                security interest in respect of the Pledged Shares shall be discharged
                as
                against the interest of the pledgor Shareholder upon the sale by
                the
                pledgor Shareholder of any of the Pledged Shares to one or more of
                the
                other Shareholders pursuant to this Agreement (but such discharge
                shall
                apply only to the number of Pledged Shares subject to such sale),
                if the
                proceeds due on closing to the pledgor Shareholder (net of applicable
                costs of and any taxes applicable to such sale) are paid to the bank
                or
                other financial institution and any other secured parties having
                a
                security interest in the Pledged Shares in order of their respective
                priorities, and the balance, if any, shall be paid to the pledgor
                Shareholder.

            


    

     

    
      	
              6.5

            	
              Permitted
                Transferees

            


    

     

    
      	
               

            	
              (a)

            	
              Notwithstanding
                Section 6.1, each Shareholder shall be
                entitled to Transfer Shares to a Parent of the Shareholder or to
                a
                corporation that is Controlled by the Shareholder or by a Parent
                of the
                Shareholder, provided that such Shareholder shall continue to be
                bound by
                all of its obligations under this Agreement.  No such Transfer
                shall be effective until the transferee executes and delivers to
                the
                Corporation a counterpart to this Agreement in compliance with Section
6.1(b).

            


    

     

    
      	
               

            	
              (b)

            	
              Notwithstanding
                Section 6.1, a Party shall be entitled to
                Transfer a direct or indirect equity interest in a Shareholder to
                a Parent
                of the Shareholder or to a corporation that is Controlled by a Parent
                of
                the Shareholder.  No such Transfer shall be effective until the
                transferee executes and delivers to the Corporation a counterpart
                to this
                Agreement in compliance with Section 6.1(b).

            


    

     


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (c)

            	
              If
                the Person to which Shares or a direct or indirect equity interest
                in a
                Shareholder are Transferred pursuant to Section 6.1(a) or 6.1(b)
                ceases to be a Parent of the Shareholder or Controlled by a Parent
                of the
                Shareholder, then the Shares or equity interest Transferred pursuant
                to
                Section 6.1(a) or 6.1(b) shall
                be deemed to have been Transferred
                back to the Party which had originally so Transferred such Shares
                or
                equity interest to such Person effective immediately prior to such
                event,
                and the applicable Parties will do all such things and provide all
                such
                further assurances as shall be necessary or desirable to give further
                effect to such Transfer back.

            


    

     

    
      	
               

            	
              (d)

            	
              If
                any Shareholder Transfers less than all of its Shares to any transferee
                permitted under this Section 6.5 or Transfers
                its Shares to more than one such permitted transferee, such Shareholder
                and such permitted transferees shall collectively exercise the rights
                of
                such Shareholder under this Agreement and no such Transfer shall
                have the
                effect of enlarging any Shareholder’s rights under this
                Agreement.  Similarly, if any Party Transfers less than all of
                its direct or indirect equity interest in a Shareholder to any transferee
                permitted under this Section 6.5 or Transfers
                such interest to more than one such permitted transferee, such Party
                and
                such permitted transferee shall collectively exercise the rights
                of such
                Party under this Agreement and no such Transfer shall have the effect
                of
                enlarging any Party’s rights under this
                Agreement.

            


    

     

    
      	
              6.6

            	
              CanWest
                Call

            


    

     

    
      	
               

            	
              (a)

            	
              CanWest
                shall have the right at any time during (i) the 30 day period following
                March 31, 2011 (the “First Call Period”), and
                (ii)  the 30 day period following each of March 31, 2012 and
                March 31, 2013 (each a “Later Call Period”) to give
                Notice to GSCP that it requires the GS Holdcos to Transfer to CanWest
                (or
                as CanWest may direct, subject to Section 6.6(b) and subject to the restriction on
                Transfers to parties other than Affiliates of CanWest) up to 100%
                of the
                Shares held by the GS Parties (“GS Shares”), free and
                clear of all encumbrances, at a purchase price per GS Share equal
                to the
                CanWest Call Price (each, a “CanWest
                Call”).

            


    

     

    
      	
               

            	
              (b)

            	
              In
                connection with any exercise of a CanWest Call, CanWest may direct
                the
                Corporation to purchase the GS Shares so called provided that (i)
                all
                outstanding GS Shares are subject to such CanWest Call, or (ii) it
                may do
                so without thereby causing the Net Debt of the Corporation to exceed
                the
                Leverage Cap (with Cash and Combined EBITDA measured as of, and for
                the
                twelve months ending, on the end of the month immediately prior to
                the
                month in which the relevant CanWest Call is exercised (provided that,
                for
                the avoidance of doubt, any Cash raised as part of the financing
                of the
                purchase of such Shares but not used to purchase such Shares would
                be
                included in Cash for this purpose, without duplication, but that
                any Cash
                that cannot be applied to purchase such Shares or to repay any
                Indebtedness of the Corporation or its Subsidiaries shall not be
                deducted
                in calculating Net Debt for such
                purpose)).

            


    

     




    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (c)

            	
              The
                closing of the acquisition of the GS Shares to be acquired pursuant
                to a
                CanWest Call shall occur (i) in the case of the exercise of the CanWest
                Call during the First Call Period, on the date that is the fourth
                anniversary of the date of this Agreement, and (ii) in any other
                case,
                within 15 days of the Notice by CanWest of the exercise of the CanWest
                Call; provided, however, that, in either such case, if the closing
                is
                delayed beyond either such date (due to a delay with respect to the
                financing thereof or for any other reason (other than to the extent
                caused
                by any GS Party or resulting from a Force Majeure Event)), the purchase
                price to be paid to the GS Holdcos shall increase and accrue (compounded
                annually) from such date (or, to the extent such closing is delayed
                as a
                result of a Force Majeure Event, from the time at which such Force
                Majeure
                Event is no longer in effect) until the date the GS Shares are actually
                purchased and paid for, at the GS Rate of Return that was applicable
                pursuant to Section 5.4 (except, in the case
                of any Put Shortfall Shares, to the extent such GS Rate of Return
                is
                already taken into account in the price to be paid for such shares
                through
                the IRR Adjustment).

            


    

     

    
      	
               

            	
              (d)

            	
              If
                the GS Shares are held by more than one GS Party, then on any exercise
                of
                a CanWest Call in respect of less than all of the then outstanding
                GS
                Shares, CanWest shall acquire GS Shares pursuant to such exercise
                from the
                applicable GS Parties:

            


    

     

    
      	
               

            	
              (i)

            	
              subject
                to clause (ii) of this Section 6.6(d),
                pro rata in relation to the number of GS Shares held by such GS
                Parties; or

            


    

     

    
      	
               

            	
              (ii)

            	
              as
                determined by GSCP, provided that any such determination that differs
                from
                the pro rata allocation contemplated by clause (i) of this
                Section 6.6(d) would have no adverse effect
                in relation to the Corporation and its Subsidiaries or the CanWest
                Parties.

            


    

     

    
      	
               

            	
              (e)

            	
              Notwithstanding
                Section 6.6(d), on any exercise of a CanWest
                Call in respect of less than all of the outstanding GS Shares, CanWest
                shall acquire such numbers of Common Shares and Voting Shares as
                are
                pro rata to the aggregate numbers of Common Shares and Voting
                Shares held by the GS Parties.

            


    

     

    
      	
               

            	
              (f)

            	
              The
                Parties agree to cooperate with one another and use reasonable commercial
                efforts to structure any transaction contemplated by this Section
6.6 other than as a direct acquisition
                of Shares
                by the Corporation.

            


    

     

    
      	
              6.7

            	
              GS
                Put

            


    

     

    
      	
               

            	
              (a)

            	
              If
                CanWest has not provided Notice of its intention to acquire at least
                50%
                of the GS Shares by way of a CanWest Call within the First Call Period,
                GSCP may provide Notice to CanWest and the Corporation within the
                30 day
                period immediately following the First Call Period (the “First Put
                Period”) that it requires the Corporation to acquire a number of
                GS Shares specified by GSCP that does not exceed the excess of (i)
                50% of
                the GS Initial Interest, over (ii) that number of GS Shares, if any,
                that
                were subject to the exercise of the
                CanWest

            


    

     


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              Call
                during the First Call Period (the “First Put Shares”),
                free and clear of all encumbrances, at a purchase price per share
                equal to
                the GS Put Price (the “First GS
                Put”).

            


    

     

    
      	
               

            	
              (b)

            	
              In
                connection with the exercise of the First GS Put, the Corporation
                shall on
                the date specified in Section 6.7(f) acquire
                all of the First Put Shares that it is able to acquire at the GS
                Put Price
                without thereby causing the Net Debt of the Corporation to exceed
                the
                Leverage Cap (with Cash and Combined EBITDA measured as of, and for
                the
                twelve months ending, on the end of the month immediately prior to
                the
                month in which the First GS Put is exercised (provided that, for
                the
                avoidance of doubt, any Cash raised as part of the financing of the
                purchase of such Shares but not used to purchase such Shares would
                be
                included in Cash for this purpose, without duplication, but that
                any Cash
                that cannot be applied to purchase such Shares or to repay any
                Indebtedness of the Corporation or its Subsidiaries shall not be
                deducted
                in calculating Net Debt for such purpose)).  Any excess First
                Put Shares that the Corporation is not thereby able to acquire are
                referred to as the “Put Shortfall Shares”.  For
                the avoidance of doubt, the Put Shortfall Shares shall rank equally
                with
                the other Common Shares or Voting Shares, as the case may be, on
                any
                liquidation, dissolution or winding-up of the Corporation, whether
                voluntary or involuntary, or on any other return of capital or
                distribution of assets of the Corporation among its shareholders
                for the
                purpose of winding-up its affairs.

            


    

     

    
      	
               

            	
              (c)

            	
              The
                GS Put Price, CanWest Call Price or other sale price applicable on
                any
                future sale of the Put Shortfall Shares by the GS Parties shall be
                no less
                than the GS Put Price originally applicable in respect of such Put
                Shortfall Shares (the “Put Shortfall Price”) plus a
                return on the Put Shortfall Price, compounded annually, at a rate
                equal to
                the GS Rate of Return corresponding to the Combined EBITDA used in
                the
                calculation of the Put Shortfall Price, from the time at which the
                Put
                Shortfall Shares would have been purchased but for the application
                of the
                Leverage Cap pursuant to Section 6.7(b) to
                the time of their sale by the GS Parties (the “IRR
                Adjustment”).  To the extent that there are any Put
                Shortfall Shares, GSCP may provide notice to CanWest and the Corporation
                within the 30 day period immediately following the Later Call Period
                occurring in 2012 that it requires the Corporation to acquire any
                Put
                Shortfall Shares not acquired by CanWest pursuant to its exercise
                of the
                CanWest Call during the Later Call Period occurring in 2012, free
                and
                clear of all encumbrances, at the Put Shortfall Price plus the IRR
                Adjustment (the “Shortfall Put”).  In
                connection with the exercise of the Shortfall Put, the Corporation
                shall
                on the date specified in Section 6.7(f)
                acquire all of the Put Shortfall Shares subject to the Shortfall
                Put that
                it is able to acquire at the Put Shortfall Price plus the IRR Adjustment
                without thereby causing the Net Debt of the Corporation to exceed
                the
                Leverage Cap (with Cash and Combined EBITDA measured as of, and for
                the
                twelve months ending, on the end of the month immediately prior to
                the
                month in which the Shortfall Put is exercised (provided that, for
                the
                avoidance of doubt, any Cash raised as part of the financing of the
                purchase of such Shares but not used to purchase such Shares would
                be
                included in Cash for this purpose, without duplication, but that
                any
                Cash

            


    

     


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              that
                cannot be applied to purchase such Shares or to repay any Indebtedness
                of
                the Corporation or its Subsidiaries shall not be deducted in calculating
                Net Debt for such purpose)).  Any excess Put Shortfall Shares
                that the Corporation is not thereby able to acquire shall be deemed
                to
                continue to be Put Shortfall Shares.  For the avoidance of
                doubt, on any exercise by CanWest of the CanWest Call during the
                Later
                Call Period occurring in 2012, CanWest shall be deemed first to acquire
                any Put Shortfall Shares to the extent of the Shares subject to such
                CanWest Call and the price to be paid by CanWest in respect of such
                Put
                Shortfall Shares on the exercise of such CanWest Call shall be equal
                to
                the greater of (i) the Put Shortfall Price plus the IRR Adjustment
                or (ii)
                the CanWest Call Price otherwise applicable to such exercise (without
                taking into account the formula in clause (i) of this
                sentence).

            


    

     

    
      	
               

            	
              (d)

            	
              GSCP
                may provide notice to CanWest and the Corporation within the 30 day
                period
                immediately following the Later Call Period occurring in 2013 (the
                “Second Put Period”) that it requires the Corporation to
                acquire up to 100% of the remaining GS Shares (the “Second Put
                Shares”), free and clear of all encumbrances, at the Put Purchase
                Price (the “Second GS
                Put”).

            


    

     

    
      	
               

            	
              (e)

            	
              Upon
                the exercise of the Second GS Put, the Corporation shall on the date
                specified in Section 6.7(f) acquire all of
                the Second Put Shares that it is able to acquire at the GS Put
                Price.

            


    

     

    
      	
               

            	
              (f)

            	
              The
                closing of any acquisition of GS Shares to be acquired pursuant to
                the
                First GS Put shall (subject to Section 6.7(b)) occur on the fourth anniversary of
                the
                date of this Agreement and the closing of any acquisition of GS Shares
                to
                be acquired pursuant to the Shortfall Put or the Second GS Put shall
                occur
                effectively within 15 days of the exercise of the Shortfall Put or
                the
                Second GS Put, as the case may be; provided, however, that, in either
                such
                case, if the closing is delayed beyond either such date (due to a
                delay
                with respect to the financing thereof or for any other reason (other
                than
                to the extent caused by any GS Party or resulting from a Force Majeure
                Event)), the purchase price to be paid to the GS Holdcos shall increase
                and accrue (compounded annually) from such date (or, to the extent
                that
                such closing is delayed as a result of a Force Majeure Event, from
                the
                time at which such Force Majeure Event is no longer in effect) until
                the
                date the GS Shares are actually purchased and paid for, at the GS
                Rate of
                Return that was applicable pursuant to Section 5.4 (except, in the case of any Put Shortfall
                Shares, to the extent that such GS Rate of Return is already taken
                into
                account in the price to be paid for such Shares through the IRR
                Adjustment); provided further, however, that GSCP shall have the
                option
                with respect to the Second GS Put to extend the closing date by up
                to an
                additional 60 days if such purchase was not consummated within the
                15 day
                period referred to in this Section 6.7(f);
                if, however, GSCP exercises such option to so extend the closing
                date, the
                purchase price shall not increase or accrue at such GS Rate of Return
                during the period of such extension (except with respect to the Put
                Shortfall Shares).

            


    

     

    
      	
               

            	
              (g)

            	
              If
                the GS Shares are held by more than one GS Party, then on any exercise
                of
                the First GS Put, the Shortfall Put or the Second GS Put in respect
                of
                less than all

            


    

     


    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              outstanding
                GS Shares, the Corporation shall acquire GS Shares pursuant to such
                exercise from the applicable GS
                Parties:

            


    

     

    
      	
               

            	
              (i)

            	
              subject
                to clause (ii) of this Section 6.7(g),
                pro rata in relation to the number of GS Shares held by such GS
                Parties; or

            


    

     

    
      	
               

            	
              (ii)

            	
              as
                determined by GSCP, provided that any such determination that differs
                from
                the pro rata allocation contemplated by clause (i) of this
                Section 6.7(g) would have no adverse effect
                in relation to the Corporation and its Subsidiaries or the CanWest
                Parties.

            


    

     

    
      	
               

            	
              (h)

            	
              Notwithstanding
                Section 6.7(g), on any exercise of the First
                GS Put, the Shortfall Put or the Second GS Put in respect of less
                than all
                of the outstanding GS Shares, the Corporation (or CanWest or its
                Affiliates if CanWest so elects) shall acquire such numbers of Common
                Shares and Voting Shares as are pro rata to the aggregate number
                of Common Shares and Voting Shares held by the GS
                Parties.

            


    

     

    
      	
               

            	
              (i)

            	
              To
                the extent that the Corporation is unable to acquire all of the Second
                Put
                Shares upon the exercise by GSCP of the Second GS Put, provided that
                such
                inability has not been caused by a breach by CanWest or the Corporation
                of
                its other covenants in this Agreement, the only remedy of the GS
                Parties
                shall be to exercise GSCP’s rights under Sections 6.8 and 6.9.

            


    

     

    
      	
               

            	
              (j)

            	
              On
                the exercise of any or all of the First GS Put, the Shortfall Put
                and the
                Second GS Put, CanWest may at its sole option elect that it or any
                of its
                Affiliates that it may designate, rather than the Corporation, will
                acquire the GS Shares subject to such exercise; provided, however,
                that
                the Corporation shall remain liable for the performance of such
                obligations to the extent not performed by CanWest or any such Affiliates;
                and provided further, however, that, in the case of the First GS
                Put and
                the Shortfall Put, to the extent that any of the funds used for such
                purchase will be obtained from the Corporation or its Subsidiaries
                or from
                financing relating to such entities, such use of such funds or such
                financing shall not cause the Leverage Cap to be exceeded unless
                all of
                the outstanding GS Shares are being purchased
                thereby.

            


    

     

    
      	
               

            	
              (k)

            	
              Subject
                only to (x) the application to the Corporation of the Leverage Cap
                (with
                respect to the exercise of the First GS Put and the Shortfall Put
                only)
                and (y) a permanent, non-appealable legal prohibition from consummating
                its obligations under this Section 6.7 that
                is not caused by the breach of this Agreement by the Corporation,
                CanWest
                or its Affiliates,  the Corporation and its Subsidiaries (or, in
                the case that CanWest elects to purchase the GS Shares pursuant to
                Section
                6.7(j), CanWest and its Subsidiaries) shall
                use their best efforts to obtain, in a timely manner, the financing
                necessary to satisfy their obligations under this Section 6.7 and use their best efforts to take
                such
                other actions as are necessary to satisfy its obligations under this
                Section 6.7 in a timely
                manner.

            


    

     

    
      	
               

            	
              (l)

            	
              From
                the date of this Agreement through the June 30, 2013 (or earlier,
                to the
                extent that the GS Holdcos have sold all of their Shares), CanWest
                agrees
                that (i)

            


    

     


    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              neither
                it nor any of its Affiliates will enter into any new financing (or
                refinance existing debt or capital) if the terms of such new financing
                or
                refinancing would restrict, prevent or otherwise materially adversely
                affect the ability of the Corporation to satisfy its obligations
                under
                this Section 6.7 or such new financing or
                refinancing would otherwise be reasonably expected to materially
                adversely
                affect the ability of the Corporation to satisfy its obligations
                under
                this Section 6.7 and (ii) neither it nor any
                of its Affiliates nor the Corporation or its Subsidiaries will take
                any
                action that would reasonably be expected to materially adversely
                affect
                the ability of the Corporation to satisfy its obligations under this
                Section 6.7, provided that entering into any
                contract, or acquiring any assets, in the ordinary course of business
                that
                under the terms of such contract, or under the terms to which such
                assets
                are subject, would require the consent of any third party in connection
                with the consummation of the Combination Transaction will be deemed
                for
                this purpose not to be taking any such action (provided, however,
                that
                CanWest, the Corporation or their respective Affiliates, as applicable,
                shall use their respective commercially reasonable efforts to attempt
                to
                have such terms omitted from such contracts or
                acquisitions).

            


    

     

    
      	
               

            	
              (m)

            	
              For
                the avoidance of doubt, none of the GS Parties shall have any recourse
                to
                CanWest or any of its Affiliates (other than the Corporation and
                its
                Subsidiaries) with respect to the obligation to purchase the First
                Put
                Shares, the Put Shortfall Shares or the Second Put Shares, unless
                CanWest
                so elects pursuant to Section 6.7(j).

            


    

     

    
      	
               

            	
              (n)

            	
              The
                Parties agree to cooperate with one another and use reasonable commercial
                efforts to structure any transaction contemplated by this Section
6.7 other than as a direct acquisition
                of Shares
                by the Corporation.

            


    

     

    
      	
              6.8

            	
              Right
                of First Offer

            


    

     

    
      	
               

            	
              (a)

            	
              If,

            


    

     

    
      	
               

            	
              (i)

            	
              during
                the Second Put Period the GS Parties still own any GS Shares and
                the
                Combined EBITDA for the last twelve months ended March 31, 2013 is
                less
                than $● million [DOLLAR AMOUNT REDACTED*],
                or

            


    

     

    
      	
               

            	
              (ii)

            	
              following
                the end of the Second Put Period the Corporation (or CanWest or any
                of its
                Affiliates as the case may be) has not acquired all of the Second
                Put
                Shares upon due exercise by GSCP of the Second GS Put in respect
                of 100%
                of its remaining GS Shares, as contemplated by Section 6.7(i),

            


    

     

    then
      GSCP
      shall have the right to require the sale of the Corporation in accordance with
      the process outlined in this Section 6.8 by
      providing notice in writing to that effect (a “Notice of Sale”)
      to CanWest either,

     

    

      

    

      
      
        	
                *

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

              


      

       

    




    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    


    (iii)           during
      the Second Put Period as an alternative to exercising the Second GS Put,
      or

     

    
      	
               

            	
              (iv)

            	
              within
                60 days following the Second Put Period in the circumstances described
                in
                clause (ii) of Section 6.8(a), or such longer
                period as GSCP and CanWest may
                agree.

            


    

     

    
      	
               

            	
              (b)

            	
              In
                the Notice of Sale, the GS Parties shall irrevocably offer to sell
                all of
                their Shares (the “Offered Shares”), for cash, free and
                clear of all encumbrances (other than encumbrances pursuant to this
                Agreement and under applicable laws) to CanWest at the price (the
                “Offer Price”) and on the other terms and conditions set
                forth in the Notice of Sale.

            


    

     

    
      	
               

            	
              (c)

            	
              Within
                30 days after the Notice of Sale is deemed (pursuant to Section 9.9) to have been received by CanWest
                (the
                “Offer Period”) CanWest may give to GSCP a notice in
                writing (an “Acceptance Notice”) accepting the offer
                contained in the Notice of Sale.  If CanWest gives an Acceptance
                Notice within the Offer Period confirming its agreement to purchase
                all of
                the Offered Shares, the sale of the Offered Shares to CanWest shall
                be
                completed within 60 days of the expiry of the Offer Period and any
                financial advisory fees associated with such sale (other than those
                of any
                financial advisor retained by CanWest or the Corporation) shall be
                borne
                by GSCP.

            


    

     

    
      	
               

            	
              (d)

            	
              If
                GSCP does not receive an Acceptance Notice from CanWest within the
                Offer
                Period confirming its agreement to purchase all of the Offered Shares,
                CanWest’s rights to purchase the Offered Shares shall, subject to Section
                6.8(f), cease at the end of the Offer Period
                and the GS Parties may cause all of the Shares to be sold to any
bona
                fide Arm’s Length third party or parties (provided that such parties
                may include entities in which GSCP and its Affiliates hold less than
                10%
                of an equity interest) within 180 days after entering into a definitive
                agreement with respect to such a sale (which agreement must be entered
                into no later than 180 days after the expiry of the Offer Period)
                (the
                “Third Party Sale Period”), for a price in cash that is
                no less than the Offer Price and on other terms and conditions no
                more
                favourable to the purchaser or purchasers than those set out in the
                Notice
                of Sale (a “Third Party Sale”).  The GS Parties
                shall use their reasonable commercial efforts to complete any such
                Third
                Party Sale as soon as possible.  The Corporation and the CanWest
                Parties each agree to cooperate with and assist GSCP with the sale
                process
                (including by providing potential purchasers designated by GSCP with
                confidential information regarding the Corporation (subject to a
                customary
                confidentiality agreement) and with access to management).  GSCP
                and CanWest, each acting reasonably, will agree on any financial
                advisor
                retained to assist with such sale process and on the terms (including
                compensation) of any such retainer.

            


    

     

    
      	
               

            	
              (e)

            	
              In
                such case, the CanWest Parties shall sell their Shares at the same
                price
                and on the same terms and conditions as the GS Parties sell their
                Shares,
                as part of such Third Party Sale, subject to the right of the GS
                Parties
                to receive no less than the

            


    

     


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              Put
                Shortfall Price plus the IRR Adjustment contemplated by Section 6.7(c) with respect of any Put Shortfall
                Shares.

            


    

     

    
      	
               

            	
              (f)

            	
              If
                GSCP determines that the GS Parties can only complete a Third Party
                Sale
                within the Third Party Sale Period at a price in cash that is below
                the
                Offer Price or on other terms and conditions more favourable to the
                bona fide Arm’s Length purchaser or purchasers than those set out
                in the Notice of Sale, it may, by providing notice in writing (a
                “Notice of Modification”) to CanWest no later than 180
                days after the expiry of the Offer Period, specify the bona fide
                Arm’s Length purchaser or purchasers who have agreed to purchase
                the
                Shares and the price at which, and the other terms and conditions
                upon
                which, such purchaser or purchasers have agreed to purchase the Shares
                (the “Modified Terms”).  The Notice of
                Modification shall be accompanied by a true and complete copy of
                the
                agreement or agreements pursuant to which such bona fide Arm’s
                Length purchaser or purchasers have agreed to purchase the Shares
                setting
                out the Modified Terms (the “Third Party Sale
                Agreement”).  Within 30 days after a notice of
                Modification is deemed (pursuant to Section 9.9) to have been received by CanWest
                (the
                “Modified Offer Period”), CanWest may give to GSCP a
                notice in writing (a “Modified Acceptance Notice”)
                accepting the offer contained in the Notice of Sale as modified by
                the
                Notice of Modification.  If CanWest gives a Modified Acceptance
                Notice within the Modified Offer Period confirming its agreement
                to
                purchase all of the Offered Shares, the sale of the Offered Shares
                to
                CanWest shall be completed within 60 days of the expiry of the Modified
                Offer Period and the GS Parties shall indemnify CanWest and its Affiliates
                and the Corporation and its Subsidiaries and hold them harmless in
                respect
                of any break or incentive fees or reimbursement of expenses offered
                or
                agreed to be provided to any third party purchasers in connection
                with any
                offers made by them for the Shares as well as in respect of any other
                expenses (including legal and financial advisory fees and expenses)
                incurred by the GS Parties or the Corporation and its Subsidiaries
                in
                connection with the sale of the
                Shares.

            


    

     

    
      	
               

            	
              (g)

            	
              If
                GSCP does not receive a Modified Acceptance Notice from CanWest within
                the
                Modified Offer Period confirming its agreement to purchase all of
                the
                Offered Shares, CanWest’s rights to purchase the Offered Shares shall
                cease at the end of the Modified Offer Period and the GS Parties
                may cause
                all of the Shares to be sold pursuant to the Third Party Sale
                Agreement.  In such case, the CanWest Parties shall sell their
                Shares at the same price and on the same terms and conditions as
                the GS
                Parties sell their Shares pursuant to the Third Party Sale Agreement,
                subject to the right of the GS Parties to receive no less than the
                Put
                Shortfall Price plus the IRR Adjustment contemplated by Section 6.7(c) with respect of any Put Shortfall
                Shares.

            


    

     

    
      	
               

            	
              (h)

            	
              If
                the GS Parties do not conclude a sale of their Shares pursuant to
                this
                Section 6.8 to a third party or parties prior
                to the expiry of the Third Party Sale Period or to CanWest pursuant
                to
                Sections 6.8(c) or 6.8(f), they
                shall have no further rights
                pursuant to this Section 6.8 and their rights
                to sell their Shares shall be limited to those provided pursuant
                to
                Section 6.9.

            


    

     


    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (i)

            	
              All
                notices under this Section 6.8 shall be given
                concurrently to all Shareholders and to the
                Corporation.

            


    

     

    
      	
               

            	
              (j)

            	
              To
                permit the practical implementation of this Section 6.8, no Shares may be sold by any Shareholder
                as
                part of or incidental to the sale of any other assets or any other
                transaction.

            


    

     

    
      	
              6.9

            	
              Registration
                Rights

            


    

     

    If
      GSCP,
      having initiated a sale process pursuant to Section 6.8 by issuing a Notice of Sale and the GS Parties
      having used all commercially reasonable efforts acting in good faith to complete
      a sale of the GS Shares pursuant to Section 6.8,
      fail to sell all of the GS Shares pursuant to Section 6.8, GSCP shall be entitled to require the Corporation
      to effect an initial public offering of the GS Shares in accordance with the
      provisions of Schedule 6.9, in which case the
      Parties shall have the benefit of the rights and be subject to the obligations
      provided for pursuant to such Schedule.  If GSCP exercises this right
      to require an initial public offering, prior to the completion of such offering
      the names of the Corporation and it Subsidiaries will, at the option of GSCP,
      be
      changed to names determined by GSCP (with the consent of CanWest, not to be
      unreasonably withheld) that do not include the terms “CanWest” or
“CW”.

     

    
      	
              6.10

            	
              Insolvency
                Event

            


    

     

    
      	
               

            	
              (a)

            	
              Notwithstanding
                the other provisions of this Article 6, if an
                Insolvency Event occurs in respect of CanWest and is continuing,
                the GS
                Parties shall be entitled to sell all of their Shares to any bona
                fide Arm’s Length third party or parties at a price and on other
                terms and conditions negotiated by GSCP in its discretion provided
                that
                such third party or parties acquires all of the Shares held by the
                CanWest
                Parties at the same price and on the same terms and conditions, and
                in
                such event, the CanWest Parties shall sell their Shares to such third
                party or parties at such price and on such terms and
                conditions.  The Corporation and the CanWest Parties each agree
                to cooperate with and assist GSCP with the sale process (including
                by
                providing potential purchasers designated by GSCP with confidential
                information regarding the Corporation (subject to a customary
                confidentiality agreement) and with access to
                management).

            


    

     

    
      	
               

            	
              (b)

            	
              If
                the GS Parties cause a sale pursuant to Section 6.10(a) prior to the completion of the
                Combination Transaction, for purposes of determining the relevant
                entitlement of the GS Parties and the CanWest Parties to the net
                proceeds
                of such sale:

            


    

     

    
      	
               

            	
              (i)

            	
              the
                GS Equity Value will be determined using a rate equal to the GS Rate
                of
                Return (determined in accordance with Schedule 1.1(b) but with “Combined
                EBITDA” referring to Combined EBITDA for the 12 month period ending at the
                end of the month immediately preceding the date of completion of
                such
                sale), compounded annually from the date of this Agreement to the
                date of
                completion of such sale; and

            


    

     


    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (ii)

            	
              to
                the extent the aggregate proceeds of such sale to the GS Parties
                are less
                than the GS Equity Value determined in accordance with clause (i)
                of this
                Section 6.10(b), the Contributed Business
                will be required to pay the amount of such shortfall to the GS Parties
                (for the avoidance of doubt, the recourse of the GS Parties in enforcing
                this clause (ii) shall be limited to the net assets of the Contributed
                Business).

            


    

     

    
      	
              6.11

            	
              Equity
                Adjustments and Related
                Guarantees

            


    

     

    
      	
               

            	
              (a)

            	
              To
                the extent that a Party (an “Indemnified Party”) or a
                Separation Affiliate of an Indemnified Party is entitled to any indemnity
                pursuant to Article VI of the Separation Agreement (a “Separation
                Indemnity”) or a Party or an Affiliate of such Party has made an
                Excess Advance (as defined in the Tax Shelter Agreement) and that
                indemnity has not been satisfied by the Party obligated to pay it
                or such
                Excess Advance has not been repaid to such Indemnified Party by the
                Defaulting Shareholder (as defined in the Tax Shelter Agreement)
                (such
                Party obligated to pay or such Defaulting Shareholder, the
                “Indemnifying Party”) or a Separation Affiliate of the
                Indemnifying Party where such Separation Affiliate is obligated to
                pay it,
                within 10 Business Days after a final resolution of such indemnification
                matter in accordance with the dispute resolution provisions of the
                Separation Agreement or the Tax Shelter Agreement, as the case may
                be,
                (or, if earlier, within 15 Business Days of the date on which the
                Indemnified Party provides Notice of its demand for such payment
                to the
                Indemnifying Party if the Indemnifying Party does not in good faith
                provide a written objection to the Indemnified Party or its applicable
                Separation Affiliate within such 15 Business Day period), such indemnity
                obligation may at the option of the Indemnified Party be satisfied
                by a
                Transfer of Shares (the “Transferred Shares”) from the
                Indemnifying Party or its Separation Affiliates to the Indemnified
                Party
                or its Separation Affiliates with a value equal to the amount of
                the
                indemnity (the “Indemnity Amount”) or otherwise secured
                against the Shares held by the Indemnifying Party and its Separation
                Affiliates (in which case such indemnity obligation shall be deemed
                to be
                satisfied to the extent the value of such Transferred Shares was
                equal to
                the Indemnity Amount), as the Indemnified Party shall
                determine.  If Shares held by any GS Parties are transferred
                pursuant to this Section 6.11 prior to the
                Combination Date, the GS Initial Investment will be reduced by the
                Indemnity Amount.  Any Transferred Shares shall be valued as
                follows:

            


    

     

    
      	
               

            	
              (i)

            	
              if
                such Transferred Shares are transferred prior to the Combination
                Date, at
                the effective price at which such Transferred Shares were originally
                issued (for the avoidance of doubt, without any return on such Transferred
                Shares at the GS Rate of Return or otherwise);
                and

            


    

     

    
      	
               

            	
              (ii)

            	
              if
                such Transferred Shares are transferred on or after the Combination
                Date,
                at a price determined in the same manner as the CanWest Call Price,
                calculated using the Combined EBITDA for the 12-month period ended
                at the
                end of the month immediately prior to the effective date of such
                transfer
                (except that for purposes of calculating Equity Value,
                Combined

            


    

     


    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              EBITDA
                shall be calculated as the actual Combined EBITDA without any reference
                to
                any Floor Amount and the Minimum TEV shall not apply) and Net Debt
                as of
                the end of the month immediately prior to the effective date of such
                transfer.

            


    

     

    “Separation
      Affiliate” means, in the case of CanWest, the Corporation and its
      Subsidiaries and their successors and in the case of GSCP, Entertainment Holdco
      AB, Inc., 4437497 Canada Inc., Alliance Distribution Holdings S.ar.l, 4437519
      Canada Inc. and 4414608 Canada Inc. and their Subsidiaries and their
      successors.  If the Transferred Shares are held by a Person that is a
      non-resident of Canada for purposes of the Tax Act, the provisions of Section
7.4 shall apply in respect of the Transfer, except
      that if the transferee of the Transferred Shares becomes obliged to withhold
      and
      remit an amount under section 116 of the Tax Act (and Section 7.4), such Person shall either:

     

    
      	
               

            	
              (i)

            	
              provide
                the amount of the required remittance to the transferee at least
                two
                Business Days prior to the date on which such required remittance
                must be
                made; or

            


    

     

    
      	
               

            	
              (ii)

            	
              Transfer
                additional Shares to the transferee at least two Business Days prior
                to
                the date on which such required remittance must be made, which additional
                Shares shall have a value (determined in accordance with this Section
6.11(a)) equal to one-third of the value of
                the
                Transferred Shares, for a cash purchase price and the transferee
                shall
                withhold and remit the entire purchase price for such additional
                Shares to
                the Receiver General of Canada.

            


    

     

    
      	
               

            	
              (b)

            	
              If
                GSCP or CanWest, as the case may be, together with its Affiliates,
                ceases
                to hold at least 10% of all of the issued and outstanding Shares,
                such
                Party (the “Guaranteeing Party”) shall guarantee to the
                other Party and its Separation Affiliates (the “Guaranteed
                Parties”) and indemnify the Guaranteed Parties in respect of the
                due payment, repayment or satisfaction, as applicable, as and when
                due, of
                any Separation Indemnity or Excess Advance owing or potentially owing
                by
                the Guaranteeing Party and its Separation Affiliates to any of the
                Guaranteed Parties, provided that with respect to such guarantee
                and
                indemnity:

            


    

     

    
      	
               

            	
              (i)

            	
              such
                guarantee and indemnity shall be absolute, unconditional, present
                and
                continuing and in no way conditional or contingent upon any event,
                circumstance, action or omission which might in any way discharge
                a
                guarantor or surety;

            


    

     

    
      	
               

            	
              (ii)

            	
              the
                Guaranteed Parties shall first pursue the satisfaction of the Separation
                Indemnities or Excess Advances owing or potentially owing by means
                of a
                Transfer of Transferred Shares as contemplated by Section 6.11(a) so long as the Guaranteeing Party
                continues to hold any Shares, before pursuing a claim against such
                Guaranteeing Party pursuant to this Section 6.11(b) (for the avoidance of doubt, nothing
                shall prevent a Guaranteed Party
                from

            


    

     




    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              submitting
                Notice of any such claim prior to such time pursuant to clause (iii)
                of
                this Section 6.11(b));

            


    

     

    
      	
               

            	
              (iii)

            	
              liability
                shall be limited to those matters in respect of which a claim has
                been
                submitted in good faith by Notice to the Guaranteeing Party on or
                prior to
                the date on which the Guaranteeing Party and its Affiliates cease
                to hold
                any Shares;

            


    

     

    
      	
               

            	
              (iv)

            	
              liability
                shall be limited to the lesser of:

            


    

     

    
      	
               

            	
              (A)

            	
              an
                amount equal to the aggregate gross proceeds received by the GS Parties
                on
                the sale of their Shares (it being understood that a transfer of
                Transferred Shares pursuant to this Section 6.11 shall not be deemed to be a “sale” for
                purposes of this clause (iv)(A) of Section 6.11(b);
                and

            


    

     

    
      	
               

            	
              (B)

            	
              an
                amount equal to the GS Equity
                Value;

            


    

     

    
      	
               

            	
              (v)

            	
              liability
                shall not extend past, and shall terminate on, December 31, 2016,
                ● [TEXT REDACTED*],
                except:

            


    

     

    
      	
               

            	
              (A)

            	
              to
                the extent the Guaranteeing Party has delayed resolution of any Dispute
                relating to such liability other than in connection with the good
                faith
                defence of such liability; and

            


    

     

    
      	
               

            	
              (B)

            	
              in
                respect of any Disputes for which proceedings have been commenced
                in good
                faith prior to such date pursuant to Section 9.3, GSCP and its affiliated investment
                funds
                shall reserve and provide sufficiently for any such Disputes prior
                to
                disbursing their assets to investors and such liability shall extend
                past
                such date in respect of such reserves and provisions provided that
                the
                Guaranteed Parties continue to pursue such proceedings with reasonable
                diligence.

            


    

     

    
      	
              6.12

            	
              Required
                Sale of Regulated Assets

            


    

     

    If
      the
      acquisition of the Deposited Securities (as defined in the Voting Trust
      Agreement) does not receive the approval of the CRTC on terms reasonably
      acceptable to each of GSCP and CanWest, acting in good faith, after the Parties
      have exhausted all reasonable rights of appeal, reapplication and review
      relating to such failure to obtain such approval, and the Trustee is required
      to
      sell any of the Deposited Securities or any assets of the Regulated Entities
      (as
      defined in the Voting Trust Agreement), as the case may be, the proceeds of
      any
      such sale shall be allocated as follows:

     

    

      

    

      
      
        	
                *

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

              


      

       

    


    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    


    (a)           first,
      as provided in the Voting Trust Agreement to the payment of the compensation
      of
      the Trustee and the charges and expenses incurred by the Trustee;

     

    
      	
               

            	
              (b)

            	
              second,
                to the payment of any taxes incurred in connection with such
                sale;

            


    

     

    
      	
               

            	
              (c)

            	
              third,
                to the Corporation and its Subsidiaries to repay the Indebtedness
                of the
                Corporation and its Subsidiaries (and the Corporation and its Subsidiaries
                will apply such funds to the repayment of such Indebtedness);
                and

            


    

     

    
      	
               

            	
              (d)

            	
              fourth,
                to CanWest Holdco, GS Shareholder Holdco One and GS Shareholder Holdco
                Two
                pro rata based upon the amount of their respective equity
                interests in the Corporation:

            


    

     

    
      	
               

            	
              (i)

            	
              in
                the case of GS Shareholder Holdco One and GS Shareholder Holdco Two,
                as a
                return of capital to the extent of available capital and then as
                a
                dividend, less applicable withholding taxes, (which, for the avoidance
                of
                doubt, will first reduce the amount of the GS Initial Investment
                and then,
                to the extent applicable will reduce the amount of any GS Additional
                Investment); and

            


    

     

    
      	
               

            	
              (ii)

            	
              in
                the case of CanWest Holdco, as a return of Capital or as dividends
                or a
                combination of both, as determined by CanWest Holdco in its discretion,
                subject to applicable laws.

            


    

     

    Any
      loss
      arising in connection with such sale shall be allocated to and borne by GSCP
      and
      CanWest as follows:

     

    
      	
               

            	
              (e)

            	
              GSCP
                as to 50%; and

            


    

     

    
      	
               

            	
              (f)

            	
              CanWest
                as to 50%.

            


    

     

    
      	
              6.13

            	
              Liquidation
                of 4414641 Canada Inc. 

            


    

     

    4414641
      Canada Inc. shall not be liquidated or dissolved on a voluntary basis without
      the prior consent in writing of GSCP.

     

    ARTICLE
      7

     

    ARRANGEMENTS
      REGARDING TRANSACTIONS

     

    
      	
              7.1

            	
              Financial
                Calculations

            


    

     

    
      	
               

            	
              (a)

            	
              The
                Parties shall cooperate fully in the calculation of (i) the GS
                Post-Combination Percentage Interest, (ii) the CanWest Call Price,
                (iii)
                the GS Put Price, (iv) the GS Equity Value, and (v) any other financial
                calculations required pursuant to this Agreement (the “Financial
                Calculations”).

            


    

     

    
      	
               

            	
              (b)

            	
              All
                Financial Calculations shall be calculated in accordance with GAAP
                consistent with those used in the Financial Statements subject, however,
                to the principles set forth in Schedule 7.1.

            


    

     


    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (c)

            	
              CanWest
                shall promptly prepare any required Financial Calculations in accordance
                with this Agreement and shall provide such Financial Calculations
                to GSCP
                in a timely manner (including, with respect to Section 6.7, no later than the beginning of the
                First
                Put Period and Second Put Period, as applicable) by notice in writing
                in
                such reasonable detail as to allow GSCP to understand how such Financial
                Calculations have been determined.  GSCP shall have a similar
                review period (with a right to make an Objection Notice (as defined
                below)
                and have such dispute arbitrated) after the delivery of the audited
                financial statements with respect to such period in respect of Financial
                Calculations derived from such audited financial statements, provided
                that
                GSCP shall not have a right to make an Objection Notice and have
                a dispute
                arbitrated in relation to such audited financial statements to the
                extent
                the subject matter and amount of any item in dispute had been the
                subject
                of an earlier Objection Notice in relation to the original Financial
                Calculations provided by CanWest.

            


    

     

    
      	
               

            	
              (d)

            	
              In
                the event that GSCP objects in good faith to any Financial Calculation,
                GSCP shall so advise CanWest by delivery to CanWest of a notice (an
                “Objection Notice”) within 20 days after the delivery to
                GSCP of the notice from CanWest setting out such Financial
                Calculation.  The Objection Notice shall set out the reasons for
                each of GSCP’s objections as well as each amount in dispute and reasonable
                details of the calculation of each such amount in
                dispute.

            


    

     

    
      	
               

            	
              (e)

            	
              CanWest
                shall give GSCP and its accountants access to its working papers
                relating
                to the preparation of any applicable Financial Calculations to enable
                GSCP
                to exercise its rights under this Section 7.1.  CanWest and GSCP shall attempt
                to resolve all of the items in dispute set out in any Objection Notice
                within 30 days of receipt by CanWest of any Objection
                Notice.  Any items in dispute not resolved within such 30 day
                period shall be referred as soon as possible thereafter by CanWest
                and
                GSCP to the Independent Auditor.  The Independent Auditor shall
                act as expert and not as arbitrator and shall be required to determine
                the
                items in dispute that have been referred to it as soon as reasonably
                practicable but in any event not later than 45 days after the date
                of
                referral of the dispute to it.  In making its determination, the
                Independent Auditor will only consider the issues in dispute placed
                before
                it.  CanWest and GSCP shall provide or make available all
                documents and information as are reasonably required by the Independent
                Auditor to make its determination.  The determination of the
                Independent Auditor shall be final and binding on the Parties and
                the
                applicable Financial Calculations shall be finalized in accordance
                with
                such determination.

            


    

     

    
      	
               

            	
              (f)

            	
              The
                fees and expenses of the Independent Auditor in acting in accordance
                with
                this Section 7.1 shall be shared equally by
                GSCP and CanWest, unless the Independent Auditor determines
                otherwise.

            


    

     


    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              7.2

            	
              Closing

            


    

     

    The
      following provisions shall apply to any Transfer of Shares between Shareholders
      or their Affiliates or between Shareholders or their Affiliates and the
      Corporation or its Affiliates pursuant to the terms of this
      Agreement:

     

    
      	
               

            	
              (a)

            	
              The
                Transfer shall be completed at the address specified for Notice to
                CanWest
                in or pursuant to Section 9.9, subject to
                Section 7.2(c), on the date on which the
                transaction is to be completed in accordance with this Agreement
                (the
                “Transfer Closing”).  At such time, the
                transferor(s) shall Transfer to the transferee(s) good title to the
                Shares
                being Transferred free and clear of all liens, charges and encumbrances
                and deliver to the transferee(s) certificates and other documents
                of title
                evidencing ownership of the Shares being Transferred, duly endorsed
                in
                blank for transfer by the holders of record.  In addition, the
                transferor(s) shall deliver to the Corporation (i) if it no longer
                holds
                any Shares, all records, accounts and other documents in its possession
                belonging to the Corporation, and (ii) to the extent that it no longer
                has
                the right to nominate a Director or Directors, the resignations and
                releases of those nominees on the Board (including the resignation
                of such
                Persons as officers of the Corporation), all such resignations to
                be
                effective no later than the time of delivery.  The transferee(s)
                shall deliver to the transferor(s) immediately available funds by
                wire
                transfer to an account or accounts specified in writing by the
                transferor(s) in full payment of the purchase price payable for the
                Shares
                being Transferred.

            


    

     

    
      	
               

            	
              (b)

            	
              If,
                at the time of Transfer Closing, a transferor fails to complete the
                subject transaction of purchase and sale, the transferee shall have
                the
                right, if it is not in default under this Agreement, without prejudice
                to
                any other rights which it may have, upon payment of the purchase
                price
                payable by it to the transferor at the time of Transfer Closing to
                the
                credit of the transferor in the main branch of the Corporation’s bank, to
                execute and deliver, on behalf of and in the name of the transferor,
                such
                deeds, transfers, share certificates, resignations or other documents
                that
                may be necessary to complete the subject transaction and the transferor
                hereby irrevocably appoints the transferee its attorney in that
                behalf.  Such appointment and power of attorney, being coupled
                with an interest, shall not be revoked by the insolvency or bankruptcy
                of
                the transferor and the transferor hereby ratifies and confirms and
                agrees
                to ratify and confirm all that the transferee may lawfully do or
                cause to
                be done by virtue of such appointment and
                power.

            


    

     

    
      	
               

            	
              (c)

            	
              If
                any Transfer is subject to notification to or approval of the CRTC
                or
                notification to or review under the provisions of the Investment
                Canada Act, the Competition Act (Canada) or the U.S.
                Hart-Scott-Rodino Antitrust Improvements Act of 1976 (or similar
                legislation), then (i) the Closing shall be conditional upon the
                approval
                or deemed approval of the appropriate Governmental Entities on terms
                and
                conditions satisfactory to the transferee, (ii) the Closing shall
                be
                delayed until the receipt of such approvals or deemed approvals,
                and (iii)
                the applicable Parties shall make such filings and take such other
                commercially reasonable actions as are necessary to complete such
                notifications or reviews or obtain such approvals as soon as reasonably
                practicable.

            


    

     


    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (d)

            	
              Upon
                any Transfer, $1.00 of the applicable consideration for such Shares
                shall
                be allocated to each Voting Share Transferred, with the remainder
                of such
                consideration allocated to the remainder of the Shares Transferred,
                and
                the transferor and transferee shall report the purchase and sale
                of the
                Shares so Transferred in any tax returns in accordance with this
                Section
                7.2(d).

            


    

     

    
      	
               

            	
              (e)

            	
              Upon
                any Transfer at a price determined by any Financial Calculations,
                to the
                extent such Financial Calculations are not finally determined in
                accordance with Section 7.1 at the date of
                the Transfer Closing in respect of such
                Transfer:

            


    

     

    
      	
               

            	
              (i)

            	
              CanWest
                shall, prior to such Transfer Closing, make a good faith estimate
                of such
                Financial Calculations and provide such estimate to GSCP by
                Notice;

            


    

     

    
      	
               

            	
              (ii)

            	
              such
                Transfer shall be effected on the date of the Transfer Closing at
                the
                price (the “Estimated Price”) determined in accordance
                with such estimate of such Financial Calculations;
                and

            


    

     

    
      	
               

            	
              (iii)

            	
              as
                soon as reasonably practicable following the final determination
                of such
                Financial Calculations in accordance with Section 7.1, the Parties shall readjust the Estimated
                Price in accordance with such final Financial Calculations,
                and:

            


    

     

    
      	
               

            	
              (A)

            	
              any
                resulting increase in the applicable price from the Estimated Price
                shall
                be paid by the transferee to the transferor;
                or

            


    

     

    
      	
               

            	
              (B)

            	
              any
                resulting decrease in the applicable price from the Estimated Price
                shall
                be paid by the transferor to the
                transferee;

            


    

     

    together
      with interest at the rate per annum equal to the rate quoted by the Bank of
      Nova
      Scotia on the date of the Transfer Closing 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” from the date of the
      Transfer Closing to the date of payment of such subsequent readjustment less
      any
      applicable withholding taxes.

     

    
      	
              7.3

            	
              Exercise
                of Liquidity Options Prior to the Combination
                Transaction

            


    

     

    In
      connection with any exercise of a CanWest Call or the First GS Put, the
      Shortfall Put or the Second GS Put prior to the completion of the Combination
      Transaction as a result of any delay in, restriction on or prohibition with
      respect to such completion:

     

    
      	
               

            	
              (a)

            	
              the
                relevant Financial Calculations shall be made on a pro forma
                basis, as if the Combination Transaction had been completed;
                and

            


    

     

    
      	
               

            	
              (b)

            	
              the
                Contributed Business shall provide financial support to the Corporation
                to
                assist it in purchasing the applicable Shares (including by incurring
                Indebtedness or otherwise raising financing for such purchase and
                lending
                or otherwise contributing funds to the Corporation (it being understood
                and agreed that any

            


    

     




    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              such
                incurrence of Indebtedness and any such loan to the Corporation shall
                not
                be double-counted for purposes of the Financial
                Calculations).

            


    

     

    
      	
              7.4

            	
              Section
                116 Certificate and other
                Withholding

            


    

     

    
      	
               

            	
              (a)

            	
              In
                connection with the Transfer of any Shares owned by a non-resident
                of
                Canada for the purposes of the Tax Act, the transferor shall take
                all
                reasonable steps to obtain and deliver to the transferee on or before
                the
                Transfer Closing a certificate issued by the Minister of National
                Revenue
                under subsection 116(2) of the Tax Act (a “Section 116
                Certificate”).  The transferee shall take all
                reasonable steps to notify the transferor of the name of the transferee
                as
                soon as reasonably practicable.

            


    

     

    
      	
               

            	
              (b)

            	
              If
                a Section 116 Certificate is so delivered to the transferee, the
                transferee shall be entitled to withhold from the purchase price
                25% of
                the amount, if any, by which the purchase price exceeds the certificate
                limit as defined in subsection 116(2) of the Tax Act and fixed by
                the
                Minister of National Revenue in such
                certificate.

            


    

     

    
      	
               

            	
              (c)

            	
              If
                a Section 116 Certificate is not so delivered, the transferee shall
                be
                entitled to withhold from the purchase price an amount equal to 25%
                of the
                purchase price.

            


    

     

    
      	
               

            	
              (d)

            	
              If
                the transferee has withheld any amount under the provisions of Section
7.4(b) or 7.4(c)
                and the transferor delivers to the transferee, after the Transfer
                Closing
                and within 26 days after the end of the month in which the Transfer
                Closing occurs, a Section 116 Certificate or a certificate issued
                by the
                Minister of National Revenue under subsection 116(4) of the Tax Act,
                the
                transferee shall:

            


    

     

    
      	
               

            	
              (i)

            	
              where
                a Section 116 Certificate is delivered, pay forthwith to the Receiver
                General for Canada 25% of the amount, if any, by which the purchase
                price
                exceeds the certificate limit fixed in any such Section 116 Certificate,
                and the amount so paid shall be credited to the transferee as payment
                on
                account of the purchase price; and

            


    

     

    
      	
               

            	
              (ii)

            	
              pay
                forthwith to the transferor any amount that the transferee has withheld
                and is not required to pay to the Receiver General for Canada in
                accordance with clause (i) of this Section 7.4(d), and the amount so paid shall be credited
                to the transferee as payment on account of the purchase
                price.

            


    

     

    
      	
               

            	
              (e)

            	
              If
                the transferee has withheld any amount under the provisions of Sections
7.4(b) or 7.4(c)
                and within 26 days after the end of the end of the month in which
                the
                Transfer Closing occurs the transferor has provided the transferee
                with a
                copy of a letter, satisfactory as to content to the transferee, acting
                reasonably, confirming receipt of a section 116 application and advising
                that the Canada Revenue Agency (“CRA”) will not enforce
                the remittance of funds as required by subsection 116(5) and that
                no
                penalty or interest will be charged against the transferee (a “CRA
                Letter”) in relation to the disposition of the Shares, then the
                transferee shall not pay the withheld amount to the Receiver General
                for
                Canada until such

            


    

     


    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              time
                as either (i) the CRA requests remittance of the withheld amount
                in which
                case the transferee shall pay forthwith the withheld amount to the
                Receiver General for Canada and the amount so paid shall be credited
                to
                the transferee as payment on account of the purchase price, or (ii)
                the
                transferor delivers to the transferee a Section 116 Certificate or
                a
                certificate issued by the Minister of National Revenue under subsection
                116(4) of the Tax Act, in which case the transferee
                shall:

            


    

     

    
      	
               

            	
              (i)

            	
              pay
                forthwith to the Receiver General for Canada 25% of the amount, if
                any, by
                which the purchase price exceeds the certificate limit fixed in any
                such
                section 116 certificate, and the amount so paid shall be credited
                to the
                transferee as payment on account of the purchase price;
                and

            


    

     

    
      	
               

            	
              (ii)

            	
              pay
                forthwith to the transferor any amount that the transferee has withheld
                and is not required to pay to the Receiver General for Canada in
                accordance with clause (i) of this Section 7.4(e), and the amount so paid shall be credited
                to the transferee as payment on account of the purchase
                price.

            


    

     

    
      	
               

            	
              (f)

            	
              If
                the transferee has withheld any amount under the provisions of Section
7.4(b) or 7.4(c)
                and no certificate has been delivered to the transferee by the transferor
                in accordance with the provisions of Section 7.4(d) and a CRA Letter has not been received
                in
                accordance with Section 7.4(e), such amount
                shall be paid by the transferee to the Receiver General for Canada
                on the
                30th day after the end of the month in which the Transfer Closing
                occurs
                on account of the transferee’s liability pursuant to subsection 116(5) of
                the Tax Act, and the amount so paid shall be credited to the transferee
                as
                payment on account of the purchase
                price.

            


    

     

    
      	
               

            	
              (g)

            	
              If
                the transferee withholds an amount pursuant to Sections 7.4(b) or (c), the transferee shall invest,
                on
                behalf of the transferor, the withheld amount in one or more investments
                the interest on which is not subject to tax under Part XIII of the
                Tax Act
                from the Transfer Closing until the time that the withheld amount
                is
                released to the transferor and/or paid to the Receiver General for
                Canada
                in accordance with Sections 7.4(d), 7.4(e) or 7.4(f).  At
                such time as the
                transferee releases any withheld amount to the transferor or pays
                any
                withheld amount to the Receiver General for Canada, it shall pay
                to the
                transferor the interest accrued on such amount to the date of such
                release
                or remittance, as the case may be.

            


    

     

    
      	
               

            	
              (h)

            	
              Upon
                the Transfer of any Shares owned by a non-resident of Canada for
                purposes
                of the Tax Act, the transferee shall be entitled to withhold from
                the
                purchase price any amount payable under Part XIII of the Tax Act
                and remit
                such amount to the Receiver General for Canada on account of the
                transferor.

            


    

     


    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              Article
                8

            


    

     

    
      	
               

            	
              Representations
                and warranties

            


    

     

    
      	
              8.1

            	
              Representations
                and Warranties of the GS
                Parties

            


    

     

    The
      GS
      Parties jointly and severally represent and warrant to the CanWest Parties
      the
      matters set out below.

     

    
      	
               

            	
              (a)

            	
              Each
                GS Party is duly created and organized and validly existing under
                the laws
                of its jurisdiction of incorporation or formation and has all necessary
                power, authority and capacity to own its assets and to conduct its
                business as presently owned and
                conducted.

            


    

     

    
      	
               

            	
              (b)

            	
              Each
                GS Party has all necessary power, authority and capacity to enter
                into
                this Agreement and each Related Agreement to be executed by such
                GS Party
                and to carry out its obligations under this Agreement and such Ancillary
                Agreements.  The execution and delivery of this Agreement and
                each Related Agreement to be executed by it and the performance of
                its
                obligations under this Agreement and such Ancillary Agreements have
                been
                duly authorized by all necessary action on the part of each GS
                Party.

            


    

     

    
      	
               

            	
              (c)

            	
              This
                Agreement and each Related Agreement to be executed by it has been
                duly
                executed and delivered by each GS Party and constitutes a valid and
                binding obligation of each applicable GS Party enforceable against
                it in
                accordance with its terms.

            


    

     

    
      	
               

            	
              (d)

            	
              The
                execution, delivery and performance by the GS Parties of this Agreement
                and the Ancillary Agreements and the consummation by the GS Parties
                of the
                Combination Transaction will not result in a violation or breach
                of,
                require any consent to be obtained under or give rise to any termination
                rights or payment obligation under:

            


    

     

    
      	
               

            	
              (i)

            	
              any
                provision of the constating documents of any GS
                Party;

            


    

     

    
      	
               

            	
              (ii)

            	
              any
                resolution of the shareholders or board of directors of any GS
                Party;

            


    

     

    
      	
               

            	
              (iii)

            	
              subject
                to obtaining CRTC approval and any other regulatory notifications,
                filings
                and approvals required in connection with the consummation of the
                Combination Transaction, any applicable Laws;
                or

            


    

     

    
      	
               

            	
              (iv)

            	
              any
                material contract to which any of the GS Parties or its Subsidiaries
                is a
                party or by which any of them is bound or their respective properties
                or
                assets are bound;

            


    

     

    or
      give
      rise to any right of termination or acceleration of indebtedness, or cause
      any
      third party indebtedness to come due before its stated maturity or cause any
      available credit to cease to be available where such event would materially
      impair any GS Party’s ability to complete or materially prevent it from
      completing the Combination Transaction.

     


    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    


    (e)           No
      consent, approval, order or authorization of, or declaration or filing with,
      any
      Governmental Entity or other Person is required on the part of any GS Party
      in
      connection with the execution, delivery or performance of the Arrangement
      Agreement, this Agreement, any of the Ancillary Agreements or any other
      documents and agreements to be delivered under the Arrangement Agreement, this
      Agreement or any of the Ancillary Agreements other than the Regulatory Approvals
      (as defined for purposes of the Arrangement Agreement), CRTC approval and any
      other regulatory approvals required in connection with the consummation of
      the
      Combination Transaction.

     

    
      	
              8.2

            	
              Representations
                and Warranties of the CanWest
                Parties

            


    

     

    The
      CanWest Parties jointly and severally represent and warrant to the GS Parties
      the matters set out below.

     

    
      	
               

            	
              (a)

            	
              Each
                CanWest Party is a corporation duly incorporated and validly existing
                under the laws of Manitoba and has all necessary corporate power,
                authority and capacity to own its assets and to conduct its business
                as
                presently owned and conducted.

            


    

     

    
      	
               

            	
              (b)

            	
              Each
                CanWest Party has all necessary corporate power, authority and capacity
                to
                enter into this Agreement and each Related Agreement to be executed
                by
                such CanWest Party and to carry out its obligations under this Agreement
                and such Ancillary Agreements.  The execution and delivery of
                this Agreement and each Related Agreement to be executed by it and
                the
                consummation of the transactions contemplated by this Agreement and
                such
                Ancillary Agreements have been duly authorized by all necessary corporate
                action on the part of each CanWest
                Party.

            


    

     

    
      	
               

            	
              (c)

            	
              This
                Agreement and each Related Agreement to be executed by it has been
                duly
                executed and delivered by each CanWest Party and constitutes a valid
                and
                binding obligation of each applicable CanWest Party enforceable against
                it
                in accordance with its terms.

            


    

     

    
      	
               

            	
              (d)

            	
              The
                execution, delivery and performance by the CanWest Parties of this
                Agreement and the Ancillary Agreements and the consummation by the
                CanWest
                Parties of the Combination Transaction will not result in a violation
                or
                breach of, require any consent to be obtained under or give rise
                to any
                termination rights or payment obligation
                under:

            


    

     

    
      	
               

            	
              (i)

            	
              any
                provision of the articles, by-laws or other constating documents
                of any
                CanWest Party;

            


    

     

    
      	
               

            	
              (ii)

            	
              any
                resolution of the shareholders or board of directors of any CanWest
                Party;

            


    

     

    
      	
               

            	
              (iii)

            	
              subject
                to obtaining CRTC approval and any other regulatory notifications,
                filings
                and approvals required in connection with the consummation of the
                Combination Transaction, any applicable Laws;
                or

            


    

     


    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (iv)

            	
              any
                material contract to which any of the CanWest Parties or its Subsidiaries
                is a party or by which any of them is bound or their respective properties
                or assets are bound;

            


    

     

    or
      give
      rise to any right of termination or acceleration of indebtedness, or cause
      any
      third party indebtedness to come due before its stated maturity or cause any
      available credit to cease to be available where such event would materially
      impair any CanWest Party’s ability to complete or materially prevent it from
      completing the Combination Transaction.

     

    
      	
               

            	
              (e)

            	
              No
                consent, approval, order or authorization of, or declaration or filing
                with, any Governmental Entity or other Person is required on the
                part of
                any CanWest Party in connection with the execution, delivery or
                performance of the Arrangement Agreement, this Agreement, any of
                the
                Ancillary Agreements or any other documents and agreements to be
                delivered
                under the Arrangement Agreement, this Agreement or any of the Ancillary
                Agreements other than the Regulatory Approvals (as defined for purposes
                of
                the Arrangement Agreement), CRTC approval and any other regulatory
                approvals required in connection with the consummation of the Combination
                Transaction.

            


    

     

    
      	
               

            	
              (f)

            	
              Each
                CanWest Party is a “Canadian” as such term is defined in the
                Investment Canada Act.

            


    

     

    
      	
               

            	
              (g)

            	
              Each
                CanWest Party is not a “non-resident” of Canada within the meaning of the
                Tax Act.

            


    

     

    
      	
               

            	
              (h)

            	
              Each
                CanWest Party is a “Canadian” within the meaning of the Direction to the
                CRTC (Ineligibility of
                Non-Canadians).

            


    

     

    
      	
              8.3

            	
              Indemnity
                Agreement

            


    

     

    The
      indemnification provisions in Article 3 of the Indemnity Agreement are the
      sole
      and exclusive remedy for breaches of the representations and warranties in
      Sections 8.1 and 8.2,
      except with respect to fraud or intentional misrepresentation.

     

    ARTICLE
      9

     

    GENERAL

     

    
      	
              9.1

            	
              Confidentiality

            


    

     

    
      	
               

            	
              (a)

            	
              None
                of the Parties shall, at any time or under any circumstances, without
                the
                unanimous consent of the Shareholders and the Corporation, directly
                or
                indirectly communicate or disclose to any Person (other than its
                directors, officers, employees, agents, advisors and representatives
                as
                reasonably necessary in connection with its interest in the Corporation,
                and to those of the other Parties) or make use of (except in connection
                with its interest in the Corporation and, in the case of the CanWest
                Parties, in connection with the Contributed Business) any confidential
                knowledge or information howsoever acquired by such Party
                relating

            


    

     




    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              to
                or concerning the customers, products, technology, trade secrets,
                systems
                or operations, or other confidential information regarding the property,
                business or affairs, of the Corporation or any of its Subsidiaries,
                including Confidential Arbitration Information (“Confidential
                Information”).  However, the foregoing obligation of
                confidentiality shall not apply to:

            


    

     

    
      	
               

            	
              (i)

            	
              information
                that is or becomes generally available to the public (other than
                by
                disclosure by such Party or its employees, agents, advisors or
                representatives contrary to this
                Section);

            


    

     

    
      	
               

            	
              (ii)

            	
              information
                that is reasonably required to be disclosed by a Party to protect
                its
                interests in connection with any valuation or legal proceeding under
                this
                Agreement;

            


    

     

    
      	
               

            	
              (iii)

            	
              information
                that is required to be disclosed by law or by the applicable regulations
                or policies of any regulatory agency of competent jurisdiction or
                any
                stock exchange; or

            


    

     

    
      	
               

            	
              (iv)

            	
              disclosure
                of information by a Party in connection with a proposed Transfer
                of an
                interest in the Corporation provided such Party obtains a prior written
                covenant of confidentiality from the Person to whom it proposes to
                disclose such information in a form acceptable to the Corporation,
                acting
                reasonably.

            


    

     

    
      	
               

            	
              (b)

            	
              Each
                of the Parties acknowledges that disclosure of any Confidential
                Information in contravention of this Section 9.1 may cause significant harm to the
                Corporation and its Subsidiaries and that remedies at law may be
                inadequate to protect against a breach of this Section 9.1.  Accordingly, the Corporation
                shall be entitled, in addition to any other relief available to it,
                to the
                granting of injunctive relief without proof of actual damages or
                the
                requirement to establish the inadequacy of any of the other remedies
                available to it.  None of the Parties shall assert any defence
                in Proceedings regarding the granting of an injunction or specific
                performance based on the availability to the Corporation of any other
                remedy.

            


    

     

    
      	
              9.2

            	
              Non-Competition

            


    

     

    
      	
               

            	
              ●  [SECTION
                REDACTED*]

            


    

     

    
      	
              9.3

            	
              Arbitration

            


    

     

    
      	
               

            	
              (a)

            	
              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, other than a controversy or dispute with respect to any
                Financial Calculations which is to be resolved in accordance with
                Section
                7.1, (a “Dispute”), shall be
                referred to and

            


    

     

    

      

    

      
      
        	
                *

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

              


      

       

    


    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              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 International Commercial Arbitration
                Act, R.S.O. 1990 c. I.9 (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 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 9.3 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

            


    

     


    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              confidentiality
                undertaking from its legal counsel, independent experts and consultants
                regarding the Confidential Arbitration
                Information.

            


    

     

    
      	
              9.4

            	
              Application
                of this Agreement

            


    

     

    The
      terms
      of this Agreement shall apply mutatis mutandis to any
      shares:

     

    
      	
               

            	
              (a)

            	
              resulting
                from the conversion, reclassification, redesignation, subdivision
                or
                consolidation or other change of the Shares;
                and

            


    

     

    
      	
               

            	
              (b)

            	
              of
                the Corporation or any successor body corporate that are received
                by the
                Shareholders on a merger, amalgamation, arrangement or other
                reorganization of or including the
                Corporation;

            


    

     

    and
      prior
      to any such action being taken the Parties shall give due consideration to
      any
      changes that may be required to this Agreement in order to give effect to the
      intent of this Section 9.4.

     

    
      	
              9.5

            	
              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 all of the Parties.  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, unless otherwise provided in the written waiver, shall be limited
      to
      the specific breach waived.

     

    
      	
              9.6

            	
              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.

     

    
      	
              9.7

            	
              Termination

            


    

     

    This
      Agreement shall terminate upon:

     

    
      	
               

            	
              (a)

            	
              the
                written agreement of all of the
                Shareholders;

            


    

     

    
      	
               

            	
              (b)

            	
              two
                years following the dissolution or bankruptcy of the Corporation
                or the
                making by the Corporation of an assignment under the provisions of
                the
                Bankruptcy and Insolvency Act
                (Canada);

            


    

     

    
      	
               

            	
              (c)

            	
              the
                GS Parties holding less than 5% of the GS Initial Interest following
                an
                initial public offering pursuant to the exercise by GSCP of its rights
                pursuant to Section 6.9;
                or

            


    

     

    
      	
               

            	
              (d)

            	
              one
                Person becoming the beneficial owner of all of the
                Shares,

            


    

     


    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              except
                that the provisions of Sections 6.11, 9.1, 9.3
                and the
                indemnity provisions in Schedule 6.9 shall continue and in the case
                of a
                termination pursuant to clause (c) of this Section 9.7, in circumstances where GSCP had previously
                required the Corporation to register GS Shares for distribution in
                the
                United States, the provisions in Schedule 6.9 shall also continue
                until
                the GS Parties no longer hold any
                Shares.

            


    

     

    
      	
              9.8

            	
              No
                Partnership

            


    

     

    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.  No Party shall, as a result of this Agreement, be deemed to
      be an agent or representative of any other Party for any purpose, and no Party
      shall have the power or authority as agent or in any other capacity to
      represent, act for, bind or otherwise create or assume any obligation on behalf
      of any other Party for any purpose.

     

    
      	
              9.9

            	
              Notices

            


    

     

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

     

    
      	
               

            	
              (a)

            	
              in
                the case of a Notice to any CanWest Party
                to:

            


    

     

    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 (which shall not constitute Notice) to:

     

    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 any GS Party
                to:

            


    

     

    GS
      Capital Partners AA Investment LLC

     

    85
      Broad
      Street

     


    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    


    New
      York,
      NY 10004

     

    U.S.A.

     

    Attention:                                Gerry
      Cardinale

     

    Fax
      No.:                      (212)
      357-5505

     

    E-mail:                      gerry.cardinale@gs.com

     

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

     

    GS
      Capital Partners VI, L.P.

     

    One
      New
      York Plaza

     

    38th
      Floor

     

    New
      York,
      NY 10004

     

    U.S.A.

     

    Attention:                                Ben
      Adler

     

    Fax
      No.:                      (212)
      482-3820

     

    E-mail:                      ben.adler@gs.com

     

    
      	
               

            	
              (c)

            	
              in
                the case of Notice to the Corporation, by Notice to CanWest and to
                GSCP.

            


    

     

    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 9.9.

     

    
      	
              9.10

            	
              Attornment
                and Process Agent

            


    

     

    Subject
      to Section 9.3, each of the Parties hereby attorns
      to the exclusive jurisdiction of the courts of the Province of Ontario in
      connection with any Dispute.  Each of the GS Parties irrevocably
      appoints McCarthy Tétrault LLP (the “Process Agent”), with an
      office at Suite 4700, Toronto-Dominion Bank Tower, Toronto, ON,
      Canada  M5K lE6, for the attention of Gary Girvan, as its agent to
      receive on behalf of it and its property, service of any documents by which
      any
      action, application, reference or other Proceeding arising out of or related
      to
      this Agreement is commenced.  Such service may be made by delivering a
      copy of such documents in care of the Process Agent at the Process Agent’s above
      address, and each of the GS Parties irrevocably authorizes and directs the
      Process Agent to accept such service on its behalf.

     

    
      	
              9.11

            	
              Osler
                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, CanWest Holdco and
      CanWest

     




    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    


    (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 any of the
      Clients.

     

    
      	
              9.12

            	
              Trade-mark
                Licence

            


    

     

    The
      Corporation shall cause CW Media to grant to GSCP a royalty-free, non-exclusive,
      non-transferable right to use and display the CW Media name and logo in
      association with GSCP’s investor communications, including marketing materials
      related to GSCP’s investment funds. GSCP agrees that it shall only use such name
      and logo in association with wares and services that conform in nature and
      quality and are produced or performed by GSCP in compliance with the standards
      and specifications set by CanWest or CW Media, acting reasonably, and
      communicated to GSCP from time to time.  GSCP shall, when using such
      name and logo and in the manner directed by CanWest or CW Media, indicate that
      such name and logo is owned by CanWest Global Communications Corp. and that
      it
      is being used by GSCP under license.

     

    
      	
              9.13

            	
              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.

     

    
      	
              9.14

            	
              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.]

     


    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    


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

     

    


    
      	 	 	
              CANWEST
                MEDIAWORKS INC.

            
	
              By:

            	 "Richard
              Leipsic"
	 	
              Name: 
                Richard Leipsic

            
	 	
              Title: Senior
                Vice President

            
	
              By:

            	 "Riva
              Richard"
	 	
              Name: 
                Riva Richard

            
	 	
              Title: 
                Assistant Secretary

            


    

    


     

    
      	 	 	
              4414616
                CANADA INC.

            
	
              By:

            	 "Richard
              Leipsic"
	 	
              Name: 
                Richard Leipsic

            
	 	
              Title: 
                Director and Vice President

            
	
              By:

            	 "Riva
              Richard"
	 	
              Name: 
                Riva Richard

            
	 	
              Title: 
                Director and Assistant Secretary

            


    

    


     

    
      	 	 	
              GS
                CAPITAL PARTNERS VI FUND, L.P.

            
	
              By:

            	 "Gerry
              Cardinale"
	 	
              Name: 
                Gerry Cardinale

            
	 	
              Title: 
                Managing Director

            
	
              By:

            	 
	 	
              Name: 
                

            
	 	
              Title: 

            


    

    


     

    
      	 	 	
              GSCP
                VI AA ONE HOLDING S.àr.l

            
	
              By:

            	 "John
              Bowman"
	 	
              Name: 
                John Bowman

            
	 	
              Title: 
                Managing Director

            
	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            


    

    


     

    
      	 	 	
              GSCP
                VI AA ONE PARALLEL HOLDING S.àr.l

            
	
              By:

            	"John
              Bowman"
	 	
              Name: 
                John Bowman

            
	 	
              Title: 
                Managing Director

            
	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            


    

    


     

    
      	 	 	
              CW
                INVESTMENTS CO.

            
	
              By:

            	 "Richard
              Leipsic"
	 	
              Name: 
                Richard Leipsic

            
	 	
              Title: 
                Vice President

            
	 	 
	
              By:

            	 "Riva
              Richard"
	 	
              Name: 
                Riva Richard

            
	 	
              Title: 
                Secretary

            


    

    


     


    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      1.1(a)

     

    EBITDA

     

    For
      the
      purposes of calculating Combined EBITDA for any period, “EBITDA” means the
      consolidated net income of the Corporation or the Contributed Business, as
      the
      case may be, for such period calculated in accordance with GAAP consistently
      applied (“Net Income”):

     

    
      	
               

            	
              (a)

            	
              increased
                by, to the extent deducted in computing Net Income for such period,
                the
                consolidated amounts of (without
                duplication):

            


    

     

    
      	
               

            	
              (i)

            	
              depreciation
                and amortization (excluding amortization of program
                rights);

            


    

     

    
      	
               

            	
              (ii)

            	
              program
                costs (including amortization of program rights) and other costs
                and
                expenses arising from CRTC benefit obligations outlined in Appendix
                1A of
                the CRTC Supplementary Brief filed in connection with the acquisition
                of
                the Deposited Securities (as defined in the Voting Trust Agreement)
                as
                such benefit obligations are ultimately determined by the
                CRTC;

            


    

     

    
      	
               

            	
              (iii)

            	
              allocations
                of CanWest corporate costs required by GAAP (for the avoidance of
                doubt,
                excluding allocations of costs from the Contributed Business to the
                Corporation and its Subsidiaries or vice versa and excluding any
                amount
                charged or payable in accordance with the Management
                Agreement);

            


    

     

    
      	
               

            	
              (iv)

            	
              the
                amount of any restructuring charges or reserves deducted (and not
                added
                back) in such period in computing Net Income, including any one-time
                costs
                incurred in connection with acquisitions after the date of this Agreement
                and costs related to the closure and/or consolidation of
                facilities;

            


    

     

    
      	
               

            	
              (v)

            	
              any
                other non-cash write-offs or write-downs (including asset impairment
                charges, debt extinguishment expenses, losses on disposal of
                businesses/assets and net losses associated with sold/discontinued
                operations) reducing Net Income for such
                period;

            


    

     

    
      	
               

            	
              (vi)

            	
              any
                other unusual or non-recurring items (including out-of-period reversals
                of
                significant allowances, accruals or reserves or unfavourable legal
                settlements);

            


    

     

    
      	
               

            	
              (vii)

            	
              any
                non-cash stock-based or other non-cash compensation
                charges;

            


    

     

    
      	
               

            	
              (viii)

            	
              interest
                and other financing charges (including bank fees, guarantee costs
                and
                costs of surety bonds in connection with financing
                activities);

            


    

     

    
      	
               

            	
              (ix)

            	
              any
                expenses or charges (other than depreciation or amortization expense)
                related to any equity offering, investment, acquisition, disposition
                or
                recapitalization or the incurrence or refinancing of Indebtedness
                (whether
                or not successful);

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

              

                  -  -      
    

      

    


    
      	
               

            	
              (x)

            	
              the
                amount of any minority interest expenses consisting of Subsidiary
                income
                attributable to minority equity interests of third parties in any
                non-wholly owned Subsidiary deducted in such period in calculating
                Net
                Income;

            


    

     

    
      	
               

            	
              (xi)

            	
              equity
                losses in respect of the earnings of
                Affiliates;

            


    

     

    
      	
               

            	
              (xii)

            	
              investment
                losses;

            


    

     

    
      	
               

            	
              (xiii)

            	
              foreign
                currency exchange losses;

            


    

     

    
      	
               

            	
              (xiv)

            	
              any
                net losses resulting from hedging
                obligations;

            


    

     

    
      	
               

            	
              (xv)

            	
              any
                expenses relating to impairment of goodwill or other intangibles;
                and

            


    

     

    
      	
               

            	
              (xvi)

            	
              provisions
                for Taxes based upon income or profits or capital, including provincial,
                state, franchise and similar taxes of, and foreign withholding taxes
                applicable to payments to, such Person paid or accrued during such
                period
                deducted (and not added back) in computing Net Income;
                and

            


    

     

    
      	
               

            	
              (b)

            	
              decreased
                by, to the extent added in computing Net Income for such period (without
                duplication):

            


    

     

    
      	
               

            	
              (i)

            	
              the
                amounts of any minority interest income consisting of Subsidiary
                expense
                attributable to minority equity interests of third parties in any
                non-wholly owned Subsidiary included in such period in calculating
                Net
                Income;

            


    

     

    
      	
               

            	
              (ii)

            	
              equity
                income in respect of the earnings of
                Affiliates;

            


    

     

    
      	
               

            	
              (iii)

            	
              investment
                gains;

            


    

     

    
      	
               

            	
              (iv)

            	
              foreign
                currency exchange gains;

            


    

     

    
      	
               

            	
              (v)

            	
              any
                net gains resulting from hedging obligations;
                and

            


    

     

    
      	
               

            	
              (vi)

            	
              any
                unusual or non-recurring items (including gains on disposal of
                business/assets, out-of-period reversals of significant allowances,
                accruals, or reserves, favourable legal settlements or net income
                associated with sold/discontinued
                operations).

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      1.1(b)

     

    GS
      RATE OF RETURN

     

    The
      GS
      Rate of Return shall be determined from the following table, where “Combined
      EBITDA” refers to the Combined EBITDA for the 12 month period ending March 31,
      2011:  [TABLE REDACTED*]

     

    
      	
              Combined
                EBITDA

              ($
                million)

            	
              GS
                Rate of Return

            
	
              ●

            	
              ●

            
	
              ●

            	
              ●

            
	
              ●

            	
              ●

            
	
              ●

            	
              ●

            
	
              ●

            	
              ●

            
	
              ●

            	
              ●

            
	
              ●

            	
              ●

            
	
              ●

            	
              ●

            
	
              ●

            	
              ●

            
	
              ●

            	
              ●

            
	
              ●

            	
              ●

            


    

    


    The
      GS
      Rate of Return corresponding to any amount of Combined EBITDA between any two
      amounts shown above will be determined by straight-line interpolation between
      the GSCP Rates of Return shown above corresponding to such two amounts of
      Combined EBITDA.

     

    

      

    

      
      
        	
                *

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

              


      

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

              

                  -  -      
    

      

    


    SCHEDULE
      1.1(c)

     

    MEDIA
      PARTIES

     

    


     

    


     

    [LIST
      REDACTED*]
●

     

    


     

    This
      list
      will be updated from time to time to reflect the emergence of similar competitor
      companies.

     

    

      

    

      
      
        	
                *

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

              


      

       

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      3.1

     

    CORPORATE
      STRUCTURE

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    SCHEDULE
      5.1

     

    MERGER
      AGREEMENT

     

    (See
      Attached)

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      5.1

     

    to

     

    SHAREHOLDERS
      AGREEMENT

     

    


     

    4414616
      Canada Inc.

     

    -
      and -

     

    CW
      Investments Co.

     

    


     

    


     

    


     

     

    MERGER
      AGREEMENT

     

     

    l

     

    


     

     

    [Note:  This
      Agreement has been structured as an agreement to be signed on the closing of
      the
      Combination Transaction in 2011.  It does not contain any pre-closing
      conditions or covenants or any mechanism to determine the number of Shares
      of CW
      Investments Co. to be issued, all of which appear in the Shareholders
      Agreement.]

     


    
      
              

           
      

                  
      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

              

                  TABLE
            OF
            CONTENTS      
      

                  
      
      

                  Page      

           
      

                  
      
    

      

    


    
      	
              ARTICLE
                1

            	 	 
	
                  DEFINITIONS
                AND
                PRINCIPLES OF INTERPRETATION

            	
              1

            	 
	
                  1.1

            	
              Definitions

            	
              1

            
	
                  1.2

            	
              Certain
                Rules of Interpretation

            	
              4

            
	
                  1.3

            	
              Entire
                Agreement

            	
              5

            
	
                  1.4

            	
              Exhibit

            	
              5

            
	
              ARTICLE
                2

            	 	 
	
                  PURCHASE
                AND
                SALE

            	
              5

            	 
	
                  2.1

            	
              Action
                by Transferor and Transferee

            	
              5

            
	
                  2.2

            	
              Place
                of Closing

            	
              6

            
	
                  2.3

            	
              Non-Assignable
                Rights

            	
              6

            
	
              ARTICLE
                3

            	 	 
	
                  PURCHASE
                PRICE

            	
              6

            	 
	
                  3.1

            	
              Purchase
                Price

            	
              6

            
	
              ARTICLE
                4

            	 	 
	
                  REPRESENTATIONS
                AND WARRANTIES OF THE TRANSFEROR

            	
              6

            	 
	
                  4.1

            	
              Organization
                of the Transferor

            	
              6

            
	
                  4.2

            	
              Authority
                of Transferor

            	
              7

            
	
                  4.3

            	
              Enforceability
                Against Transferor

            	
              7

            
	
                  4.4

            	
              No
                Conflict by Transferor

            	
              7

            
	
                  4.5

            	
              No
                Consent Required by Transferor

            	
              7

            
	
                  4.6

            	
              Residency
                of Transferor

            	
              7

            
	
                  4.7

            	
              Direction
                to the CRTC - Transferor

            	
              7

            
	
                  4.8

            	
              Title
                to Securities

            	
              7

            
	
                  4.9

            	
              Liabilities
                of the Contributed Entity

            	
              8

            
	
                  4.10

            	
              Disclaimer
                of Other Representations and Warranties

            	
              8

            
	
              ARTICLE
                5

            	 	 
	
                  REPRESENTATIONS
                AND WARRANTIES OF THE TRANSFEREE,

            	
              8

            	 
	
                  5.1

            	
              Organization
                of the Transferee

            	
              8

            
	
                  5.2

            	
              Authority
                of the Transferee

            	
              8

            
	
                  5.3

            	
              Enforceability
                Against Transferee

            	
              8

            
	
                  5.4

            	
              No
                Consent Required by Transferee

            	
              8

            
	
                  5.5

            	
              Investment
                Canada Act - Transferee

            	
              9

            
	
                  5.6

            	
              Residency
                of Transferee

            	
              9

            
	
                  5.7

            	
              Direction
                to the CRTC - Transferee

            	
              9

            
	
                  5.8

            	
              No
                Conflict by Transferee

            	
              9

            
	
                  5.9

            	
              Shares

            	
              9

            
	
              ARTICLE
                6

            	 	 
	
                  SURVIVAL

            	
              9

            	 
	
                  6.1

            	
              NATURE
                AND SURVIVAL

            	
              9

            
	
              ARTICLE
                7

            	 	 
	
                  TAXES

            	
              10

            	 
	
                  7.1

            	
              Income
                Tax Elections

            	
              10

            
	
                  7.2

            	
              Amendment
                to Partnership Agreement

            	
              10

            
	
                  7.3

            	
              Assumption
                of Taxes

            	
              10

            
	
              ARTICLE
                8

            	 	 
	
                  INDEMNIFICATION

            	
              11

            	 
	
                  8.1

            	
              Indemnification
                by the Transferor

            	
              11

            
	
                  8.2

            	
              Indemnification
                by the Transferee

            	
              11

            
	
                  8.3

            	
              Indemnification
                Procedures for Third Party Claims

            	
              12

            
	
                  8.4

            	
              Exclusive
                Remedy

            	
              13

            
	
                  8.5

            	
              One
                Recovery

            	
              13

            
	
                  8.6

            	
              Duty
                to Mitigate

            	
              13

            
	
                  8.7

            	
              Trustee
                and Agent

            	
              14

            
	
                  8.8

            	
              Tax
                Status of Indemnification Payments

            	
              14

            
	
              ARTICLE
                9

            	 	 
	
                  GENERAL

            	
              14

            	 
	
                  9.1

            	
              Arbitration

            	
              14

            
	
                  9.2

            	
              Public
                Notices

            	
              15

            
	
                  9.3

            	
              Expenses

            	
              16

            
	
                  9.4

            	
              Notices

            	
              16

            
	
                  9.5

            	
              Attornment

            	
              17

            
	
                  9.6

            	
              Assignment

            	
              17

            
	
                  9.7

            	
              Enurement

            	
              17

            
	
                  9.8

            	
              Amendments
                and Waivers

            	
              18

            
	
                  9.9

            	
              Further
                Assurances

            	
              18

            
	
                  9.10

            	
              Execution
                and Delivery

            	
              18

            


    

    



    
      
        

      

    

    
    

    
    


    THIS
      MERGER AGREEMENT is made l,

     

    BETWEEN:

     

    4414616
      Canada Inc., a corporation governed by the laws of
      Canada,

     

    (the
      “Transferor”)

     

    -
      and
      -

     

    CW
      Investments Co., an unlimited liability company governed by the
      laws of Nova Scotia,

     

    (the
      “Transferee”).

     

    RECITALS:

     

    
      	
              A.

            	
              CanWest
                MediaWorks Inc., an Affiliate of the Transferor, and its Affiliates
                have
                transferred the Canadian television operating segment of their business
                to
                l (the
                “Contributed Entity”) pursuant to the Asset Transfer
                Agreement attached hereto as Exhibit A (the “Asset Transfer
                Agreement”).

            


    

     

    
      	
              B.

            	
              CanWest
                MediaWorks Inc. has transferred the Securities to the
                Transferor.

            


    

     

    
      	
              C.

            	
              The
                Transferor has agreed to sell to the Transferee and the Transferee
                has
                agreed to purchase from the Transferor the Securities on the terms
                and
                conditions of this Agreement.

            


    

     

    THEREFORE
      the Parties agree as follows:

     

    ARTICLE
      1

     

    DEFINITIONS
      AND PRINCIPLES OF INTERPRETATION

     

    
      	
              1.1

            	
              Definitions

            


    

     

    Whenever
      used in this Agreement the following terms shall have the meanings set out
      below:

     

    “Agreement”
      means this Merger Agreement, including the exhibit, and 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 given in the separation and distribution
      agreement dated as of August 15, 2007 among CW Media Inc. and certain other
      parties;

     

    “Appeal
      Arbitrator” has the meaning given in Section 9.1(c);

     

    “Appeal
      Respondent” has the meaning given in Section 9.1(c);

     

    “Appellant”
      has the meaning given in Section 9.1(c);

     

    “Arbitration
      Act” has the meaning given in Section 9.1(a);

     


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    “Asset
      Transfer Agreement” has the meaning given in the Recitals to this
      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 given in Section 8.3(a);

     

    “Closing”
      means the completion of the sale by the Transferor to, and purchase by the
      Transferee of, the Securities under this Agreement;

     

    “Closing
      Date” means l[Note:  the
      Combination Date], or such other date as the Parties may agree in
      writing as the date upon which the Closing shall take place;

     

    “Closing
      Time” means 10:00 o’clock a.m., Toronto time, on the Closing Date or
      such other time on such date as the Parties may agree in writing as the time
      at
      which the Closing shall take place;

     

    “Confidential
      Arbitration Information” has the meaning given in Section 9.1(e);

     

    “Contributed
      Entity” has the meaning given in the Recitals to this
      Agreement;

     

    “CRTC”
      means the Canadian Radio-television and Telecommunications Commission, or any
      successor to it;

     

    “Dispute”
      has the meaning given in Section 9.1(a);

     

    “Encumbrances”
      means pledges, liens, charges, security interests, leases, title retention
      agreements, mortgages, options, adverse claims or encumbrances of any kind
      or
      character whatsoever;

     

    “Governmental
      Entity” means any:

     

    
      	
               

            	
              (a)

            	
              multinational,
                federal, provincial, state, regional, municipal, local or other
                government, governmental or public department, central bank, court,
                tribunal, arbitral body, commission, board, bureau or agency, domestic
                or
                foreign;

            


    

     

    
      	
               

            	
              (b)

            	
              any
                subdivision, agent, commission, board or authority of any of the
                foregoing; or

            


    

     

    
      	
               

            	
              (c)

            	
              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;

            


    

     

    “Indemnified
      Party” has the meaning given in Section 8.3(a);

     

    “Indemnifying
      Party” has the meaning given in Section 8.3(a);

     

    “Indemnity
      Agreement” means the indemnity agreement dated as of August 15, 2007
      between CanWest MediaWorks Inc., the Transferor, G.S. Capital Partners VI Fund,
      L.P.,

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    GSCP
      VI
      AA One Holding S.àr.l, GSCP VI AA Parallel Holding S.àr.l and CW Investments
      Co.;

     

    “Laws”
      means currently existing applicable statutes, by-laws, rules, regulations,
      orders, ordinances or judgments, in each case of any Governmental Entity having
      the force of law;

     

    “Non-Assignable
      Rights” has the meaning given in Section 2.3;

     

    “Notice”
      has the meaning given in Section 9.4;

     

    “Parties”
      means the Transferor and the Transferee collectively, and
“Party” means any one of them;

     

    “Person”
      means any individual, sole proprietorship, partnership, firm, entity,
      unincorporated association, unincorporated syndicate, unincorporated
      organization, trust, body corporate, limited liability company, unlimited
      liability company, Governmental Entity, board, tribunal, dispute settlement
      panel or body, bureau and where the context requires any of the foregoing when
      they are acting as trustee, executor, administrator or other legal
      representative;

     

    “Purchase
      Price” has the meaning given in Section 3.1;

     

    “Securities”
      means all of the issued and outstanding [shares in the capital of
l
      ] or [units of limited partnership interest in l
      Limited Partnership and all of the issued and outstanding shares in the capital
      of l,
      the sole general partner in l
      Limited Partnership];

     

    “Shareholders
      Agreement” means the shareholders agreement dated as of August 15, 2007
      between CanWest MediaWorks Inc., the Transferor, G.S. Capital Partners VI Fund,
      L.P., GSCP VI AA One Holding S.àr.l, GSCP VI AA Parallel Holding
      S.àr.l and CW Investments Co.;

     

    “Shares”
      means the Class B non-voting common shares in the capital of the
      Transferee;

     

    “Subsidiary”
      has the meaning given in Section 1.1 of the Shareholders Agreement;

     

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

     

    “Taxes”
      means taxes, duties, fees, premiums, assessments, imposts, levies and other
      similar charges imposed by any Governmental Entity under applicable Laws,
      including all interest, penalties, fines, additions to tax or other additional
      amounts imposed by any Governmental Entity in respect thereof, and including
      those levied on, or measured by, or referred to as, income, gross receipts,
      profits, capital, transfer, land transfer, sales, goods and services, harmonized
      sales, use, value-added, excise, stamp, withholding, business, franchising,
      property, development, occupancy, employer health, payroll, employment, health,
      social services, education and social security taxes, all surtaxes, all customs
      duties and import and export taxes, countervail and anti-dumping, all licence,
      franchise and registration fees and all employment insurance, health insurance
      and Canada, Québec and other government pension plan premiums or
      contributions;

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    “Transferee
      Indemnified Persons” has the meaning given in Section 8.1(a);

     

    “Transferor
      Indemnified Persons” has the meaning given in Section 8.2(a).

     

    
      	
              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
                lawful
                currency of Canada.

            


    

     

    
      	
               

            	
              (c)

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

            


    

     

    
      	
               

            	
              (d)

            	
              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 on 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.

            


    

     

    
      	
               

            	
              (e)

            	
              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.

            


    

     

    
      	
               

            	
              (f)

            	
              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.

            


    

     

    
      	
               

            	
              (g)

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

            


    

     

    
      	
               

            	
              (h)

            	
              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.

            


    

     

    
      	
               

            	
              (i)

            	
              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.

            


    

     

    
      	
               

            	
              (j)

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

            


    

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              enforceability
                of such provision in any other jurisdiction or without affecting
                its
                application to other Parties or
                circumstances.

            


    

     

    
      	
               

            	
              (k)

            	
              Statutory
                references– A reference to a statute includes all regulations and
                rules made pursuant to such statute and, unless otherwise specified,
                the
                provisions of any statute or regulation which 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.  There are no covenants,
      promises, warranties, representations, conditions, understandings 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, the Ancillary Agreements and any document required
      to
      be delivered pursuant to this Agreement and the Transferee shall acquire the
      Securities subject only to the benefit of the representations and warranties
      in
      this Agreement and in the Ancillary Agreements.  The Transferee shall
      have no remedy in respect of any untrue statement made to it upon which it
      relied in entering this Agreement other than any such statement in this
      Agreement or the Ancillary Agreements, subject to the terms of such
      agreements.

     

    
      	
              1.4

            	
              Exhibit
                

            


    

     

    The
      exhibit to this Agreement, listed below, is an integral part of this
      Agreement:

     

    
      	
              Exhibit
                A

            	
              Asset
                Transfer Agreement

            


    

    


    ARTICLE
      2

     

    PURCHASE
      AND SALE

     

    
      	
              2.1

            	
              Action
                by Transferor and
                Transferee

            


    

     

    Subject
      to the provisions of this Agreement, at the Closing Time:

     

    
      	
               

            	
              (a)

            	
              Purchase
                and Sale of Securities– the Transferor shall sell, and the
                Transferee shall purchase, the
                Securities;

            


    

     

    
      	
               

            	
              (b)

            	
              Payment
                of Purchase Price– the Transferee shall pay the Purchase Price as
                provided in Section 3.1;

            


    

     

    
      	
               

            	
              (c)

            	
              Transfer
                and Delivery of Securities– the Transferor shall execute and
                deliver to the Transferee all such assignments, instruments of transfer,
                consents and other documents as shall be necessary to effectively
                transfer
                the Securities to the Transferee free and clear of all Encumbrances;
                and

            


    

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (d)

            	
              Other
                Documents– the Transferor and Transferee shall deliver such other
                documents as may be necessary to complete the transactions provided
                for in
                this Agreement.

            


    

     

    
      	
              2.2

            	
              Place
                of Closing

            


    

     

    The
      Closing shall take place at the Closing Time at the offices of Osler, Hoskin
      & Harcourt LLP located at Suite 6600, One First Canadian Place, Toronto,
      Ontario, M5X 1B8 or at such other place as may be agreed upon by the Transferor
      and the Transferee.

     

    
      	
              2.3

            	
              Non-Assignable
                Rights

            


    

     

    Nothing
      in this Agreement shall be construed as an assignment of, or an attempt to
      assign to the Transferee, any Contract or Governmental Authorization which,
      as a
      matter of law or by its terms, requires the approval or consent of the issuer
      thereof or the other party or parties thereto in connection with the transfer
      of
      the Securities as contemplated by this Agreement, without first obtaining such
      approval or consent (collectively “Non-Assignable
      Rights”).  In connection with such Non-Assignable Rights, the
      Transferor shall:

     

    
      	
               

            	
              (a)

            	
              apply
                for and use commercially reasonable efforts to obtain all such consents
                or
                approvals, provided that nothing shall require the Transferor to
                make any
                payment to any other party in order to obtain such consent or approval;
                and

            


    

     

    
      	
               

            	
              (b)

            	
              co-operate
                with the Transferee in any reasonable arrangements designed to continue
                to
                provide the benefits of such Non-Assignable Rights to the Contributed
                Entity or the Transferee, including holding any such Non-Assignable
                Rights
                in trust for the Contributed Entity or the Transferee or acting as
                agent
                for the Contributed Entity or the
                Transferee.

            


    

     

    ARTICLE
      3

     

    PURCHASE
      PRICE

     

    
      	
              3.1

            	
              Purchase
                Price

            


    

     

    The
      purchase price payable by the Transferee for the Securities (the
“Purchase Price”), shall be l
      fully paid and
      non-assessable Shares which shall be issued by the Transferee to the Transferor
      at the Closing Time. [Note:  The number of Shares to be issued
      will be determined in accordance with the Shareholders
      Agreement.]

     

    ARTICLE
      4

     

    REPRESENTATIONS
      AND WARRANTIES OF THE TRANSFEROR

     

    The
      Transferor represents and warrants to the Transferee the matters set out
      below.

     

    
      	
              4.1

            	
              Organization
                of the Transferor

            


    

     

    The
      Transferor has been duly incorporated under the Laws of its jurisdiction of
      incorporation, is validly existing and has full corporate power and capacity
      to
      own its properties and assets and conduct its business as currently owned and
      conducted.

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    4.2           Authority
      of Transferor

     

    The
      Transferor has the requisite corporate power and capacity to execute, deliver
      and perform its obligations hereunder.  It has duly authorized the
      execution, delivery and performance of this Agreement and no other corporate
      proceedings on its part are necessary to authorize the execution, delivery
      and
      performance of this Agreement by it.

     

    
      	
              4.3

            	
              Enforceability
                Against Transferor

            


    

     

    This
      Agreement has been duly executed and delivered by the Transferor and constitutes
      a legal, valid and binding obligation, enforceable against it in accordance
      with
      its terms.

     

    
      	
              4.4

            	
              No
                Conflict by Transferor

            


    

     

    The
      execution, delivery and performance by the Transferor of this Agreement and
      the
      consummation by it of the transactions contemplated hereby will not result
      in a
      violation or breach of, require any consent to be obtained under or give rise
      to
      any termination rights or payment obligation under any provision of its articles
      or by-laws (or other constating documents); any resolution of its board of
      directors (or any committee thereof) or of its shareholders; any applicable
      Laws; or any material contract to which it or its Subsidiaries is a party or
      by
      which any of them is bound or their respective properties or assets are bound;
      or give rise to any right of termination or acceleration of indebtedness, or
      cause any third party indebtedness to come due before its stated maturity or
      cause any available credit to cease to be available where such event would
      materially impair its ability to complete or materially prevent it from
      completing the transactions contemplated hereby.

     

    
      	
              4.5

            	
              No
                Consent Required by
                Transferor

            


    

     

    No
      consent, approval, order or authorization of, or declaration or filing with,
      any
      Governmental Entity or other Person is required to be obtained or made by the
      Transferor in connection with the execution, delivery or performance of this
      Agreement that has not been obtained or made prior to the Closing
      Time.

     

    
      	
              4.6

            	
              Residency
                of Transferor

            


    

     

    The
      Transferor is not a “non-resident” of Canada within the meaning of the Tax
      Act.

     

    
      	
              4.7

            	
              Direction
                to the CRTC - Transferor

            


    

     

    The
      Transferor is a “Canadian” within the meaning of the Direction to the CRTC
      (Ineligibility of Non-Canadians).

     

    
      	
              4.8

            	
              Title
                to Securities

            


    

     

    The
      Transferor is the sole legal and beneficial owner of the Securities, free and
      clear of all Encumbrances and is entitled to possess and dispose of
      same.

     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    4.9           Liabilities
      of the Contributed Entity

     

    
      	
               

            	
              (a)

            	
              The
                Contributed Entity has no assets, liabilities or operations other
                than the
                assets, liabilities and operations acquired or assumed by it pursuant
                to
                and in accordance with the Asset Transfer Agreement (the “Original
                Assets, Liabilities and Operations”) and such assets, liabilities
                and operations as it has acquired, generated or created since the
                completion of the transactions contemplated by the Asset Transfer
                Agreement as a result of its ownership and operation of the Original
                Assets, Liabilities and Operations and in accordance with Section
                5.5 of
                the Shareholders Agreement.

            


    

     

    
      	
               

            	
              (b)

            	
              The
                Contributed Entity has no liabilities for Indebtedness, as that term
                is
                defined in the Shareholders
                Agreement.

            


    

     

    
      	
              4.10

            	
              Disclaimer
                of Other Representations and
                Warranties

            


    

     

    Except
      as
      expressly set forth in this Article
      4
      and in the Indemnity Agreement, the Transferor makes no representation or
      warranty, and there is no condition, in each case, express or implied, at law,
      by statute or in equity, in respect of the Securities, and any such other
      representations, warranties or conditions are expressly disclaimed.

     

    ARTICLE
      5

     

    REPRESENTATIONS
      AND WARRANTIES OF THE TRANSFEREE,
      

     

    The
      Transferee represents and warrants to the Transferor the matters set out
      below.

     

    
      	
              5.1

            	
              Organization
                of the Transferee

            


    

     

    The
      Transferee has been duly incorporated under the Laws of its jurisdiction of
      incorporation, is validly existing and has full corporate power and capacity
      to
      own its properties and assets and conduct its business as currently owned and
      conducted.

     

    
      	
              5.2

            	
              Authority
                of the Transferee

            


    

     

    The
      Transferee has the requisite corporate power and capacity to execute, deliver
      and perform its obligations hereunder.  It has duly authorized the
      execution, delivery and performance of this Agreement and no other corporate
      proceedings on its part are necessary to authorize the execution, delivery
      and
      performance of this Agreement by it.

     

    
      	
              5.3

            	
              Enforceability
                Against Transferee

            


    

     

    This
      Agreement has been duly executed and delivered by the Transferee and constitutes
      a legal, valid and binding obligations, enforceable against it in accordance
      with its terms.

     

    
      	
              5.4

            	
              No
                Consent Required by
                Transferee

            


    

     

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

     


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    5.5           Investment
      Canada Act - Transferee

     

    The
      Transferee is a “Canadian” as such term is defined in the Investment Canada
      Act (Canada).

     

    
      	
              5.6

            	
              Residency
                of Transferee

            


    

     

    The
      Transferee is not a “non-resident” of Canada within the meaning of the Tax
      Act.

     

    
      	
              5.7

            	
              Direction
                to the CRTC - Transferee

            


    

     

    The
      Transferee is a “Canadian” within the meaning of the Direction to the CRTC
      (Ineligibility of Non-Canadians).

     

    
      	
              5.8

            	
              No
                Conflict by Transferee

            


    

     

    The
      execution, delivery and performance by the Transferee of this Agreement and
      the
      consummation by it of the transaction contemplated hereby will not result in
      a
      violation or breach of, require any consent to be obtained under or give rise
      to
      any termination rights or payment obligation under any provision of its articles
      or by-laws (or other constating documents); any resolution of its board of
      directors (or any committee thereof) or of its shareholders; any applicable
      Laws; or any material contract to which it or its Subsidiaries is a party or
      by
      which any of them is bound or their respective properties or assets are bound;
      or give rise to any right of termination or acceleration of indebtedness, or
      cause any third party indebtedness to come due before its stated maturity or
      cause any available credit to cease to be available where such event would
      materially impair its ability to complete or materially prevent it from
      completing the transaction contemplated hereby.

     

    
      	
              5.9

            	
              Shares

            


    

     

    When
      issued and delivered to the Transferor hereunder, the Shares shall be duly
      and
      validly issued as fully paid and non-assessable shares in the capital of the
      Transferee.

     

    ARTICLE
      6

     

    SURVIVAL

     

    
      	
              6.1

            	
              Nature
                and Survival

            


    

     

    All
      representations and warranties contained in this Agreement on the part of each
      of the Parties shall survive:

     

    
      	
               

            	
              (a)

            	
              the
                Closing;

            


    

     

    
      	
               

            	
              (b)

            	
              the
                execution and delivery under this Agreement of any assignments or
                other
                instruments of transfer of title to any of the Securities;
                and

            


    

     

    
      	
               

            	
              (c)

            	
              the
                payment of the consideration for the
                Securities,

            


    

     

    in
      each
      case, for the same period of time during which an obligation to indemnify exists
      pursuant to Section 8.1(b) or 8.2(b).

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    Article
      7

     

    TAXES

     

    
      	
              7.1

            	
              Income
                Tax Elections 

            


    

     

    In
      accordance with the requirements of the Tax Act, the regulations thereunder,
      the
      administrative practice and policy of the Canada Revenue Agency and any
      applicable equivalent or corresponding provincial or territorial legislative,
      regulatory and administrative requirements, the Transferee and the Transferor
      shall make and file, in a timely manner, a joint election(s) to have the
      provisions of subsection 85(1) of the Tax Act, and any equivalent or
      corresponding provision under applicable provincial or territorial tax
      legislation, apply to the purchase and sale of the Securities under this
      Agreement.  It is intended that the purchase and sale of the
      Securities be on a tax-deferred basis to the Transferor for purposes of the
      Tax
      Act and applicable provincial or territorial tax legislation; for purposes
      of
      each such election(s), the Parties shall elect transfer prices in respect of
      the
      Securities as determined by the Transferor in a manner consistent with this
      intention.  The Transferee and the Transferor shall prepare and file
      their respective tax returns in a manner consistent with the aforesaid
      elections.  If a Party fails to file its tax returns in such manner,
      it shall indemnify and save harmless the other Party in respect of any resulting
      Taxes, legal and/or accounting expenses paid or incurred by the other
      Party.

     

    
      	
              7.2

            	
              Amendment
                to Partnership Agreement

            


    

     

    Prior
      to
      the Closing Date, the [insert reference to the partnership agreement
      governing the Contributed Entity] shall be amended to provide that the
      allocation of the income or loss of the Contributed Entity for tax purposes
      for
      the fiscal year of the Contributed Entity for a partner of the Contributed
      Entity which disposes of an interest in the Contributed Entity in such year
      shall be made to such partner as though the Contributed Entity’s fiscal year had
      ended at the date of such disposition and such that any income or loss of the
      Contributed Entity from the beginning of its fiscal year until the date of
      such
      disposition, giving effect to deductions that would be available had there
      been
      a fiscal period ended on such date, will be allocated to such departing partner
      pro rata based on such partner's partnership interest, and any income or loss
      of
      the Contributed Entity for the balance of such fiscal year will be allocated
      solely to partners who were partners at any time during the remainder of such
      fiscal year. [Note: This clause is relevant only if the Contributed
      Entity is a partnership.]

     

    
      	
              7.3

            	
              Assumption
                of Taxes

            


    

     

    To
      the
      extent that the Contributed Entity has any liabilities for Taxes as at the
      Closing Time other than in respect of goods and services tax and harmonized
      sales tax imposed under Part IX of the Excise Tax Act (Canada) and any similar
      value-added or multi-staged tax payable by it, the Transferor will assume and
      discharge and fulfill such Taxes (including Taxes relating to the period prior
      to the Closing Time, regardless of whether such Taxes are due at the Closing
      Time).

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    Article
      8

     

    INDEMNIFICATION

     

    
      	
              8.1

            	
              Indemnification
                by the Transferor

            


    

     

    
      	
               

            	
              (a)

            	
              The
                Transferor shall indemnify and save harmless the Transferee, its
                Affiliates and their respective directors, managers, officers, members,
                shareholders, partners, agents, representatives, successors and assigns
                (“Transferee Indemnified Persons”) from and against all
                Damages sustained or incurred by any Transferee Indemnified Person
                as a
                result of or arising out of:

            


    

     

    
      	
               

            	
              (i)

            	
              any
                non-fulfilment or breach of any covenant or agreement on the part
                of the
                Transferor contained in this
                Agreement;

            


    

     

    
      	
               

            	
              (ii)

            	
              any
                inaccuracy in or breach of any representation or warranty of the
                Transferor contained in this
                Agreement;

            


    

     

    
      	
               

            	
              (iii)

            	
              any
                liability or obligation that does not relate primarily to the Contributed
                Business (including as such business has been operated by the Contributed
                Entity) or the Purchased Assets and any other assets acquired by
                the
                Contributed Entity in the operation of the Contributed Business (as
                the
                terms “Contributed Business” and “Purchased Assets” are defined in the
                Asset Transfer Agreement);

            


    

     

    
      	
               

            	
              (iv)

            	
              any
                Taxes assumed by the Transferor pursuant to Section 7.3; and

            


    

     

    
      	
               

            	
              (v)

            	
              any
                Indebtedness of the Contributed Entity as at the Closing
                Date.

            


    

     

    
      	
               

            	
              (b)

            	
              The
                Transferor’s obligations under Section 8.1(a) shall
                be subject to the following
                limitations:

            


    

     

    
      	
               

            	
              (i)

            	
              the
                obligations of the Transferor under Section 8.1(a)(ii) shall
                terminate on the Survival Date, as such term is defined in the Indemnity
                Agreement, except with respect to bona fide Claims by the
                Transferee set forth in written notices given by the Transferee to
                the
                Transferor prior to such date and in any event, within 45 days of
                its
                determination that it has a bona fide Claim;
                and

            


    

     

    
      	
               

            	
              (ii)

            	
              the
                Transferor shall not be liable for any special, indirect, incidental,
                consequential, punitive or aggravated
                damages.

            


    

     

    
      	
              8.2

            	
              Indemnification
                by the Transferee

            


    

     

    
      	
               

            	
              (a)

            	
              The
                Transferee shall indemnify and save harmless the Transferor, its
                Affiliates and their respective directors, managers, officers, members,
                shareholders, partners, agents, representatives, successors and assigns
                (“Transferor Indemnified Persons”) from and against all
                Damages sustained or incurred by any Transferor Indemnified Person
                as a
                result of or arising out of:

            


    

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (i)

            	
              any
                non-fulfilment or breach of any covenant or agreement on the part
                of the
                Transferee contained in this Agreement;
                and

            


    

     

    
      	
               

            	
              (ii)

            	
              any
                misrepresentation or any incorrectness in or breach of any representation
                or warranty of the  Transferee contained in this
                Agreement.

            


    

     

    
      	
               

            	
              (b)

            	
              The
                Transferee’s obligations under Section 8.2(a) shall
                be subject to the following
                limitations:

            


    

     

    
      	
               

            	
              (i)

            	
              the
                obligations of the Transferee under Section 8.2(a)(ii) shall
                terminate on the Survival Date, as such term is defined in the Indemnity
                Agreement, except with respect to bona fide Claims by the
                Transferor set forth in written notices given by the Transferor to
                the
                Transferee prior to such date and in any event, within 45 days of
                its
                determination that it has a bona fide Claim;
                or

            


    

     

    
      	
               

            	
              (ii)

            	
              the
                Transferee shall not be liable for any special, indirect, incidental,
                consequential, punitive or aggravated
                damages.

            


    

     

    
      	
              8.3

            	
              Indemnification
                Procedures for Third Party
                Claims

            


    

     

    
      	
               

            	
              (a)

            	
              In
                the case of claims for Damages made by a third party with respect
                to which
                indemnification is sought pursuant to this Agreement
                (“Claims”), the Party seeking indemnification (the
                “Indemnified Party”) shall give prompt notice, and in any
                event within 30 days, to the other Party (the “Indemnifying
                Party”) of any such Claims made upon it.  If the
                Indemnified Party fails to give such notice, such failure shall not
                preclude the Indemnified Party from obtaining such indemnification
                but its
                right to indemnification may be reduced to the extent that such delay
                prejudiced the defence of the Claim or increased the amount of liability
                or cost of defence.

            


    

     

    
      	
               

            	
              (b)

            	
              The
                Indemnifying Party shall have the right, by notice to the Indemnified
                Party given not later than 30 days after receipt of the notice described
                in Section 8.3(a), to assume the control of
                the defence, compromise or settlement of the Claim, provided that
                such
                assumption shall, by its terms, be without cost to the Indemnified
                Party.

            


    

     

    
      	
               

            	
              (c)

            	
              Upon
                the assumption of control of any Claim by the Indemnifying Party
                pursuant
                to Section 8.3(b), the Indemnifying Party
                shall diligently proceed with the defence, compromise or settlement
                of the
                Claim at its sole expense, including if necessary, employment of
                counsel
                and experts reasonably satisfactory to the Indemnified Party and,
                in
                connection with such defence, the Indemnified Party shall cooperate
                fully,
                but at the reasonable expense of the Indemnifying Party, to make
                available
                to the Indemnifying Party all pertinent information and witnesses
                under
                the Indemnified Party’s control, make such assignments and take such other
                reasonable steps as in the opinion of counsel for the Indemnifying
                Party
                are reasonably necessary to enable the Indemnifying Party to conduct
                such
                defence.  The Indemnified Party shall also have the right to
                participate in the negotiation,

            


    

     


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              settlement
                or defence of any Claim at its own expense; provided, however, that
                if the
                Indemnified Party reasonably believes that there is a conflict of
                interest
                between its interests and the interests of the Indemnifying Party
                or
                counsel chosen by the Indemnifying Party or there is a reasonable
                probability that a Claim may materially and adversely affect the
                Indemnified Party other than as a result of money damages or other
                money
                payments, then the Indemnified Party may retain counsel of its own,
                at the
                expense of the Indemnifying Party.  The Indemnifying Party shall
                not, without the written consent of the Indemnified Party, settle
                or
                compromise any Claim or consent to the entry of any judgment which
                does
                not include as an unconditional term thereof the giving by the claimant
                to
                the Indemnified Party a release from all liability in respect to
                such
                Claim or that provides for any relief other than monetary
                damages.

            


    

     

    
      	
               

            	
              (d)

            	
              The
                final determination of any Claim pursuant to this Section 8.3, including all related costs and expenses,
                shall be binding and conclusive upon the Parties as to the validity
                or
                invalidity, as the case may be, of such Claim against the Indemnifying
                Party.

            


    

     

    
      	
              8.4

            	
              Exclusive
                Remedy

            


    

     

    The
      rights of indemnity set forth in this Article 8 are
      the sole and exclusive remedy of each Party in respect of any misrepresentation,
      incorrectness in or breach of representation or warranty or breach of covenant,
      by the other Party under this Agreement.  Accordingly, the Parties
      waive, from and after the Closing, any and all rights, remedies and claims
      that
      one Party may have against the other, whether at law, under any statute or
      in
      equity (including but not limited to claims for contribution or other rights
      of
      recovery arising under any environmental Laws, claims for breach of contract,
      breach of representation and warranty, negligent misrepresentation and all
      claims for breach of duty), or otherwise, directly or indirectly, relating
      to
      the provisions of this Agreement or the transactions contemplated by this
      Agreement other than as expressly provided for in this Article 8 and other than those arising with respect to
      any fraud or wilful misconduct.  The Parties agree that if a Claim for
      indemnification is made by one Party in accordance with Section 8.1(b) or Section 8.2(b),
      as the case may be, and there has been a refusal by the other Party to make
      payment or otherwise provide satisfaction in respect of such Claim, then a
      legal
      proceeding is the appropriate means to seek a remedy for such
      refusal.  This Article 8 shall remain in
      full force and effect in all circumstances and shall not be terminated by any
      breach (fundamental, negligent or otherwise) by any Party of its
      representations, warranties or covenants under this Agreement or under any
      closing document or by any termination or rescission of this Agreement by any
      Party.

     

    
      	
              8.5

            	
              One
                Recovery

            


    

     

    A
      Party
      shall not be entitled to double recovery for any Claims even though they may
      have resulted from the breach of more than one of the representations,
      warranties, agreements and covenants made by the other Party in this
      Agreement.

     

    
      	
              8.6

            	
              Duty
                to Mitigate

            


    

     

    Nothing
      in this Agreement shall in any way restrict or limit the general obligation
      at
      law of a Party to mitigate any loss which it may suffer or incur by reason
      of
      the breach by the other Party

     


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    of
      any
      representation, warranty or covenant of that other Party under this
      Agreement.  If any Claim can be reduced by any recovery, settlement or
      otherwise under or pursuant to any insurance coverage, or pursuant to any claim,
      recovery, settlement or payment by or against any other Person, a Party shall
      take all appropriate steps to enforce such recovery, settlement or
      payment.  If the Indemnified Party fails to make all commercially
      reasonable efforts to mitigate any loss then the Indemnifying Party shall not
      be
      required to indemnify any Indemnified Party for the loss that could have been
      avoided if the Indemnified Party had made such efforts.

     

    
      	
              8.7

            	
              Trustee
                and Agent

            


    

     

    Each
      Party acknowledges that the other Party is acting as trustee and agent for
      the
      remaining Transferor Indemnified Parties or Transferee Indemnified Parties,
      as
      the case may be, on whose behalf and for whose benefit the indemnity in Section
      8.1 or Section 8.2, as
      the case may be, is provided and that such remaining indemnified parties shall
      have the full right and entitlement to take the benefit of and enforce such
      indemnity notwithstanding that they may not individually be parties to this
      Agreement.  Each Party agrees that the other Party may enforce the
      indemnity for and on behalf of such remaining indemnified parties and, in such
      event, the Party from whom indemnification is sought will not in any proceeding
      to enforce the indemnity by or on behalf of such remaining indemnified parties
      assert any defence thereto based on the absence of authority or consideration
      or
      privity of contract and irrevocably waives the benefit of any such
      defence.

     

    
      	
              8.8

            	
              Tax
                Status of Indemnification
                Payments

            


    

     

    Any
      payment made by the Transferor pursuant to this Article
      8 shall constitute a reduction of the Purchase Price and any payment made
      by
      the Transferee pursuant to this Article 8 shall
      constitute an increase in the Purchase Price.  In either case, each of
      the Transferor and the Transferee shall, within a reasonable time of payment
      and
      receipt of such payment, as applicable, and in any event within two months
      of
      such payment, request all amendments to its current or past tax returns as
      may
      be necessary to reflect the foregoing. If any payment made by the Transferor
      or
      the Transferee pursuant to this Article 8 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.

     

    ARTICLE
      9

     

    GENERAL

     

    
      	
              9.1

            	
              Arbitration

            


    

     

    
      	
               

            	
              (a)

            	
              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”), 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 Arbitration Act, 1991 (Ontario) (the
                “Arbitration
                Act”).

            


    

     

    
      	
               

            	
              (b)

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

            


    

     


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (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 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 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 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 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 9.1 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.

            


    

     

    
      	
              9.2

            	
              Public
                Notices

            


    

     

    The
      Parties shall jointly plan and co-ordinate any public notices, press releases,
      and any other publicity concerning the transactions contemplated by this
      Agreement and no Party shall act in this regard without the prior approval
      of
      the other, such approval not to be unreasonably withheld, except:

     


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    (a)           where
      required to meet timely disclosure obligations of any Party under Laws or stock
      exchange rules in circumstances where prior consultation with the other Party
      is
      not practicable and a copy of such disclosure is provided to the other Party
      at
      such time as it is made available to the regulatory authority; and

     

    
      	
               

            	
              (b)

            	
              in
                the case of the Transferor’s communication made to the Transferor’s
                employees affected by such
                transaction.

            


    

     

    
      	
              9.3

            	
              Expenses

            


    

     

    Except
      as
      otherwise provided in this Agreement, each of the Parties shall pay their
      respective legal, accounting, and other professional advisory fees, costs and
      expenses incurred in connection with the purchase and sale of the Business
      and
      the Purchased Assets and the preparation, execution and delivery of this
      Agreement and all documents and instruments executed pursuant to this Agreement
      and any other costs and expenses incurred, provided that the Transferee shall
      not be obligated to pay (or otherwise be responsible for) more than $2.5 million
      of such fees, costs and expenses, it being agreed that the Transferor shall
      pay
      all such amounts, if any, in excess of such $2.5 million.  The Parties
      will co-operate and use all reasonable commercial efforts to minimize such
      fees,
      costs and expenses.

     

    
      	
              9.4

            	
              Notices

            


    

     

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

     

    
      	
               

            	
              (a)

            	
              in
                the case of a Notice to the Transferor
                at:

            


    

     

    c/o
      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 (which shall not constitute Notice) to:

     

    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

     


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    (b)           in
      the case of a Notice to the Transferee at:

     

    c/o
      GS
      Capital Partners AA Investment LLC

     

    85
      Broad
      Street

     

    New
      York,
      NY 10004

     

    U.S.A.

     

    Attention:                                Gerry
      Cardinale

     

    Fax
      No.:                      212-357-5505

     

    E-mail:                                gerry.cardinale@gs.com

     

    with
      a
      copy (which shall not constitute Notice) to the Transferor (as above) and
      to:

     

    GS
      Capital Partners VI, L.P.

     

    One
      New
      York Plaza

     

    38th
      Floor

     

    New
      York,
      NY 10004

     

    U.S.A.

     

    Attention:                                Ben
      Adler

     

    Fax
      No.:                      212-482-3820

     

    E-mail:                                ben.adler@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.

     

    
      	
              9.5

            	
              Attornment
                

            


    

     

    Subject
      to Section 9.1, each of the Parties hereby attorns
      to the exclusive jurisdiction of the courts of the Province of Ontario in
      connection with any Dispute.

     

    
      	
              9.6

            	
              Assignment

            


    

     

    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
      Party.

     

    
      	
              9.7

            	
              Enurement

            


    

     

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

     


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    9.8           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 all of the Parties.  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, unless otherwise provided in the written waiver, shall be limited
      to
      the specific breach waived.

     

    
      	
              9.9

            	
              Further
                Assurances

            


    

     

    The
      Parties shall, with reasonable diligence, do all such things and provide all
      such reasonable assurances as may be required to consummate the transactions
      contemplated by this Agreement, and each Party shall provide such further
      documents or instruments required by any other Party as may be reasonably
      necessary or desirable to effect the purpose of this Agreement and carry out
      its
      provisions, whether before or after the Closing provided that the costs and
      expenses of any actions taken after Closing at the request of a Party shall
      be
      the responsibility of the requesting Party.

     

    
      	
              9.10

            	
              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 together
      constitute one and the same agreement.

     

    IN
      WITNESS OF WHICH the Parties have executed this Agreement.

     

    
      	 	 	
              4414616
                Canada Inc.

            
	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            
	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            


    

    


     

    
      	 	 	
              CW
                Investments Co.

            
	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            
	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            


    

    


     

    

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

       

      to

       

      SCHEDULE
        5.1

       

      to

       

      SHAREHOLDERS
        AGREEMENT

       

      


       

      CanWest
        MediaWorks Inc.

       

      -
        and -

       

      l

       

      


       

      


       

      


       

       

      ASSET
        TRANSFER AGREEMENT

       

       

      l

       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

                

                    TABLE
              OF
              CONTENTS      
      

                    
      
      

                    Page      

             
      

                    
      
    

        

      


      
        	
                ARTICLE
                  1

              	 	 
	
                    DEFINITIONS
                  AND
                  PRINCIPLES OF INTERPRETATION

              	
                1

              	 
	
                    1.1

              	
                Definitions

              	
                1

              
	
                    1.2

              	
                Certain
                  Rules of Interpretation

              	
                9

              
	
                    1.3

              	
                Entire
                  Agreement

              	
                10

              
	
                    1.4

              	
                Accounting
                  Principles

              	
                11

              
	
                    1.5

              	
                Schedules

              	
                11

              
	
                ARTICLE
                  2

              	 	 
	
                    PURCHASE
                  AND
                  SALE

              	
                11

              	 
	
                    2.1

              	
                Action
                  by Transferor and Transferee

              	
                11

              
	
                    2.2

              	
                Place
                  of Closing

              	
                12

              
	
                    2.3

              	
                Non-Assignable
                  Rights

              	
                12

              
	
                ARTICLE
                  3

              	 	 
	
                    PURCHASE
                  PRICE

              	
                12

              	 
	
                    3.1

              	
                Purchase
                  Price

              	
                12

              
	
                    3.2

              	
                Satisfaction
                  of Purchase Price

              	
                12

              
	
                    3.3

              	
                Assumption
                  of Assumed Liabilities and Assumed Obligations

              	
                12

              
	
                ARTICLE
                  4

              	 	 
	
                    REPRESENTATIONS
                  AND WARRANTIES OF THE TRANSFEROR

              	
                13

              	 
	
                    4.1

              	
                Organization
                  of the Transferor

              	
                13

              
	
                    4.2

              	
                Authority
                  of Transferor

              	
                13

              
	
                    4.3

              	
                Enforceability
                  Against Transferor

              	
                13

              
	
                    4.4

              	
                No
                  Conflict by Transferor

              	
                13

              
	
                    4.5

              	
                No
                  Consent Required by Transferor

              	
                13

              
	
                    4.6

              	
                Goods
                  and Services Tax and Harmonized Sales Tax Registration of
                  Transferor

              	
                13

              
	
                    4.7

              	
                Residency
                  of Transferor

              	
                14

              
	
                    4.8

              	
                Direction
                  to the CRTC - Transferor

              	
                14

              
	
                    4.9

              	
                Title
                  to Certain Assets

              	
                14

              
	
                    4.10

              	
                Disclaimer
                  of Other Representations and Warranties

              	
                14

              
	
                ARTICLE
                  5

              	 	 
	
                    REPRESENTATIONS
                  AND WARRANTIES OF THE TRANSFEREE,

              	
                14

              	 
	
                    5.1

              	
                Organization
                  of the Transferee

              	
                14

              
	
                    5.2

              	
                Authority
                  of the Transferee

              	
                14

              
	
                    5.3

              	
                Enforceability
                  Against Transferee

              	
                14

              
	
                    5.4

              	
                No
                  Consent Required by Transferee

              	
                15

              
	
                    5.5

              	
                Investment
                  Canada Act - Transferee

              	
                15

              
	
                    5.6

              	
                Goods
                  and Services Tax and Harmonized Sales Tax Registration of
                  Transferee

              	
                15

              
	
                    5.7

              	
                Direction
                  to the CRTC - Transferee

              	
                15

              
	
                    5.8

              	
                No
                  Conflict by Transferee

              	
                15

              
	
                    5.9

              	
                [Shares]
                  [Units]

              	
                15

              
	
                ARTICLE
                  6

              	 	 
	
                    SURVIVAL

              	
                15

              	 
	
                    6.1

              	
                Nature
                  and Survival

              	
                15

              
	
                ARTICLE
                  7

              	 	 
	
                    OTHER
                  COVENANTS OF THE PARTIES

              	
                16

              	 
	
                    7.1

              	
                Employment
                  Matters

              	
                16

              
	
                    7.2

              	
                Benefit
                  Plans

              	
                16

              
	
                    7.3

              	
                Services
                  of Excluded Division

              	
                17

              
	
                    7.4

              	
                Preservation
                  of Records

              	
                17

              
	
                    7.5

              	
                Stated
                  Capital

              	
                17

              
	
                    7.6

              	
                Insurance

              	
                17

              
	
                    7.7

              	
                Shared
                  Assets

              	
                17

              
	
                    7.8

              	
                Trade-marks

              	
                18

              
	
                ARTICLE
                  8

              	 	 
	
                    TAXES

              	
                18

              	 
	
                    8.1

              	
                Sales
                  and Transfer Taxes

              	
                18

              
	
                    8.2

              	
                Goods
                  and Services Tax and Harmonized Sales Tax Election

              	
                18

              
	
                    8.3

              	
                Goods
                  and Services Tax and Harmonized Sales Tax if Election Not
                  Applicable

              	
                19

              
	
                    8.4

              	
                Income
                  Tax Elections

              	
                19

              
	
                ARTICLE
                  9

              	 	 
	
                    INDEMNIFICATION

              	
                20

              	 
	
                    9.1

              	
                Indemnification
                  by the Transferor

              	
                20

              
	
                    9.2

              	
                Indemnification
                  by the Transferee

              	
                21

              
	
                    9.3

              	
                Indemnification
                  Procedures for Third Party Claims

              	
                21

              
	
                    9.4

              	
                Bulk
                  Sales and Retail Sales Tax Waiver

              	
                22

              
	
                    9.5

              	
                Reductions
                  and Subrogation

              	
                22

              
	
                    9.6

              	
                Exclusive
                  Remedy

              	
                23

              
	
                    9.7

              	
                One
                  Recovery

              	
                23

              
	
                    9.8

              	
                Duty
                  to Mitigate

              	
                23

              
	
                    9.9

              	
                Trustee
                  and Agent

              	
                23

              
	
                    9.10

              	
                Tax
                  Status of Indemnification Payments

              	
                24

              
	
                ARTICLE
                  10

              	 	 
	
                    GENERAL

              	
                24

              	 
	
                    10.1

              	
                Arbitration

              	
                24

              
	
                    10.2

              	
                Public
                  Notices

              	
                25

              
	
                    10.3

              	
                Expenses

              	
                25

              
	
                    10.4

              	
                Notices

              	
                26

              
	
                    10.5

              	
                Attornment

              	
                26

              
	
                    10.6

              	
                Assignment

              	
                27

              
	
                    10.7

              	
                Enurement

              	
                 

              	27
	
                    10.8

              	
                Amendments
                  and Waivers

              	
                 

              	27 
	
                    10.9

              	
                Further
                  Assurances

              	
                 

              	27 
	
                    10.10

              	
                Execution
                  and Delivery

              	
                 

              	27 


      

      



      
        
          

        

      

      
      

      
      


      THIS
        ASSET TRANSFER AGREEMENT is made l,

       

      BETWEEN:

       

      CanWest
        MediaWorks Inc., a corporation governed by the laws of the
        Province of Manitoba,

       

      (the
        “Transferor”)

       

      -
        and
        -

       

      l,

       

      (the
        “Transferee”).

       

      [Note:  The
        Transferee will be a corporation that will be a wholly-owned subsidiary of
        the
        Transferor or a limited partnership in which the Transferor will hold all
        of the
        limited partnership interests and will hold all of the shares of the corporation
        that is the sole general partner of the limited partnership, following the
        transfer.]

       

      RECITALS:

       

      
        	
                A.

              	
                The
                  Transferor carries on the Contributed
                  Business.

              


      

       

      
        	
                B.

              	
                The
                  Transferor has agreed to sell to the Transferee and the Transferee
                  has
                  agreed to purchase from the Transferor substantially all of the
                  assets,
                  property and undertaking of and relating to the Contributed Business,
                  on
                  the terms and conditions of this
                  Agreement.

              


      

       

      THEREFORE
        the Parties agree as follows:

       

      ARTICLE
        1

       

      DEFINITIONS
        AND PRINCIPLES OF INTERPRETATION

       

      
        	
                1.1

              	
                Definitions

              


      

       

      Whenever
        used in this Agreement the following terms shall have the meanings set out
        below:

       

      “Accounts
        Payable” means amounts relating primarily to the Contributed Business
        owing to any Person as of the Closing Date, which are incurred in connection
        with the purchase of goods or services in the ordinary course of
        business;

       

      “Accounts
        Receivable” means accounts receivable, bills receivable, trade
        accounts, book debts and insurance claims as of the Closing Date relating
        primarily to the Contributed Business or the Purchased Assets, recorded as
        receivable in the Books and Records and other amounts due or deemed to be
        due to
        the Transferor and its Affiliates relating primarily to the Contributed Business
        or the Purchased Assets including refunds and rebates receivable relating
        primarily to the Contributed Business or the Purchased Assets;

       


      
                     

                  
      
    

        
        

      

      
        1

      

       

      
      


      “Accrued
        Liabilities” means any and all debts (other than Indebtedness),
        liabilities, costs, expenses and obligations, whether accrued or fixed, absolute
        or contingent, matured or unmatured, reserved or unreserved, or determined
        or
        determinable, of the Transferor and its Affiliates relating primarily to
        the
        Contributed Business or the Purchased Assets, including accruals for vacation
        pay and customer rebates and allowances but excluding the Excluded
        Liabilities;

       

      “Affiliate”
        has the meaning set out in Section 1.1 of the Shareholders Agreement, provided
        that for purposes of this Agreement the Transferee shall be deemed not to
        be an
        Affiliate of the Transferor;

       

      “Agreement”
        means this Asset Transfer Agreement, including all schedules, and 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 given in the separation and distribution
        agreement dated as of August 15, 2007 among CW Media Inc. and certain other
        parties;

       

      “Appeal
        Arbitrator” has the meaning given in Section 10.1(c);

       

      “Appeal
        Respondent” has the meaning given in Section 10.1(c);

       

      “Appellant”
        has the meaning given in Section 10.1(c);

       

      “Arbitration
        Act” has the meaning given in Section 10.1(a);

       

      “Assumed
        Liabilities” means Accounts Payable and Accrued Liabilities, plus the
        liabilities and obligations of the Transferor and its Affiliates relating
        primarily to the Contributed Business or the Purchased Assets accrued at
        the
        Closing Date under the Contracts, the Governmental Authorizations, the Permitted
        Encumbrances or relating to the Employees to be employed by the Transferee
        as
        contemplated by Section 7.1, whether or not such Employees accept employment
        by
        the Transferee and other obligations or liabilities accrued at the Closing
        Date
        and to be assumed by the Transferee as specifically provided for under this
        Agreement, other than the Excluded Liabilities;

       

      “Assumed
        Obligations” means the liabilities and obligations of the Transferor
        and its Affiliates relating primarily to the Contributed Business or the
        Purchased Assets accruing subsequent to the Closing Date under the Contracts,
        the Governmental Authorizations, the Permitted Encumbrances or relating to
        the
        Employees to be employed by the Transferee as contemplated by Section 7.1, whether or not such Employees accept employment
        by the Transferee, but excluding the Excluded Liabilities;

       

      “Benefit
        Plans” means all plans, arrangements, agreements, programs, policies,
        practices or undertakings, whether formal or informal, funded or unfunded,
        insured or uninsured, registered or unregistered with respect to Employees
        to
        which, as at the Closing Date, the Transferor or any of its Affiliates is
        a
        party or bound or in which the Employees participate or under which the
        Transferor or any of its Affiliates has, or will have, any liability or
        contingent liability, or pursuant to which payments are made, or benefits
        are
        provided to, or an entitlement to payments or benefits may arise with respect
        to
        any

       


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      Employees,
        former employees or individuals working under contract with the Transferor
        or
        any of its Affiliates primarily with respect to the Contributed Business
        or the
        Purchased Assets or other individuals providing services to the Transferor
        or
        any of its Affiliates primarily with respect to the Contributed Business
        or the
        Purchased Assets (or any spouses, dependants, survivors or beneficiaries
        of any
        such individuals);

       

      “Books
        and Records” means books and records of the Transferor and its
        Affiliates relating primarily to the Contributed Business or the Purchased
        Assets, including financial, corporate, operations and sales books, records,
        books of account, sales and purchase records, lists of suppliers and customers,
        (including advertisers and subscribers), business reports, plans and projections
        and all other documents, plans, files, records, assessments, correspondence,
        and
        other data and information, financial or otherwise including all data,
        information and databases stored on computer-related or other electronic
        media;

       

      “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;

       

      “Cash”
        means cash and cash equivalents as determined in accordance with
        GAAP;

       

      “Claims”
        has the meaning given in Section 9.3(a);

       

      “Closing”
        means the completion of the sale by the Transferor to, and purchase by the
        Transferee of, the Purchased Assets under this Agreement;

       

      “Closing
        Date” means December 31, 2009, or such other
        earlier date as the Parties may agree in writing as the
        date upon which the Closing shall take place;

       

      “Closing
        Time” means 10:00 o’clock a.m., Toronto time, on the Closing Date or
        such other time on such date as the Parties may agree in writing as the time
        at
        which the Closing shall take place;

       

      “Confidential
        Arbitration Information” has the meaning given in Section 10.1(e);

       

      “Contracts”
        means contracts, licences, leases, agreements, obligations, promises,
        undertakings, understandings, arrangements, documents, commitments, entitlements
        or engagements, other than Benefit Plans, to which the Transferor or any
        of its
        Affiliates is a party or by which the Transferor or any of its Affiliates
        is
        bound or under which the Transferor or any of its Affiliates has, or will
        have,
        any liability or contingent liability as at the Closing Date relating primarily
        to the Contributed Business or the Purchased Assets (in each case, whether
        written or oral, express or implied), and includes quotations, orders, proposals
        or tenders which remain open for acceptance and warranties and
        guarantees;

       

      “Contributed
        Business” means the Canadian television operating segment of the
        business of the Transferor and its Affiliates as at January 10, 2007 determined
        in accordance with the principles employed in reporting the financial results
        of
        the “Television Canada” operating segment of CanWest Global Communications Corp.
        in

       


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      the
        footnotes to the audited financial statements of CanWest Global Communications
        Corp. for the fiscal year ended August 31, 2006, and such business as it
        exists
        from time to time after January 10, 2007 (subject to the covenants in Section
        5.4 of the Shareholders Agreement), but at the option of the Transferor
        excluding therefrom the Excluded Division;

       

       “CRTC”
        means the Canadian Radio-television and Telecommunications Commission, or
        any
        successor to it;

       

      “Dispute”
        has the meaning given in Section 10.1(a);

       

      “Damages”
        means all injunctions, judgments, orders, decrees, rulings, liabilities,
        obligations, liens, assessments, levies, losses (including diminution in
        the
        value of an investment), damages, fines, penalties, costs of any investigation,
        response, or remedial or corrective action, capital improvements and related
        activities and third party claims, including reasonable attorneys’ fees and
        expenses;

       

      “Employees”
        means individuals employed or retained by the Transferor or any of its
        Affiliates at the Closing Time, on a full-time, part-time or temporary basis,
        primarily with respect to the Contributed Business or the Purchased Assets,
        including those employees of the Contributed Business on disability leave,
        parental leave or other absence;

       

      “Encumbrances”
        means pledges, liens, charges, security interests, leases, title retention
        agreements, mortgages, options, adverse claims or encumbrances of any kind
        or
        character whatsoever;

       

      “Excluded
        Assets” means:

       

      
        	
                 

              	
                (a)

              	
                Cash;

              


      

       

      
        	
                 

              	
                (b)

              	
                corporate,
                  financial and taxation records of the Transferor or any of its
                  Affiliates,
                  whether relating to the Contributed Business or the Purchased Assets
                  or
                  otherwise, and records of the Transferor that do not relate primarily
                  to
                  the Contributed Business;

              


      

       

      
        	
                 

              	
                (c)

              	
                extra-provincial,
                  sales, excise or other similar licences or registrations issued
                  to or held
                  by the Transferor or any of its Affiliates, whether relating to
                  the
                  Contributed Business or the Purchased Assets or otherwise, other
                  than any
                  such licences or registrations that are exclusively related to
                  the
                  Contributed Business or the Purchased Assets and are
                  transferable;

              


      

       

      
        	
                 

              	
                (d)

              	
                refunds
                  in respect of assessments or reassessments for Taxes paid prior
                  to the
                  Closing whether relating to the Contributed Business or the Purchased
                  Assets or otherwise;

              


      

       

      
        	
                 

              	
                (e)

              	
                refundable
                  Taxes and input tax credits in respect of Taxes paid prior to Closing
                  whether relating to the Contributed Business or the Purchased Assets
                  or
                  otherwise;

              


      

       


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (f)

              	
                insurance
                  policies, other than in respect of the right to receive insurance
                  recoveries under such policies in respect of any loss, damage or
                  destruction of or to the Purchased Assets;
                  and

              


      

       

      
        	
                 

              	
                (g)

              	
                Contracts
                  relating to the foregoing;

              


      

       

      “Excluded
        Division” means the CanWest Media Sales Division of the Transferor and
        its Affiliates;

       

      “Excluded
        Liabilities” means all liabilities or obligations of the Transferor and
        its Affiliates of whatsoever nature or kind:

       

      
        	
                 

              	
                (a)

              	
                with
                  respect to Taxes, whether or not the same relate to the Contributed
                  Business or the Purchased Assets, including Taxes with respect
                  to periods
                  prior to the Closing Date;

              


      

       

      
        	
                 

              	
                (b)

              	
                with
                  respect to Indebtedness, whether or not the same was incurred with
                  respect
                  to or relating to the Contributed Business or the Purchased
                  Assets;

              


      

       

      
        	
                 

              	
                (c)

              	
                that
                  do not arise with respect to or do not primarily relate to the
                  Contributed
                  Business or the Purchased Assets;

              


      

       

      
        	
                 

              	
                (d)

              	
                relating
                  to the Excluded Assets; and

              


      

       

      
        	
                 

              	
                (e)

              	
                that
                  have been specifically agreed to be assumed or retained by the
                  Transferor
                  or its Affiliates pursuant to the
                  Agreement;

              


      

       

      “Fair
        Market Value” means the highest price available in an open and
        unrestricted market between informed and prudent parties, acting at arm’s length
        and under no compulsion to act, expressed in terms of cash;

       

      “Goodwill”
        means the goodwill of the Contributed Business and relating primarily to
        the
        Purchased Assets, and information and documents relevant thereto including
        lists
        of customers (including advertisers and subscribers) and suppliers, credit
        information, telephone and facsimile numbers, research materials, research
        and
        development files and the exclusive right of the Transferee to represent
        itself
        as carrying on the Contributed Business in succession to the Transferor and
        its
        Affiliates and to all rights in respect of the names “Global” and “E!” any
        variations of such names;

       

      “Governmental
        Entity” means any:

       

      
        	
                 

              	
                (a)

              	
                multinational,
                  federal, provincial, state, regional, municipal, local or other
                  government, governmental or public department, central bank, court,
                  tribunal, arbitral body, commission, board, bureau or agency, domestic
                  or
                  foreign;

              


      

       

      
        	
                 

              	
                (b)

              	
                any
                  subdivision, agent, commission, board or authority of any of the
                  foregoing; or

              


      

       

      
        	
                 

              	
                (c)

              	
                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;

              


      

       


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                “Governmental
                  Authorizations” means authorizations, approvals, licences or
                  permits issued to the Transferor and its Affiliates relating primarily
                  to
                  the Contributed Business or the Purchased Assets by or from any
                  Governmental Entity;

              


      

       

      “Indebtedness”
        means, in respect of any Person, the amount of all debts and liabilities
        in
        respect of:

       

      
        	
                 

              	
                (a)

              	
                money
                  borrowed or raised, including any related premiums and all capitalized
                  interest;

              


      

       

      
        	
                 

              	
                (b)

              	
                debentures,
                  bonds, promissory notes or similar debt instruments;
                  and

              


      

       

      
        	
                 

              	
                (c)

              	
                obligations
                  under leases of real or personal property to the extent that such
                  obligations would be capitalized on a balance sheet prepared in
                  accordance
                  with GAAP;

              


      

       

      determined,
        without duplication, on a consolidated basis in accordance with GAAP but,
        for
        the avoidance of doubt, not including any trade payables or Accrued Liabilities
        (including, by way of example, in respect of pension or post-retirement
        obligations, program payables or CRTC-related obligations);

       

      “Indemnified
        Party” has the meaning given in Section 9.3(a);

       

      “Indemnifying
        Party” has the meaning given in Section 9.3(a);

       

      “Indemnity
        Agreement” means the indemnity agreement dated as of August 15, 2007
        between the Transferor, 4414616 Canada Inc., G.S. Capital Partners VI Fund,
        L.P., GSCP VI AA One Holding S.àr.l, GSCP VI AA Parallel Holding S.àr.l and CW
        Investments Co.;

       

      “Ineligible
        Assets” has the meaning given in Section 8.3;

       

      “Information
        Technology” means computer hardware, software in source code and object
        code form (including documentation, interfaces and development tools), websites
        primarily for the Contributed Business, databases, telecommunications equipment
        and facilities and other information technology systems owned, used or held
        by
        the Transferor and its Affiliates on the Closing Date primarily for use in
        or
        relating primarily to the Contributed Business or the Purchased
        Assets;

       

      “Intellectual
        Property” means intellectual property rights, whether registered or
        not, owned, used or held by the Transferor and its Affiliates on the Closing
        Date primarily for use in or relating primarily to the Contributed Business
        or
        the Purchased Assets, including:

       

      
        	
                 

              	
                (a)

              	
                trade-marks,
                  trade dress, trade-names, business names and other indicia of origin;
                  and

              


      

       

      
        	
                 

              	
                (b)

              	
                copyrights,
                  including copyright registrations and
                  applications;

              


      

       


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                “Inventories”
                  means items that on the Closing Date are held by the Transferor
                  and its
                  Affiliates for sale, license, rental, lease or other distribution
                  in the
                  ordinary course of business, or are being produced for sale, or
                  are to be
                  consumed, directly or indirectly, in the production of goods or
                  services
                  to be available for sale, of every kind and nature and wheresoever
                  situate
                  and in each case relating primarily to the Contributed Business
                  or the
                  Purchased Assets;

              


      

       

      “Laws”
        means currently existing applicable statutes, by-laws, rules, regulations,
        orders, ordinances or judgments, in each case of any Governmental Entity
        having
        the force of law;

       

      “Leased
        Real Property” means lands and/or premises which are used by the
        Transferor and its Affiliates at the Closing Date relating primarily to the
        Contributed Business or the Purchased Assets which are leased, subleased,
        licensed or otherwise occupied by the Transferor and its Affiliates and the
        interest of the Transferor and its Affiliates in buildings, structures,
        fixtures, erections, improvements, easements, rights of way and other
        appurtenances situate on or forming part of such premises;

       

      “Non-Assignable
        Rights” has the meaning given in Section 2.3;

       

      “Notice”
        has the meaning given in Section 10.4;

       

      “Owned
        Real Property” means real property used primarily with respect to the
        Contributed Business or the Purchased Assets, owned by the Transferor and
        its
        Affiliates on the Closing Date, including buildings, structures, fixtures,
        erections, improvements and other appurtenances situate on or forming part
        of
        such real property;

       

      “Parties”
        means the Transferor and the Transferee collectively, and “Party” means any one
        of them;

       

      “Permitted
        Encumbrances” means the Encumbrances listed in Schedule 1.1;

       

      “Person”
        means any individual, sole proprietorship, partnership, firm, entity,
        unincorporated association, unincorporated syndicate, unincorporated
        organization, trust, body corporate, limited liability company, unlimited
        liability company, Governmental Entity, board, tribunal, dispute settlement
        panel or body, bureau and where the context requires any of the foregoing
        when
        they are acting as trustee, executor, administrator or other legal
        representative;

       

      “Prepaid
        Expenses and Deposits” means the unused portion of amounts that have
        been prepaid by or on behalf of the Transferor and its Affiliates on the
        Closing
        Date relating primarily to the Contributed Business or the Purchased Assets
        including Taxes, assessments, rates and charges, utilities, rents, tenant
        allowances, insurance and deposits with any public utility or any Governmental
        Entity, but excluding income or other Taxes which are personal to the Transferor
        and its Affiliates and amounts paid in respect of the Benefit
        Plans;

       

      “Proceeding”
        means any court, administrative, regulatory or similar proceeding (whether
        civil, quasi-criminal or criminal), arbitration or other dispute
        settlement

       


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      procedure,
        investigation, audit, assessment, inquiry, request for information, warrant,
        charge, suit or claim, or any similar matter or proceeding;

       

      “Purchase
        Price” has the meaning given in Section 3.1;

       

      “Purchased
        Assets” means all of the right, title and interest of the Transferor
        and its Affiliates in, to and under, or relating to, all rights, properties
        and
        assets of the Transferor and its Affiliates used primarily in, or held by
        the
        Transferor or its Affiliates primarily for use in, or relating primarily
        to, the
        Contributed Business, of whatsoever nature or kind and wherever situated,
        including the following:

       

      
        	
                 

              	
                (a)

              	
                the
                  Accounts Receivable;

              


      

       

      
        	
                 

              	
                (b)

              	
                the
                  Books and Records;

              


      

       

      
        	
                 

              	
                (c)

              	
                the
                  Contracts;

              


      

       

      
        	
                 

              	
                (d)

              	
                the
                  Goodwill;

              


      

       

      
        	
                 

              	
                (e)

              	
                the
                  Governmental Authorizations;

              


      

       

      
        	
                 

              	
                (f)

              	
                the
                  Inventories;

              


      

       

      
        	
                 

              	
                (g)

              	
                the
                  Owned Real Property;

              


      

       

      
        	
                 

              	
                (h)

              	
                the
                  Prepaid Expenses and Deposits;

              


      

       

      
        	
                 

              	
                (i)

              	
                the
                  Securities;

              


      

       

      
        	
                 

              	
                (j)

              	
                the
                  Tangible Personal Property; and

              


      

       

      
        	
                 

              	
                (k)

              	
                the
                  Technology;

              


      

       

      other
        than the Excluded Assets;

       

      “Real
        Property” means Owned Real Property and Leased Real
        Property;

       

      “Securities”
        means the shares, partnership interests or other ownership interests held
        by the
        Transferor and its Affiliates in other Persons, including Subsidiaries of
        the
        Transferor and its Affiliates, that engage primarily in the Contributed
        Business;

       

      “Shareholders
        Agreement” means the shareholders agreement dated as of August 15, 2007
        between the Transferor, 4414616 Canada Inc., G.S. Capital Partners VI Fund,
        L.P., GSCP VI AA One Holding S.àr.l, GSCP VI AA Parallel Holding S.àr.l and CW
        Investments Co.;

       

      [“Shares”
        means the voting common shares in the capital of the
        Transferee;]

       

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

       


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      “Tangible
        Personal Property” means machinery, equipment, furniture, furnishings,
        office equipment, computer hardware, supplies, materials, vehicles, material
        handling equipment, implements, parts, tools, jigs, dies, moulds, patterns,
        tooling and spare parts and tangible assets (other than Real Property and
        Inventory) owned, used or held by the Transferor and its Affiliates on the
        Closing Date for primarily use in or relating primarily to the Contributed
        Business or the Purchased Assets;

       

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

       

      “Taxes”
        means taxes, duties, fees, premiums, assessments, imposts, levies and other
        similar charges imposed by any Governmental Entity under applicable Law,
        including all interest, penalties, fines, additions to tax or other additional
        amounts imposed by any Governmental Entity in respect thereof, and including
        those levied on, or measured by, or referred to as, income, gross receipts,
        profits, capital, transfer, land transfer, sales, goods and services, harmonized
        sales, use, value-added, excise, stamp, withholding, business, franchising,
        property, development, occupancy, employer health, payroll, employment, health,
        social services, education and social security taxes, all surtaxes, all customs
        duties and import and export taxes, countervail and anti-dumping, all licence,
        franchise and registration fees and all employment insurance, health insurance
        and Canada, Québec and other government pension plan premiums or
        contributions;

       

      “Technical
        Information” means know-how and related technical knowledge owned, used
        or held by the Transferor and its Affiliates primarily for use in or relating
        primarily to the Contributed Business or the Purchased Assets;

       

      “Technology”
        means Intellectual Property, Technical Information and Information
        Technology;

       

      “Transferee
        Indemnified Persons” has the meaning given in Section 9.1(a);

       

      “Transferor
        Indemnified Persons” has the meaning given in Section 9.2(a); and

       

      [“Units”
        means units of limited partnership interest in the
        Transferee.]

       

      
        	
                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 lawful
                  currency of Canada.

              


      

       

      
        	
                 

              	
                (c)

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

              


      

       

      
        	
                 

              	
                (d)

              	
                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

              


      

       


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                excluding
                  the day on which the period commences and including the day on
                  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.

              


      

       

      
        	
                 

              	
                (e)

              	
                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.

              


      

       

      
        	
                 

              	
                (f)

              	
                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.

              


      

       

      
        	
                 

              	
                (g)

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

              


      

       

      
        	
                 

              	
                (h)

              	
                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.

              


      

       

      
        	
                 

              	
                (i)

              	
                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.

              


      

       

      
        	
                 

              	
                (j)

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

              


      

       

      
        	
                 

              	
                (k)

              	
                Statutory
                  references– A reference to a statute includes all regulations and
                  rules made pursuant to such statute and, unless otherwise specified,
                  the
                  provisions of any statute or regulation which 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.  There are no covenants,
        promises, warranties, representations, conditions, understandings 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

       


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      this
        Agreement and the Transferee shall acquire the Contributed Business and the
        Purchased Assets “as is, where is” subject only to the benefit of the
        representations and warranties in this Agreement and in the Ancillary
        Agreements.  The Transferee shall have no remedy in respect of any
        untrue statement made to it upon which it relied in entering this Agreement
        other than any such statement in this Agreement or the Ancillary Agreements,
        subject to the terms of such agreements.

       

      
        	
                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
        schedules to this Agreement, listed below, are an integral part of this
        Agreement:

       

      
        	
                Schedule

              	
                Description

              
	
                Schedule
                  1.1

              	
                Permitted
                  Encumbrances

              
	
                Schedule
                  7.3

              	
                Services
                  of Excluded Division

              


      

      


      ARTICLE
        2

       

      PURCHASE
        AND SALE

       

      
        	
                2.1

              	
                Action
                  by Transferor and
                  Transferee

              


      

       

      Subject
        to the provisions of this Agreement, at the Closing Time:

       

      
        	
                 

              	
                (a)

              	
                Purchase
                  and Sale of Purchased Assets– the Transferor shall sell or cause
                  to be sold and the Transferee shall purchase the Purchased
                  Assets;

              


      

       

      
        	
                 

              	
                (b)

              	
                Assumption
                  of Assumed Liabilitiesand Assumed Obligations –
                  the Transferee shall assume the Assumed Liabilities and Assumed
                  Obligations;

              


      

       

      
        	
                 

              	
                (c)

              	
                Payment
                  of Purchase Price– the Transferee shall pay the Purchase Price as
                  provided in Section 3.2;

              


      

       

      
        	
                 

              	
                (d)

              	
                Transfer
                  and Delivery of Purchased Assets– the Transferor shall execute
                  and deliver, or cause to be executed and delivered, to the Transferee
                  all
                  such bills of sale, assignments, instruments of transfer, deeds,
                  assurances, consents and other documents as shall be necessary
                  to
                  effectively transfer to the Transferee the Purchased Assets; the
                  Transferor shall deliver up or cause to be delivered up to the
                  Transferee
                  possession of the Purchased Assets, free and clear of all Encumbrances
                  (other than Permitted Encumbrances);
                  and

              


      

       


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (e)

              	
                Other
                  Documents– the Transferor and Transferee shall deliver or cause
                  to be delivered such other documents as may be necessary to complete
                  the
                  transactions provided for in this
                  Agreement.

              


      

       

      
        	
                2.2

              	
                Place
                  of Closing

              


      

       

      The
        Closing shall take place at the Closing Time at the offices of Osler, Hoskin
        & Harcourt LLP located at Suite 6600, One First Canadian Place, Toronto,
        Ontario, M5X 1B8 or at such other place as may be agreed upon by the Transferor
        and the Transferee.

       

      
        	
                2.3

              	
                Non-Assignable
                  Rights

              


      

       

      Nothing
        in this Agreement shall be construed as an assignment of, or an attempt to
        assign to the Transferee, any Contract or Governmental Authorization which,
        as a
        matter of law or by its terms, is (i) not assignable, or (ii) not assignable
        without the approval or consent of the issuer thereof or the other party
        or
        parties thereto, without first obtaining such approval or consent (collectively
        “Non-Assignable Rights”).  In connection with such
        Non-Assignable Rights, the Transferor shall:

       

      
        	
                 

              	
                (a)

              	
                apply
                  for and use commercially reasonable efforts to obtain all such
                  consents or
                  approvals, provided that nothing shall require the Transferor to
                  make any
                  payment to any other party in order to obtain such consent or approval;
                  and

              


      

       

      
        	
                 

              	
                (b)

              	
                co-operate
                  with the Transferee in any reasonable arrangements designed to
                  provide the
                  benefits of such Non-Assignable Rights to the Transferee, including
                  holding any such Non-Assignable Rights in trust for the Transferee
                  or
                  acting as agent for the Transferee.

              


      

       

      ARTICLE
        3

       

      PURCHASE
        PRICE

       

      
        	
                3.1

              	
                Purchase
                  Price

              


      

       

      The
        amount payable by the Transferee for the Purchased Assets (the “Purchase
        Price”), exclusive of all applicable sales and transfer taxes, shall be
        [the Fair Market Value of the Purchased Assets]:

       

      
        	
                3.2

              	
                Satisfaction
                  of Purchase Price

              


      

       

      The
        Transferee shall satisfy the Purchase Price at the Closing Time, to the extent
        of the amount of the Assumed Liabilities at the Closing Time, by assuming
        the
        Assumed Liabilities and, to the extent of the remainder of the Purchase Price,
        by issuing to the Transferor and/or its Affiliates, as applicable, of l fully paid
        and
        non-assessable [Shares] or
[Units].

       

      
        	
                3.3

              	
                Assumption
                  of Assumed Liabilities and Assumed
                  Obligations

              


      

       

      From
        and
        after Closing, the Transferee shall assume, satisfy and fully perform, pay
        and
        discharge the Assumed Liabilities and Assumed Obligations.

       


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      Article
        4

       

      REPRESENTATIONS
        AND WARRANTIES OF THE TRANSFEROR

       

      The
        Transferor represents and warrants to the Transferee the matters set out
        below.

       

      
        	
                4.1

              	
                Organization
                  of the Transferor

              


      

       

      The
        Transferor has been duly incorporated under the Laws of its jurisdiction
        of
        incorporation, is validly existing and has full corporate power and capacity
        to
        own its properties and assets and conduct its business as currently owned
        and
        conducted.

       

      
        	
                4.2

              	
                Authority
                  of Transferor

              


      

       

      The
        Transferor has the requisite corporate power and capacity to execute, deliver
        and perform its obligations hereunder.  It has duly authorized the
        execution, delivery and performance of this Agreement and no other corporate
        proceedings on its part are necessary to authorize the execution, delivery
        and
        performance of this Agreement by it.

       

      
        	
                4.3

              	
                Enforceability
                  Against Transferor

              


      

       

      This
        Agreement has been duly executed and delivered by the Transferor and constitutes
        a legal, valid and binding obligation, enforceable against it in accordance
        with
        its terms.

       

      
        	
                4.4

              	
                No
                  Conflict by Transferor

              


      

       

      The
        execution, delivery and performance by the Transferor of this Agreement and
        the
        consummation by it of the transactions contemplated hereby will not result
        in a
        violation or breach of, require any consent to be obtained under or give
        rise to
        any termination rights or payment obligation under any provision of its articles
        or by-laws (or other constating documents); any resolution of its board of
        directors (or any committee thereof) or of its shareholders; any applicable
        Laws; or any material Contract to which it or its Subsidiaries is a party
        or by
        which any of them is bound or their respective properties or assets are bound;
        or give rise to any right of termination or acceleration of indebtedness,
        or
        cause any third party indebtedness to come due before its stated maturity
        or
        cause any available credit to cease to be available where such event would
        materially impair its ability to complete or materially prevent it from
        completing the transactions contemplated hereby.

       

      
        	
                4.5

              	
                No
                  Consent Required by
                  Transferor

              


      

       

      No
        consent, approval, order or authorization of, or declaration or filing with,
        any
        Governmental Entity or other Person is required to be obtained or made by
        the
        Transferor in connection with the execution, delivery or performance of this
        Agreement that has not been obtained or made prior to the Closing
        Time.

       

      
        	
                4.6

              	
                Goods
                  and Services Tax and Harmonized Sales Tax Registration of
                  Transferor

              


      

       

      The
        Transferor 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 and its registration number is:
        [insert]

       


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      4.7           Residency
        of Transferor

       

      The
        Transferor is not a “non-resident” of Canada within the meaning of the Tax
        Act.

       

      
        	
                4.8

              	
                Direction
                  to the CRTC - Transferor

              


      

       

      The
        Transferor is a “Canadian” within the meaning of the Direction to the CRTC
        (Ineligibility of Non-Canadians).

       

      
        	
                4.9

              	
                Title
                  to Certain Assets

              


      

       

      Except
        as
        identified elsewhere in this Agreement, the Transferor is the sole legal
        and
        beneficial owner of the Purchased Assets with good and valid title, free
        and
        clear of all Encumbrances other than Permitted Encumbrances and is entitled
        to
        possess and dispose of same (subject only, in the case of Contracts or
        Governmental Authorizations, to any necessity of obtaining consents to their
        assignment).

       

      
        	
                4.10

              	
                Disclaimer
                  of Other Representations and
                  Warranties

              


      

       

      Except
        as
        expressly set forth in this Article
        4 and the Indemnity Agreement, the Transferor makes no representation
        or warranty, and there is no condition, in each case, express or implied,
        at
        law, by statute or in equity, in respect of the Contributed Business or the
        Purchased Assets, including with respect to merchantability or fitness for
        any
        particular purpose, and any such other representations, warranties or conditions
        are expressly disclaimed.

       

      ARTICLE
        5

       

      REPRESENTATIONS
        AND WARRANTIES OF THE TRANSFEREE,
        

       

      The
        Transferee represents and warrants to the Transferor the matters set out
        below.

       

      
        	
                5.1

              	
                Organization
                  of the Transferee

              


      

       

      The
        Transferee has been duly [incorporated] [formed] under the Laws
        of its jurisdiction of
[incorporation][formation], is validly
        existing and has full [corporate][partnership]
power and capacity to own its properties
        and assets and conduct its
        business as currently owned and conducted.

       

      
        	
                5.2

              	
                Authority
                  of the Transferee

              


      

       

      The
        Transferee has the requisite
[corporate][partnership] power and capacity to
        execute, deliver and perform its obligations hereunder.  It has duly
        authorized the execution, delivery and performance of this Agreement and
        no
        other [corporate][partnership] proceedings on
        its part are necessary to authorize the execution, delivery and performance
        of
        this Agreement by it.

       

      
        	
                5.3

              	
                Enforceability
                  Against Transferee

              


      

       

      This
        Agreement has been duly executed and delivered by the Transferee and constitutes
        a legal, valid and binding obligations, enforceable against
[it][the partners in the Transferee, subject to the
        limitations contained in The Partnership
        Act (Manitoba)] [or other applicable statute] in
        accordance with its terms.

       


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      5.4           No
        Consent Required by Transferee

       

      No
        consent, approval, order or authorization of, or declaration or filing with,
        any
        Governmental Entity or other Person is required to be obtained or made by
        it in
        connection with the execution, delivery or performance of this Agreement
        that
        has not been obtained or made prior to the Closing Time.

       

      
        	
                5.5

              	
                Investment
                  Canada Act - Transferee

              


      

       

      The
        Transferee is a “Canadian” as such term is defined in the Investment Canada
        Act.

       

      
        	
                5.6

              	
                Goods
                  and Services Tax and Harmonized Sales Tax Registration of
                  Transferee

              


      

       

      The
        Transferee 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 and its registration number is:
        [insert]

       

      
        	
                5.7

              	
                Direction
                  to the CRTC - Transferee

              


      

       

      The
        Transferee is a “Canadian” within the meaning of the Direction to the CRTC
        (Ineligibility of Non-Canadians).

       

      
        	
                5.8

              	
                No
                  Conflict by Transferee

              


      

       

      The
        execution, delivery and performance by the Transferee of this Agreement and
        the
        consummation by it of the transaction contemplated hereby will not result
        in a
        violation or breach of, require any consent to be obtained under or give
        rise to
        any termination rights or payment obligation under any provision of its articles
        or by-laws (or other constating documents); any resolution of its [board
        of directors (or any committee thereof) or of its
        shareholders][partners]; any applicable Laws; or any
        material contract to which it or its Subsidiaries is a party or by which
        any of
        them is bound or their respective properties or assets are bound; or give
        rise
        to any right of termination or acceleration of indebtedness, or cause any
        third
        party indebtedness to come due before its stated maturity or cause any available
        credit to cease to be available where such event would materially impair
        its
        ability to complete or materially prevent it from completing the transaction
        contemplated.

       

      
        	
                5.9

              	
                [Shares]
                  [Units]

              


      

       

      When
        issued and delivered to the Transferor hereunder, the [Shares]
        [Units] shall be duly and validly issued as fully paid and
        non-assessable shares in the capital of the Transferee.

       

      ARTICLE
        6

       

      SURVIVAL

       

      
        	
                6.1

              	
                Nature
                  and Survival

              


      

       

      All
        representations and warranties contained in this Agreement on the part of
        each
        of the Parties shall survive:

       

      
        	
                 

              	
                (a)

              	
                the
                  Closing;

              


      

       


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (b)

              	
                the
                  execution and delivery under this Agreement of any bills of sale,
                  instruments of conveyance, assignments or other instruments of
                  transfer of
                  title to any of the Purchased Assets;
                  and

              


      

       

      
        	
                 

              	
                (c)

              	
                the
                  payment of the consideration for the Purchased
                  Assets,

              


      

       

      in
        each
        case, for the same period of time during which an obligation to indemnify
        exists
        pursuant to Section 9.1(b) or 9.2(b).

       

      ARTICLE
        7

       

      OTHER
        COVENANTS OF THE PARTIES

       

      
        	
                7.1

              	
                Employment
                  Matters

              


      

       

      
        	
                 

              	
                (a)

              	
                The
                  Transferee shall continue the employment of all of the Employees
                  effective
                  as of the Closing Time on terms that are substantially similar
                  to the
                  terms of their current employment and shall recognize the service
                  of such
                  Employees with the Transferor and its Affiliates for all purposes
                  as
                  service with the Transferee. For administrative convenience, the
                  Transferor may continue to provide payroll reporting and payroll
                  services
                  with respect to the Employees and may make payments, or cause payments
                  to
                  be made, on behalf of the Transferee until such time as the Transferee
                  can
                  assume responsibility for such
                  activities.

              


      

       

      
        	
                 

              	
                (b)

              	
                The
                  Transferee shall become the successor employer under any collective
                  agreements that apply to the Employees and shall be bound by and
                  comply
                  with the terms of such collective
                  agreements.

              


      

       

      
        	
                 

              	
                (c)

              	
                The
                  Transferor shall be solely responsible for all amounts accrued
                  and owing
                  to the Employees in respect of all periods prior to the Closing
                  Time and
                  all contributions owing under the Benefit Plans as at the Closing
                  Time in
                  respect of benefits accrued or incurred by the Employees prior
                  to the
                  Closing Time regardless of whether such amounts would otherwise
                  be due and
                  payable as of the Closing Time.  This includes amounts for
                  vacation, bonus, incentive commission or pay in lieu of
                  overtime.

              


      

       

      
        	
                 

              	
                (d)

              	
                The
                  Transferee shall be responsible for all notice of termination,
                  severance
                  and other obligations including entitlement to benefit coverage,
                  stock
                  options or incentive compensation to the Employees who do not continue
                  employment with the Transferee.

              


      

       

      
        	
                7.2

              	
                Benefit
                  Plans

              


      

       

      The
        Transferor and the Transferee shall take, and shall cause their respective
        Affiliates to take, such actions and enter into such arrangements following
        Closing as are required to provide benefits to the Employees that are
        substantially similar in the aggregate to the benefits provided to the Employees
        under the Benefit Plans immediately prior to the Closing
        Time.  Subject to Section 7.1(c), the
        Transferee shall be solely responsible for all liabilities and obligations
        under
        Benefit Plans in respect of Employees, the Contributed Business or the Purchased
        Assets, unless the Transferee and the Transferor agree otherwise.  For
        the avoidance of doubt, the Transferor

       


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      and/or
        its Affiliates and the Transferee may agree to assign and transfer sponsorship
        of any particular Benefit Plan from the Transferor and/or its Affiliates,
        as
        applicable,  to the Transferee, provided that the Transferor will not
        be relieved of its obligations under Section 7.1(c)
        in such circumstances.

       

      
        	
                7.3

              	
                Services
                  of Excluded Division

              


      

       

      From
        and
        after the Closing Time the Transferor shall continue to make the services
        of the
        Excluded Division available to the Transferee on the terms and conditions
        set
        forth in Schedule 7.3 to the extent that the
        Transferor elects to exclude the Excluded Division from the Contributed
        Business.

       

      
        	
                7.4

              	
                Preservation
                  of Records

              


      

       

      The
        Transferee shall take all reasonable steps to preserve and keep the records
        of
        the Transferor and the Contributed Business delivered to it in connection
        with
        the completion of the transactions contemplated by this Agreement for a period
        of six years from the Closing Date, or for any longer period as may be required
        by any Law or Governmental Entity, and shall make such records available
        to the
        Transferor on a timely basis, as may be required by it.

       

      
        	
                7.5

              	
                Stated
                  Capital

              


      

       

      In
        accordance with the provisions of subsection [26(3) of the
Canada Business Corporations Act OR
        26(3) of The Corporations Act
(Manitoba)], the maximum amount
        permitted to be
        added to the paid-up capital of the Shares having regard to subsection 85(2.1)
        of the Tax Act shall be added to the stated capital account maintained for
        the
        Shares as a result of the transfer of the Purchased Assets to the Transferee.
        [Note:  Applicable only if the Transferee is a
        corporation.]

       

      
        	
                7.6

              	
                Insurance

              


      

       

      The
        Transferor shall cooperate with the Transferee in making any claims for the
        benefit of the Transferee under any insurance policies maintained by the
        Transferor in respect of the Contributed Business or the Purchased Assets
        (whether occurring prior to or after the Closing Time), and shall assign
        and pay
        over to the Transferee the proceeds of any such insurance policies to the
        extent
        such proceeds apply to any loss, damage or destruction of or to the Purchased
        Assets.

       

      
        	
                7.7

              	
                Shared
                  Assets

              


      

       

      To
        the
        extent that:

       

      
        	
                 

              	
                (a)

              	
                any
                  assets of the Transferor and its Affiliates that do not form part
                  of the
                  Purchased Assets were used by the Contributed Business prior to
                  the
                  Closing Time; or

              


      

       

      
        	
                 

              	
                (b)

              	
                any
                  Purchased Assets were used by the Transferor and its Affiliates
                  (for the
                  avoidance of doubt, other than the Contributed Business) prior
                  to the
                  Closing Time;

              


      

       


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                the
                  Parties will co-operate with each other in any reasonable arrangements
                  designed to allow the continued use of, or otherwise provide the
                  benefits
                  of, such assets or such Purchased Assets, as the case may be, following
                  the Closing Time on a non-exclusive basis, by or to the Party that
                  does
                  not own such assets following the Closing Time (or its Affiliates),
                  including the licensing of such assets for use by such Party or
                  its
                  Affiliates or acting as agent for such Party or its Affiliates,
                  on terms
                  (including financial compensation and otherwise) consistent with
                  the basis
                  upon which the Parties shared the use of such assets or such Purchased
                  Assets, as the case may be, prior to the Closing
                  Time.

              


      

       

      
        	
                7.8

              	
                Trade-marks

              


      

       

      Without
        limiting the generality of Section 7.7, to the
        extent that the Contributed Business uses any trade names or trade-marks
        owned
        by the Transferor or its Affiliates that do not form part of the Purchased
        Assets, the Transferor will license or cause to be licensed to the Transferee
        such trade names and trade-marks on a royalty-free, non-exclusive basis to
        allow
        the Transferee and the Contributed Business to continue to use such trade
        names
        and trade-marks for an indefinite term in the same manner in which they were
        used prior to the Closing Time.  Any such licence will be granted
        pursuant to a trade-mark licence agreement containing terms and conditions
        satisfactory to the Transferor, acting reasonably.

       

      ARTICLE
        8

       

      TAXES

       

      
        	
                8.1

              	
                Sales
                  and Transfer Taxes

              


      

       

      The
        Transferee shall pay direct to the appropriate Governmental Entity all sales
        and
        transfer taxes, registration charges and transfer fees, other than the goods
        and
        services tax and harmonized sales tax imposed under Part IX of the Excise
        Tax Act (Canada) and any similar value-added or multi-staged tax imposed
        under any applicable provincial or territorial legislation, payable by it
        in
        respect of the purchase and sale of the Purchased Assets and, upon the
        reasonable request of the Transferor, the Transferee shall furnish proof
        of such
        payment.

       

      
        	
                8.2

              	
                Goods
                  and Services Tax and Harmonized Sales Tax
                  Election

              


      

       

      If
        and to
        the extent applicable, the Transferor and the Transferee shall jointly elect,
        or
        the Transferor shall cause its Affiliates to jointly elect with the Transferee,
        under subsection 167(1) of Part IX of the Excise Tax Act (Canada), and
        any equivalent or corresponding provision under any applicable provincial
        or
        territorial legislation imposing a similar value added or multi-staged tax
        (collectively, a “Section 167 Election”), that no tax be payable with respect to
        the purchase and sale of the Purchased Assets under this Agreement. The
        Transferor, and/or the Affiliates of the Transferor, as applicable, and the
        Transferee shall make such election(s) in prescribed form containing prescribed
        information and the Transferee shall, on a timely basis, file such election(s)
        in compliance with the requirements of the applicable
        legislation.  The Transferee shall indemnify and save harmless the
        Transferor from and against any such Tax imposed on the Transferor or its
        Affiliates, as applicable, as a result of any failure or refusal by any
        Governmental Entity to accept any such election.

       


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


      8.3           Goods
        and Services Tax and Harmonized Sales Tax if Election Not
        Applicable

       

      If
        a
        Section 167 Election is not applicable in respect of the transfer of some
        or all
        of the Purchased Assets (“Ineligible Assets”),

       

      
        	
                 

              	
                (a)

              	
                subject
                  to Section 8.3(b), the Transferee shall be liable for and shall
                  pay to the
                  Transferor or the applicable Affiliate of the Transferor an amount
                  equal
                  to any goods and services tax and harmonized sales tax payable
                  by the
                  Transferee and collectible by the Transferor or the applicable
                  Affiliate
                  of the Transferor under the Excise Tax Act (Canada), plus an
                  amount equal to any similar value added or multi-staged tax imposed
                  by any
                  applicable provincial or territorial legislation, in connection
                  with the
                  purchase and sale of the Ineligible Assets under this Agreement;
                  and

              


      

       

      
        	
                 

              	
                (b)

              	
                to
                  the extent permitted under subsection 221(2) of the Excise Tax Act
                  (Canada) and any equivalent or corresponding provision under
                  any
                  applicable provincial or territorial legislation, the Transferee
                  shall
                  self-assess and remit directly to the appropriate Governmental
                  Entity any
                  goods and services tax and harmonized sales tax imposed under the
                  Excise Tax Act (Canada) and any similar value added or
                  multi-staged tax imposed by any applicable provincial or territorial
                  legislation payable in connection with the transfer of any of the
                  Real
                  Property to the extent such Real Property is an Ineligible
                  Asset.  The Transferee shall make and file a return(s) in
                  accordance with the requirements of subsection 228(4) of the Excise
                  Tax Act (Canada) and any equivalent or corresponding provision under
                  any applicable provincial or territorial
                  legislation.

              


      

       

      
        	
                8.4

              	
                Income
                  Tax Elections 

              


      

       

      In
        accordance with the requirements of the Tax Act, the regulations thereunder,
        the
        administrative practice and policy of the Canada Revenue Agency and any
        applicable equivalent or corresponding provincial or territorial legislative,
        regulatory and administrative requirements, the Transferee and the Transferor
        shall make and file, and the Transferor shall cause its Affiliates, as
        applicable, to make and file with the Transferee, in a timely
        manner,

       

      
        	
                 

              	
                (a)

              	
                a
                  joint election(s) to have the provisions of [subsection 85(1)]
                  [subsection 97(2)] of the Tax Act, and any equivalent or
                  corresponding provision under applicable provincial or territorial
                  tax
                  legislation, apply to the purchase and sale of the Purchased Assets
                  under
                  this Agreement.  It is intended that the purchase and sale of
                  the Purchased Assets be on a tax-deferred basis to the Transferor
                  and its
                  applicable Affiliates for purposes of the Tax Act and applicable
                  provincial or territorial tax legislation; for purposes of each
                  such
                  election(s), the parties to the applicable election shall elect
                  transfer
                  prices in respect of the Purchased Assets as determined by the
                  Transferor
                  or its applicable Affiliates, as the case may be, in a manner consistent
                  with this intention and the consideration received
                  for the Purchased Assets shall be allocated in a
                  manner consistent with this
                  intention;

              


      

       

      
        	
                 

              	
                (b)

              	
                if
                  and to the extent applicable, a joint election(s) to have the rule
                  in
                  section 22 of the Tax Act, and any equivalent or corresponding
                  provision
                  under applicable provincial or territorial tax legislation, apply
                  in
                  respect of the Accounts

              


      

       


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                Receivable
                  that are the subject of such election, and shall designate therein
                  the
                  amount determined by the Transferor or its applicable Affiliates,
                  as the
                  case may be; and

              


      

       

      
        	
                 

              	
                (c)

              	
                if
                  and to the extent applicable, a joint election(s) to have the rules
                  in
                  subsection 20(24) of the Tax Act, and any equivalent or corresponding
                  provision under applicable provincial or territorial tax legislation,
                  apply to the obligations of the Transferor or its applicable Affiliates,
                  as the case may be, in respect of undertakings which arise from
                  the
                  operation of the Contributed Business and to which paragraph 12(1)(a)
                  of
                  the Tax Act applies.  The Transferee and the
                  Transferor acknowledge that the Transferor or its applicable Affiliates,
                  as the case may be, is transferring assets to the Transferee which
                  have a
                  value equal to the elected amount as consideration for the assumption
                  by
                  the Transferee of such obligations of the Transferor or its applicable
                  Affiliates, as the case may be.

              


      

       

      The
        Transferee and the Transferor shall prepare and file and/or the Transferor
        shall
        cause its Affiliates to prepare and file, as applicable, their respective
        tax
        returns in a manner consistent with the aforesaid elections.  If a
        Party fails to file, or fails to cause an Affiliate to file, its tax returns
        in
        such manner, it shall indemnify and save harmless the other Party in respect
        of
        any resulting Taxes, legal and/or accounting expenses paid or incurred by
        the
        other Party.

       

      ARTICLE
        9

       

      INDEMNIFICATION

       

      
        	
                9.1

              	
                Indemnification
                  by the Transferor

              


      

       

      
        	
                 

              	
                (a)

              	
                The
                  Transferor shall indemnify and save harmless the Transferee, [the
                  partners in the Transferee,] [its] [their]
                  respective Affiliates (for the avoidance of doubt, excluding
                  the
                  Transferor and its Affiliates other than the Transferee and its
                  Subsidiaries) and their respective directors, managers, officers,
                  members,
                  shareholders, partners, agents, representatives, successors and
                  assigns
                  (“Transferee Indemnified Persons”) from and against all
                  Damages sustained or incurred by any Transferee Indemnified Person
                  as a
                  result of or arising out of:

              


      

       

      
        	
                 

              	
                (i)

              	
                any
                  non-fulfilment or breach of any covenant or agreement on the part
                  of the
                  Transferor contained in this
                  Agreement;

              


      

       

      
        	
                 

              	
                (ii)

              	
                any
                  inaccuracy in or breach of any representation or warranty of the
                  Transferor contained in this
                  Agreement;

              


      

       

      
        	
                 

              	
                (iii)

              	
                any
                  liability or obligation of the Transferor and its Affiliates that
                  is not
                  an Assumed Liability or an Assumed Obligation;
                  and

              


      

       

      
        	
                 

              	
                (iv)

              	
                the
                  Excluded Liabilities.

              


      

       

      
        	
                 

              	
                (b)

              	
                The
                  Transferor’s obligations under Section 9.1(a) shall
                  be subject to the following
                  limitations:

              


      

       

      
        	
                 

              	
                (i)

              	
                the
                  obligations of the Transferor under Section 9.1(a)(ii) shall
                  terminate on the Survival Date, as such term is defined in
                  the

              


      

       


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                Indemnity
                  Agreement, except with respect to bona fide Claims by the
                  Transferee set forth in written notices given by the Transferee
                  to the
                  Transferor prior to such date and in any event, within 45 days
                  of its
                  determination that it has a bona fide Claim;
                  and

              


      

       

      
        	
                 

              	
                (ii)

              	
                the
                  Transferor shall not be liable for any special, indirect, incidental,
                  consequential, punitive or aggravated
                  damages.

              


      

       

      
        	
                9.2

              	
                Indemnification
                  by the Transferee

              


      

       

      
        	
                 

              	
                (a)

              	
                The
                  Transferee shall indemnify and save harmless the Transferor, its
                  Affiliates and their respective directors, managers, officers,
                  members,
                  shareholders, partners, agents, representatives, successors and
                  assigns
                  (“Transferor Indemnified Persons”) from and against all
                  Damages sustained or incurred by any Transferor Indemnified Person
                  as a
                  result of or arising out of the Assumed Liabilities and the Assumed
                  Obligations.

              


      

       

      
        	
                 

              	
                (b)

              	
                The
                  Transferee shall not be liable for any special, indirect, incidental,
                  consequential, punitive or aggravated
                  damages.

              


      

       

      
        	
                9.3

              	
                Indemnification
                  Procedures for Third Party
                  Claims

              


      

       

      
        	
                 

              	
                (a)

              	
                In
                  the case of claims for Damages made by a third party with respect
                  to which
                  indemnification is sought pursuant to this Agreement
                  (“Claims”), the Party seeking indemnification (the
                  “Indemnified Party”) shall give prompt notice, and in any
                  event within 30 days, to the other Party (the “Indemnifying
                  Party”) of any such Claims made upon it.  If the
                  Indemnified Party fails to give such notice, such failure shall
                  not
                  preclude the Indemnified Party from obtaining such indemnification
                  but its
                  right to indemnification may be reduced to the extent that such
                  delay
                  prejudiced the defence of the Claim or increased the amount of
                  liability
                  or cost of defence.

              


      

       

      
        	
                 

              	
                (b)

              	
                The
                  Indemnifying Party shall have the right, by notice to the Indemnified
                  Party given not later than 30 days after receipt of the notice
                  described
                  in Section 3.5(a), to assume the control of the defence, compromise
                  or
                  settlement of the Claim, provided that such assumption shall, by
                  its
                  terms, be without cost to the Indemnified
                  Party.

              


      

       

      
        	
                 

              	
                (c)

              	
                Upon
                  the assumption of control of any Claim by the Indemnifying Party
                  pursuant
                  to Section 3.5(b), the Indemnifying Party shall diligently proceed
                  with
                  the defence, compromise or settlement of the Claim at its sole
                  expense,
                  including if necessary, employment of counsel and experts reasonably
                  satisfactory to the Indemnified Party and, in connection with such
                  defence, the Indemnified Party shall cooperate fully, but at the
                  reasonable expense of the Indemnifying Party, to make available
                  to the
                  Indemnifying Party all pertinent information and witnesses under
                  the
                  Indemnified Party’s control, make such assignments and take such other
                  reasonable steps as in the opinion of counsel for the Indemnifying
                  Party
                  are reasonably necessary to enable the Indemnifying Party to conduct
                  such
                  defence.  The Indemnified Party shall also have the right to
                  participate in the negotiation,

              


      

       


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                settlement
                  or defence of any Claim at its own expense; provided, however,
                  that if the
                  Indemnified Party reasonably believes that there is a conflict
                  of interest
                  between its interests and the interests of the Indemnifying Party
                  or
                  counsel chosen by the Indemnifying Party or there is a reasonable
                  probability that a Claim may materially and adversely affect the
                  Indemnified Party other than as a result of money damages or other
                  money
                  payments, then the Indemnified Party may retain counsel of its
                  own, at the
                  expense of the Indemnifying Party.  The Indemnifying Party shall
                  not, without the written consent of the Indemnified Party, settle
                  or
                  compromise any Claim or consent to the entry of any judgment which
                  does
                  not include as an unconditional term thereof the giving by the
                  claimant to
                  the Indemnified Party a release from all liability in respect to
                  such
                  Claim or that provides for any relief other than monetary
                  damages.

              


      

       

      
        	
                 

              	
                (d)

              	
                The
                  final determination of any Claim pursuant to this Section 3.5,
                  including
                  all related costs and expenses, shall be binding and conclusive
                  upon the
                  Parties as to the validity or invalidity, as the case may be, of
                  such
                  Claim against the Indemnifying
                  Party.

              


      

       

      
        	
                9.4

              	
                Bulk
                  Sales and Retail Sales Tax
                  Waiver

              


      

       

      In
        respect of the purchase and sale of the Purchased Assets under this Agreement,
        the Transferee shall not require the Transferor or its Affiliates to comply,
        or
        to assist the Transferee to comply, with the requirements of (a) the Bulk
        Sales Act (Ontario) or (b) section 6 of the Retail Sales Tax Act
        (Ontario) and any equivalent or corresponding provisions under any other
        applicable legislation in any other jurisdiction.  Notwithstanding the
        foregoing, the Transferor shall indemnify and save harmless the Transferee
        from
        and against all Claims which may be made or brought against the Transferee,
        or
        which it may suffer or incur arising out of such non-compliance other than
        Claims relating to the Assumed Liabilities.

       

      
        	
                9.5

              	
                Reductions
                  and Subrogation

              


      

       

      If
        the
        amount of any Claim incurred by a Party at any time subsequent to the making
        of
        an indemnity payment is reduced by:

       

      
        	
                 

              	
                (a)

              	
                any
                  net Tax benefit to that Party; or

              


      

       

      
        	
                 

              	
                (b)

              	
                any
                  recovery, settlement or otherwise under or pursuant to any insurance
                  coverage, or pursuant to any claim, recovery, settlement or payment
                  by or
                  against any other Person,

              


      

       

      the
        amount of such reduction (less any costs, expenses (including taxes) or premiums
        incurred in connection therewith), together with interest thereon from the
        date
        of payment thereof at an annual rate of interest from time to time equal
        to the
        annual rate of interest used by Bank of Nova Scotia as its reference rate
        of
        interest for Canadian dollar denominated demand loans to commercial customers
        in
        Canada and referred to by such bank as its “prime rate”, shall promptly be
        repaid by that Party to the other Party.  Upon making a full indemnity
        payment, a Party shall, to the extent of such indemnity payment, be subrogated
        to all rights of the other Party against any third party in respect of the
        Claim
        to which the indemnity payment relates.

       


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      


      9.6           Exclusive
        Remedy

       

      The
        rights of indemnity set forth in this Article 9 are
        the sole and exclusive remedy of each Party in respect of any misrepresentation,
        incorrectness in or breach of representation or warranty or breach of covenant,
        by the other Party under this Agreement.  Accordingly, the Parties
        waive, from and after the Closing, any and all rights, remedies and claims
        that
        one Party may have against the other, whether at law, under any statute or
        in
        equity (including but not limited to claims for contribution or other rights
        of
        recovery arising under any environmental Laws, claims for breach of contract,
        breach of representation and warranty, negligent misrepresentation and all
        claims for breach of duty), or otherwise, directly or indirectly, relating
        to
        the provisions of this Agreement or the transactions contemplated by this
        Agreement other than as expressly provided for in this Article 9 and other than those arising with respect
        to
        any fraud or wilful misconduct.  The Parties agree that if a Claim for
        indemnification is made by one Party in accordance with Section 9.1(b) or Section 9.2(b),
        as the case may be, and there has been a refusal by the other Party to make
        payment or otherwise provide satisfaction in respect of such Claim, then
        a legal
        proceeding is the appropriate means to seek a remedy for such
        refusal.  This Article 9 shall remain in
        full force and effect in all circumstances and shall not be terminated by
        any
        breach (fundamental, negligent or otherwise) by any Party of its
        representations, warranties or covenants under this Agreement or under any
        closing document or by any termination or rescission of this Agreement by
        any
        Party.

       

      
        	
                9.7

              	
                One
                  Recovery

              


      

       

      A
        Party
        shall not be entitled to double recovery for any Claims even though they
        may
        have resulted from the breach of more than one of the representations,
        warranties, agreements and covenants made by the other Party in this
        Agreement.

       

      
        	
                9.8

              	
                Duty
                  to Mitigate

              


      

       

      Nothing
        in this Agreement shall in any way restrict or limit the general obligation
        at
        law of a Party to mitigate any loss which it may suffer or incur by reason
        of
        the breach by the other Party of any representation, warranty or covenant
        of
        that other Party under this Agreement.  If any Claim can be reduced by
        any recovery, settlement or otherwise under or pursuant to any insurance
        coverage, or pursuant to any claim, recovery, settlement or payment by or
        against any other Person, a Party shall take all appropriate steps to enforce
        such recovery, settlement or payment.  If the Indemnified Party fails
        to make all commercially reasonable efforts to mitigate any loss then the
        Indemnifying Party shall not be required to indemnify any Indemnified Party
        for
        the loss that could have been avoided if the Indemnified Party had made such
        efforts.

       

      
        	
                9.9

              	
                Trustee
                  and Agent

              


      

       

      Each
        Party acknowledges that the other Party is acting as trustee and agent for
        the
        remaining Transferor Indemnified Parties or Transferee Indemnified Parties,
        as
        the case may be, on whose behalf and for whose benefit the indemnity in Section
        9.1 or Section 9.2, as
        the case may be, is provided and that such remaining indemnified parties
        shall
        have the full right and entitlement to take the benefit of and enforce such
        indemnity notwithstanding that they may not individually be parties to this
        Agreement.  Each Party agrees that the other Party may enforce the
        indemnity for and on behalf of such remaining indemnified parties and, in
        such
        event, the Party from whom indemnification is sought will not in any proceeding
        to enforce the indemnity by or on behalf of

       


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      


      such
        remaining indemnified parties assert any defence thereto based on the absence
        of
        authority or consideration or privity of contract and irrevocably waives
        the
        benefit of any such defence.

       

      
        	
                9.10

              	
                Tax
                  Status of Indemnification
                  Payments

              


      

       

      Any
        payment made by the Transferor pursuant to this Article
        9 shall constitute a reduction of the Purchase Price and any payment made
        by
        the Transferee pursuant to this Article 9 shall
        constitute an increase in the Purchase Price.  In either case, each of
        the Transferor and the Transferee shall, within a reasonable time of payment
        and
        receipt of such payment, as applicable, and in any event within two months
        of
        such payment, request all amendments to its current or past tax returns as
        may
        be necessary to reflect the foregoing.  For greater certainty, any
        such reduction of, or increase in, the Purchase Price shall be allocated
        among
        the Purchased Assets to which such payment by the Transferor or Transferee,
        respectively, can reasonably be considered to relate.  If any payment
        made by the Transferor or the Transferee pursuant to this Article 9 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.

       

      ARTICLE
        10

       

      GENERAL

       

      
        	
                10.1

              	
                Arbitration

              


      

       

      
        	
                 

              	
                (a)

              	
                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”), 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 Arbitration Act, 1991 (Ontario) (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 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 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 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

              


      

       


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                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 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 10.1 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.

              


      

       

      
        	
                10.2

              	
                Public
                  Notices

              


      

       

      The
        Parties shall jointly plan and co-ordinate any public notices, press releases,
        and any other publicity concerning the transactions contemplated by this
        Agreement and no Party shall act in this regard without the prior approval
        of
        the other, such approval not to be unreasonably withheld, except:

       

      
        	
                 

              	
                (a)

              	
                where
                  required to meet timely disclosure obligations of any Party under
                  Laws or
                  stock exchange rules in circumstances where prior consultation
                  with the
                  other Party is not practicable and a copy of such disclosure is
                  provided
                  to the other Party at such time as it is made available to the
                  regulatory
                  authority; and

              


      

       

      
        	
                 

              	
                (b)

              	
                in
                  the case of the Transferor’s communication made to the Transferor’s
                  employees affected by such
                  transaction.

              


      

       

      
        	
                10.3

              	
                Expenses

              


      

       

      Except
        as
        otherwise provided in this Agreement, each of the Parties shall pay their
        respective legal, accounting, and other professional advisory fees, costs
        and
        expenses incurred in connection with the purchase and sale of the Contributed
        Business and the Purchased Assets and the preparation, execution and delivery
        of
        this Agreement and all documents and instruments executed pursuant to this
        Agreement and any other costs and expenses incurred.

       


      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      


      10.4           Notices

       

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

       

      
        	
                 

              	
                (a)

              	
                in
                  the case of a Notice to the Transferor
                  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 (which shall not constitute Notice) to:

      


      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 the Transferee
                  at:

              


      

       

      l

       

      Attention:                                l

      Fax:                      l

      E-mail:                                l

       

      Any
        Notice delivered or transmitted to a Party as provided above shall be deemed
        to
        have been given and received on the day it is delivered or transmitted, provided
        that it is delivered or transmitted on a Business Day prior to 5:00 p.m.
        local
        time in the place of delivery or receipt.  However, if the Notice is
        delivered or transmitted after 5:00 p.m. local time 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.

       

      
        	
                10.5

              	
                Attornment
                  

              


      

       

      Subject
        to Section 10.1, each of the Parties hereby attorns
        to the exclusive jurisdiction of the courts of the Province of Ontario in
        connection with any Dispute.

       


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      


      10.6           Assignment

       

      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
        Party.

       

      
        	
                10.7

              	
                Enurement

              


      

       

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

       

      
        	
                10.8

              	
                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 all of the Parties.  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, unless otherwise provided in the written waiver, shall be limited
        to
        the specific breach waived.

       

      
        	
                10.9

              	
                Further
                  Assurances

              


      

       

      The
        Parties shall, with reasonable diligence, do all such things and provide
        all
        such reasonable assurances as may be required to consummate the transactions
        contemplated by this Agreement, and each Party shall provide such further
        documents or instruments required by any other Party as may be reasonably
        necessary or desirable to effect the purpose of this Agreement and carry
        out its
        provisions, whether before or after the Closing provided that the costs and
        expenses of any actions taken after Closing at the request of a Party shall
        be
        the responsibility of the requesting Party.

       

      
        	
                10.10

              	
                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 together
        constitute one and the same agreement.

       

      IN
        WITNESS OF WHICH the Parties have executed this Agreement.

       

      
        	 	 	
                CANWEST
                  MEDIAWORKS INC.

              
	
                By:

              	 
	 	
                Name:

              
	 	
                Title:

              
	
                By:

              	 
	 	
                Name:

              
	 	
                Title:

              


      

      


       

      
        	 	 	
                l

              
	
                By:

              	 
	 	
                Name:

              
	 	
                Title:

              
	
                By:

              	 
	 	
                Name:

              
	 	
                Title:

              


      

      


       


      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      


      SCHEDULE
        1.1

       

      PERMITTED
        ENCUMBRANCES

       

      “Permitted
        Encumbrances” means:

       

      General

       

      
        	
                1.

              	
                Applicable
                  municipal by-laws, development agreements, subdivision agreements,
                  site
                  plan agreements, other agreements, building and other restrictions,
                  easements, servitudes, rights of way and licences which do not
                  in the
                  aggregate materially adversely affect the use or value of the real
                  property affected thereby and provided the same have been complied
                  with in
                  all material respects to the Closing Date including the posting
                  of any
                  required security for performance of obligations
                  thereunder.

              


      

       

      
        	
                2.

              	
                Defects
                  or irregularities in title to the real property which are of a
                  minor
                  nature and do not materially adversely affect the use or value
                  of the real
                  property affected thereby and provided the same have been complied
                  with in
                  all material respects to the Closing
                  Date.

              


      

       

      
        	
                3.

              	
                Inchoate
                  statutory liens for Taxes, assessments, governmental or utility
                  charges or
                  levies not at due as at the Closing
                  Date.

              


      

       

      
        	
                4.

              	
                Rights
                  of equipment lessors under equipment contracts provided the terms
                  of such
                  equipment contracts have been fully performed to the Closing
                  Date.

              


      

       

      
        	
                5.

              	
                Any
                  privilege in favour of any lessor, licensor or permitter for rent
                  to
                  become due or for other obligations or acts, the performance of
                  which is
                  required under Contracts so long as the payment of such or the
                  performance
                  of such other obligation or act is not delinquent and provided
                  that such
                  liens or privileges do not materially adversely affect the use
                  or value of
                  the Purchased Assets affected
                  thereby.

              


      

       

      
        	
                6.

              	
                All
                  Encumbrances affecting a landlord’s freehold interest in any leased real
                  property.

              


      

       

      
        	
                7.

              	
                Any
                  other Encumbrance that is not material in amount or effect (but
                  in no
                  event including any Encumbrances consisting of or related to the
                  Excluded
                  Liabilities).

              


      

       

      
        	
                8.

              	
                Any
                  other Encumbrances that the Transferor or its Affiliates shall
                  cause to be
                  removed without liability or cost to the Transferee or the Contributed
                  Business prior to the completion of the Combination
                  Transaction.

              


      

       


      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      


      SCHEDULE
        7.3

       

      SERVICES
        OF EXCLUDED DIVISION

       

      


       

      To
        the
        extent that the Transferor elects to exclude the Excluded Division from the
        Contributed Business in accordance with the Agreement, the services of the
        Excluded Division (the “Excluded Services”) will continue to be
        made available to the Contributed Business by the Transferor on the following
        terms:

       

      1.           The
        Excluded Services will be equivalent to those that were provided to the
        Contributed Business by the Excluded Division prior to the Closing
        Time.

       

      2.           The
        standards applicable to the Excluded Services will be equivalent to the
        standards applicable under the Management and Administrative Services Agreement
        dated as of August 15, 2007 between the Transferor and CW Media Inc. (the
        “Management Agreement”) to the Services (as defined in the
        Management Agreement).

       

      3.           As
        compensation for the Excluded Services, the Transferee shall pay to the
        Transferor Costs and Expenses (as those terms are defined in the Management
        Agreement) in respect of the Excluded Services, determined and administered
        in
        the manner contemplated by the Management Agreement.

       

      4.           The
        Excluded Services will be provided for an indefinite term.

       

      5.           In
        all other respects, the terms of the Management Agreement will apply to the
        provision of the Excluded Services, mutatis mutandis.

       



      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      



    SCHEDULE
      6.1

     

    FORM
      OF COUNTERPART AND ACKNOWLEDGEMENT

     

    
      	
              RE:

            	
              The
                shareholders agreement (the “Agreement”) made between CW Investments Co.
                (the “Corporation”) and its shareholders and others dated as of August 15,
                2007

            


    

     

    The
      undersigned acknowledges that it has received a copy of the Agreement and has
      had an opportunity to review the Agreement.  The undersigned agrees to
      be bound by the terms (including all covenants, agreements and obligations)
      of
      the Agreement as a party to the Agreement and shall be entitled to all benefits
      of a party pursuant to the Agreement, as fully and effectively as though the
      undersigned had executed the Agreement together with the other parties to the
      Agreement.

     

    Dated
      [as of] l.

     

    
      	 	 	
              [NAME]

            
	
              By:

            	 
	 	
              l

              Authorized
                Signatory

            


    

    


     

    OR
      IF AN INDIVIDUAL

     

    
      	 	 	 
	
              Witness

            	 	
              [Name]

            


    

    


     


    
      
              

           
      

                  
      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      6.9

     

    REGISTRATION
      RIGHTS

     

    


    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        6.9

       

      REGISTRATION
        RIGHTS

       

      


       

      Definitions
        & Interpretation

       

      1.1           Definitions

       

      Unless
        otherwise defined in this Schedule 6.9, capitalized terms used in this Schedule
        6.9 have the meanings assigned to them in the Agreement.  Whenever
        used in this Schedule 6.9, the following terms shall have the meanings set
        out
        below:

       

      “Canadian
        Securities Laws” means all applicable securities laws in the Qualifying
        Jurisdictions, the respective regulations, rules and orders made thereunder,
        and
        all applicable policies and notices issued by the Canadian Securities
        Regulators;

       

      “CanadianSecuritiesRegulators”
        means, collectively, each of the securities regulatory authorities in each
        of
        the Qualifying Jurisdictions;

       

      “CanWest
        Shares” means any and all Shares beneficially owned by the CanWest
        Parties;

       

      “Commission”
        means the United States Securities and Exchange Commission;

       

      “Distribution
        Shares” has the meaning set out in Section 2.3;

       

      “Indemnified
        Party” has the meaning set out in Section 4.1(a) or Section 4.2(a), as
        applicable;

       

      “Indemnifying
        Party” has the meaning set out in Section 4.3(a);

       

      “Qualifying
        Jurisdictions” means all of the provinces of Canada;

       

      “Sale
        Number” has the meaning set out in Section 3.3;

       

      “Selling
        Shareholder” means any Shareholder selling Shares under a distribution
        pursuant to this Schedule 6.9;

       

      “US
        Securities Laws” means all applicable securities laws in the United
        States and any state of the United States, the respective regulations, rules
        and
        orders made thereunder, and all applicable policies and notices issued by
        the US
        Securities Regulators;

       

      “USSecuritiesRegulators”
        means, collectively, each of the securities regulatory authorities in the
        United
        States and each of the states of the United States; and

       

      “Violation”
        has the meaning set out in Section 4.1(a).

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      1.2           Section
        References

       

      Unless
        the context provides otherwise, reference to Sections contained in this Schedule
        6.9 refer to Sections of this Schedule 6.9.

       

       

      Canadian
        and United States Qualification Rights

       

      2.1           GSCP
        Demand Qualification

       

      
        	
                 

              	
                (a)

              	
                Subject
                  to Sections 2.5 and 2.6 below, in the circumstances contemplated
                  by
                  Section 6.9 of the Agreement, GSCP may require the Corporation
                  to take the
                  steps and procedures set forth in Section 2.3 in order to qualify
                  up to
                  100% of the GS Shares for distribution pursuant to Canadian Securities
                  Laws in each of the Qualifying Jurisdictions by delivering a written
                  request (a “Demand Qualification Request”) to the
                  Corporation, with a copy to CanWest, specifying the number of GS
                  Shares
                  that GSCP wishes to have qualified for distribution and the intended
                  method of distribution.

              


      

       

      
        	
                 

              	
                (b)

              	
                Subject
                  to Section 2.5, in the circumstances contemplated by Section 6.9
                  of the
                  Agreement, GSCP may require the Corporation to take the steps and
                  procedures set forth in Exhibit A in order to register up to 100%
                  of the
                  GS Shares for distribution in the United States pursuant to US
                  Securities
                  Laws by delivering a Demand Qualification Request to the Corporation,
                  with
                  a copy to CanWest, specifying the number of GS Shares that GSCP
                  wishes to
                  have qualified for distribution and the intended method of
                  distribution.

              


      

       

      
        	
                 

              	
                (c)

              	
                GSCP
                  may deliver only four Demand Qualification Requests pursuant to
                  this
                  Section 2.1; provided, that, with respect to each such request,
                  (i) the
                  aggregate proposed offering price (in the case of a proposed Canadian
                  offering pursuant to Section 2.1(a)) is no less than $5,000,000
                  and (ii)
                  the aggregate proposed offering price (in the case of a proposed
                  US
                  offering pursuant to Section 2.1(b)) is no less than
                  $25,000,000.

              


      

       

      2.2           Piggyback
        Qualification

       

      
        	
                 

              	
                (a)

              	
                Subject
                  to Sections 2.5 and 2.6 below, upon the written request (a
                  “CanWest Piggyback Request”) of CanWest given within 25
                  days of receipt of a copy of the Demand Qualification Request in
                  accordance with Section 2.1, the Corporation shall use its commercially
                  reasonable efforts to include up to 100% of the CanWest Shares,
                  as
                  specified by CanWest in the CanWest Piggyback Request, in such
                  filings as
                  may be necessary to qualify such CanWest Shares for distribution
                  pursuant
                  to Canadian Securities Laws or register such CanWest Shares under
                  US
                  Securities Laws, as applicable.

              


      

       

      
        	
                 

              	
                (b)

              	
                The
                  Corporation will promptly notify GSCP if the Corporation determines
                  to
                  qualify any Shares for distribution in Canada or the United
                  States.  Subject to Sections 2.5 and 2.6 below, upon the written
                  request (a “GSCP Piggyback Request”) of GSCP given within
                  25 days of receipt of such notice, the Corporation shall use its
                  commercially reasonable efforts to include up to
                  100%

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                of
                  the GS Shares, as specified by GSCP in the GSCP Piggyback Request,
                  in such
                  filings as may be necessary to qualify such GS Shares for distribution
                  pursuant to Canadian Securities Laws or register such GS Shares
                  under US
                  Securities Laws, as applicable.

              


      

       

      2.3           Qualification
        Procedures

       

      Whenever
        required under this Schedule 6.9 to qualify any Shares for distribution (such
        Shares being sometimes referred to as the “Distribution
        Shares”), the Corporation shall, as expeditiously as reasonably
        possible, take the following actions with respect to a distribution in
        Canada:

       

      
        	
                 

              	
                (a)

              	
                prepare
                  and file (in any event within 90 days after a Demand Qualification
                  Request
                  has been delivered to the Corporation) a preliminary prospectus
                  in
                  accordance with Canadian Securities Laws and such other related
                  documents
                  as may be necessary or appropriate relating to the proposed distribution
                  of the Distribution Shares and shall, as soon as possible after
                  any
                  comments of the Canadian Securities Regulators have been satisfied
                  with
                  respect to such preliminary prospectus, prepare and file in accordance
                  with Canadian Securities Laws a (final) prospectus and obtain a
                  receipt
                  (or equivalent document) for such (final) prospectus and shall
                  take all
                  other steps and proceedings that may be necessary in order to qualify
                  the
                  Distribution Shares for distribution or distribution to the public,
                  as the
                  case may be, under Canadian Securities Laws; provided, however,
                  that GSCP
                  and CanWest, if any CanWest Shares are being distributed, shall
                  use their
                  commercially reasonable efforts to, and shall request any underwriters
                  to,
                  terminate distribution of the Distribution Shares as soon as possible
                  following the issuance of a receipt (or equivalent document) for
                  such
                  (final) prospectus;

              


      

       

      
        	
                 

              	
                (b)

              	
                prepare
                  and file with the Canadian Securities Regulators such amendments
                  and
                  supplements to such preliminary prospectus and (final) prospectus
                  as may
                  be necessary to comply with the provisions of Canadian Securities
                  Laws
                  with respect to the distribution of the Distribution
                  Shares;

              


      

       

      
        	
                 

              	
                (c)

              	
                furnish
                  to GSCP and CanWest, if applicable, such number of commercial copies
                  of
                  such preliminary prospectus and (final) prospectus and of each
                  amendment
                  and supplement to either and such other relevant documents as GSCP
                  and
                  CanWest, if applicable, may reasonably
                  request;

              


      

       

      
        	
                 

              	
                (e)

              	
                if
                  GSCP advises the Corporation in accordance with Section 3.1 that
                  it wishes
                  to distribute the GS Shares by means of an underwriting, enter
                  into and
                  perform its obligations under an underwriting agreement, in customary
                  form, with the underwriter or underwriters selected for such underwriting
                  by GSCP and acceptable to each of the Corporation and CanWest,
                  acting
                  reasonably;

              


      

       

      
        	
                 

              	
                (f)

              	
                use
                  commercially reasonable efforts to cause all the Distribution Shares
                  to be
                  listed on the stock exchange or quotation system on which the Shares
                  are
                  then listed or quoted, if any, and if not then listed or quoted,
                  on a
                  recognized stock

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                exchange
                  or quotation or other system selected by GSCP that is acceptable
                  to the
                  Corporation, acting reasonably;

              


      

       

      
        	
                 

              	
                (g)

              	
                provide
                  a transfer agent and registrar and a CUSIP number for all the Distribution
                  Shares not later than the date of filing of the (final)
                  prospectus;

              


      

       

      
        	
                 

              	
                (h)

              	
                furnish
                  to the underwriter or underwriters involved in the distribution
                  all
                  documents that they may reasonably
                  request;

              


      

       

      
        	
                 

              	
                (i)

              	
                furnish
                  to GSCP and CanWest, if applicable:

              


      

       

      
        	
                 

              	
                (i)

              	
                an
                  opinion of counsel for the Corporation addressed to GSCP, CanWest,
                  if
                  applicable, and the underwriters of the distribution and dated
                  the date of
                  such (final) prospectus; and

              


      

       

      
        	
                 

              	
                (ii)

              	
                a
                  “comfort” letter addressed to the underwriter or underwriters dated such
                  date and the closing date signed by the auditors of the
                  Corporation;

              


      

       

      in
        each
        case, covering substantially the same matters as are customarily covered
        in such
        documents and such other matters as GSCP and CanWest, if applicable, may
        reasonably request;

       

      
        	
                 

              	
                (j)

              	
                immediately
                  notify GSCP and CanWest of the occurrence or discovery of any event
                  as a
                  result of which the preliminary prospectus or the (final) prospectus,
                  as
                  then in effect, would include a misrepresentation (as such term
                  is defined
                  in the Securities Act (Ontario)) or an untrue statement of a
                  material fact or omit to state any material fact required to be
                  stated
                  therein or necessary to make any statement therein not misleading
                  in the
                  light of the circumstances in which it was made, and at the request
                  of
                  GSCP or CanWest prepare and furnish to GSCP and CanWest a reasonable
                  number of commercial copies of a supplement to or an amendment
                  of the
                  preliminary prospectus or the (final) prospectus as may be necessary
                  so
                  that, as thereafter delivered to the purchasers of the Distribution
                  Shares, such document shall not include a misrepresentation (as
                  such term
                  is defined in the Securities Act (Ontario)) or an untrue
                  statement of a material fact or omit to state a material fact required
                  to
                  be stated therein or necessary to make any statement therein not
                  misleading in the light of the circumstances in which it was made;
                  and

              


      

       

      
        	
                 

              	
                (k)

              	
                otherwise
                  use its commercially reasonable efforts to comply with all provisions
                  of
                  Canadian Securities Laws in connection with the qualification of
                  the
                  Distribution Shares for
                  distribution.

              


      

       

      2.4           Expenses
        of Qualification

       

      All
        expenses, other than underwriting discounts and commissions and similar
        placement fees, incurred in connection with the qualification of Distribution
        Shares for distribution pursuant to this Schedule, including all filing fees,
        printers’ fees, fees and disbursements of counsel to the Corporation and one
        counsel (selected by GSCP) for GSCP and CanWest, if applicable, fees and
        disbursements of auditors, stock exchange listing fees, fees and expenses
        (including counsel fees and disbursements) incurred in connection with
        compliance with provincial and state securities

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      laws,
        fees of any transfer agent or registrar and costs of insurance shall be borne
        by
        the Corporation; provided, however, that the Corporation shall not be required
        to bear such expenses in connection with any Demand Qualification Request
        delivered pursuant to Section 2.1 if the offering of GS Shares is not
        consummated or is terminated primarily as a result of any act or omission
        of
        GSCP or CanWest, if applicable (in which case the party making the act or
        omission shall bear such expenses), provided, however, that if (i) at the
        time
        of such termination, GSCP or CanWest, if applicable, has learned of a material
        adverse change in the financial condition or business of the Corporation
        from
        that known to GSCP or CanWest, if applicable, at the time of the Demand
        Qualification Request, or (ii) such termination is at the request of, caused
        by,
        or the result of an unreasonable delay by the Corporation, then GSCP or CanWest,
        if applicable, shall not be required to pay any such expenses and shall retain
        its rights pursuant to Section 2.1 and 2.2 of this Schedule,
        respectively.

       

      2.5           Furnish
        Information

       

      The
        obligations of the Corporation to take any action pursuant to this Schedule
        6.9
        in respect of the Shares of any Selling Shareholder is conditional upon such
        Selling Shareholder furnishing to the Corporation such information regarding
        itself, its Distribution Shares and the intended method of distribution of
        such
        Distribution Shares, as is required to effect the qualification of its
        Distribution Shares.

       

      2.6           Canadian
        Escrow Requirements

       

      In
        connection with any distribution of GS Shares or CanWest Shares in accordance
        with this Schedule 6.9 in Canada, each Shareholder will comply with any escrow
        requirements imposed under Canadian Securities Laws and, if applicable, The
        Toronto Stock Exchange, and will execute all undertakings and agreements
        that
        are customary and reasonably required in connection with such
        requirements.

       

      2.7           Canadian
        Securities Law Requirements

       

      With
        a
        view to making available the benefits of certain rules and regulations of
        Canadian Securities Laws that may at any time permit the distribution of
        the
        Distribution Shares without the filing of a prospectus and to otherwise assist
        with any such distribution, the Corporation agrees to use its commercially
        reasonable efforts to:

       

      
        	
                 

              	
                (a)

              	
                once
                  the Shares are listed on a stock exchange, maintain such listing
                  of the
                  Shares for so long as the GS Parties hold at least 1% of the number
                  of
                  issued and outstanding Shares; and

              


      

       

      
        	
                 

              	
                (b)

              	
                file
                  with the appropriate Canadian Securities Regulators in a timely
                  manner all
                  reports and other documents required to be filed by the Corporation
                  under
                  Canadian Securities Laws (at any time after the date that the Corporation
                  becomes a reporting issuer under Canadian Securities Laws) for
                  so long as
                  the GS Parties hold at least 1% of the number of issued and outstanding
                  Shares.

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                2.8

              	
                Lock-Up

              


      

       

      Notwithstanding
        anything to the contrary in this Agreement, including this Schedule 6.9,
        none of
        the provisions of this Schedule shall in any way limit any of the GS Parties
        or
        any of their Affiliates from engaging in any brokerage, investment advisory,
        financial advisory, anti-raid advisory, principaling, merger advisory,
        financing, asset management, trading, market making, arbitrage, investment
        activity and other similar activities conducted in the ordinary course of
        their
        business. Notwithstanding anything to the contrary set forth in this Agreement,
        including this Schedule 6.9, the provisions of this Agreement, including
        this
        Schedule 6.9, other than Section 2.6 of this Schedule 6.9, shall not apply
        to
        Shares or any securities convertible into or exercisable or exchangeable
        for
        Shares acquired by any GS Party or any of their Affiliates following the
        earlier
        of the date of the (final) prospectus for a distribution in Canada and the
        effective date of the first United States Registration Statement of the
        Corporation covering Shares to be sold in a public offering.

       

       

      Underwriting

       

      3.1           Underwriting
        of GS Shares

       

      If
        the GS
        Parties intend to distribute the GS Shares (whether in the US or Canada)
        referred to in the Demand Qualification Request by means of an underwriting,
        GSCP will so advise the Corporation and CanWest as part of the Demand
        Qualification Request.  The right of CanWest to qualify its Shares for
        distribution in accordance with Section 2.2 is conditional upon CanWest’s
        participation in such underwriting (unless otherwise mutually agreed by GSCP
        and
        CanWest).  All Selling Shareholders proposing to distribute their
        Shares through such underwriting will, together with the Corporation, enter
        into
        an underwriting agreement in customary form with the underwriter or underwriters
        selected for such underwriting by GSCP and acceptable to each of the Corporation
        and CanWest, acting reasonably, including, without limitation, providing
        for
        customary representations and warranties and a customary indemnity in favour
        of
        the underwriter or underwriters.

       

      3.2           Limitations

       

      No
        Selling Shareholder is required, in connection with any underwriting agreement
        entered into pursuant to Section 3.1, to make any representations or warranties
        or provide indemnification except as they relate to such Selling Shareholder’s
        ownership of Shares and authority to enter into the underwriting agreement
        and
        to such Selling Shareholder’s intended method of distribution.  The
        liability of any Selling Shareholder in connection with such underwriting
        agreement is to be limited to an amount equal to the proceeds received by
        such
        Selling Shareholder from the offering.

       

      3.3           Allocation
        of Shares Included in Prospectus

       

      
        	
                 

              	
                (a)

              	
                If
                  the GS Parties intend to distribute the GS Shares referred to in
                  the
                  Demand Qualification Request (whether in the US or Canada) by means
                  of an
                  underwriting and CanWest has exercised its right to have CanWest
                  Shares
                  qualified for distribution as well, and if the lead managing underwriter
                  shall advise GSCP and CanWest that, in its view, the number of
                  Distribution Shares requested to be included in such offering exceeds
                  the
                  largest number (the “Demand
                  Registration

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                Sale
                  Number”) that can be sold in an orderly manner in such offering
                  within a price range acceptable to GSCP, the Corporation shall
                  include the
                  Demand Registration Sale Number of Distribution Shares in the prospectus
                  to be used to qualify Distribution Shares for distribution in the
                  following priority:

              


      

       

      
        	
                 

              	
                (i)

              	
                firstly,
                  the Distribution Shares that the GS Parties wish to include in
                  the
                  prospectus; and

              


      

       

      
        	
                 

              	
                (ii)

              	
                secondly,
                  the Distribution Shares that CanWest wishes to include in the
                  prospectus.

              


      

       

      
        	
                 

              	
                (b)

              	
                If
                  the GS Parties have exercised their right to have GS Shares qualified
                  for
                  distribution (whether in the US or Canada) by making a GSCP Piggyback
                  Request, and if the lead managing underwriter shall advise the
                  Corporation
                  that, in its view, the number of Distribution Shares requested
                  to be
                  included in such offering exceeds the largest number (the “Maximum
                  Sale Number”) that can be sold in an orderly manner in such
                  offering within a price range acceptable to the Corporation, the
                  Corporation shall include the Maximum Sale Number of Distribution
                  Shares
                  in the prospectus to be used to qualify Distribution Shares for
                  distribution in the following
                  priority:

              


      

       

      
        	
                 

              	
                (i)

              	
                firstly,
                  the Distribution Shares that the Corporation wishes to include
                  in the
                  prospectus;

              


      

       

      
        	
                 

              	
                (ii)

              	
                secondly,
                  the Distribution Shares that the GS Parties wish to include in
                  the
                  prospectus; and

              


      

       

      
        	
                 

              	
                (iii)

              	
                thirdly,
                  the Distribution Shares that CanWest wishes to include in the
                  prospectus.

              


      

       

       

      Indemnification
        with respect to Canadian Offerings

       

      4.1           Indemnification
        by Corporation

       

      
        	
                 

              	
                (a)

              	
                If
                  any Shares are included in a prospectus under this Schedule 6.9
                  with
                  respect to a distribution in Canada, the Corporation will indemnify
                  and
                  hold harmless each Shareholder, the officers, directors, partners,
                  members, agents and employees of each Shareholder and each Person,
                  if any,
                  that controls such Shareholder under Canadian Securities Laws (each,
                  in
                  this Section 4.1, an “Indemnified Party”), against any
                  losses (other than loss of profit), claims, damages or liabilities
                  (joint
                  or several) to which such Indemnified Party may become subject
                  under
                  Canadian Securities Laws or any other federal or provincial law,
                  insofar
                  as such losses, claims, damages or liabilities (or actions in respect
                  of
                  them) arise out of or are based upon any of the following statements,
                  omissions or violations (each a
                  “Violation”):

              


      

       

      
        	
                 

              	
                (i)

              	
                any
                  untrue statement or alleged untrue statement of a material fact
                  contained
                  in such prospectus or any amendments or supplements to
                  it;

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                (ii)

              	
                the
                  omission or alleged omission to state in the prospectus a material
                  fact
                  required to be stated in it or necessary to make the statements
                  in it, in
                  light of the circumstances in which they were made, not misleading;
                  or

              


      

       

      
        	
                 

              	
                (iii)

              	
                any
                  violation or alleged violation by the Corporation of Canadian securities
                  laws in connection with the qualification or sale of Distribution
                  Shares.

              


      

       

      
        	
                 

              	
                (b)

              	
                The
                  Corporation will reimburse each Indemnified Party for any legal
                  or other
                  out-of-pocket expenses reasonably incurred by such Indemnified
                  Party in
                  connection with investigating or defending any such loss, claim,
                  damage,
                  liability, or action.

              


      

       

      
        	
                 

              	
                (c)

              	
                The
                  Corporation is not liable under the indemnity contained in this
                  Section
                  4.1:

              


      

       

      
        	
                 

              	
                (i)

              	
                in
                  respect of amounts paid in settlement of any loss, claim, damage,
                  liability or action if such settlement is effected without the
                  consent of
                  the Corporation (which consent may not be unreasonably withheld
                  or
                  delayed);

              


      

       

      
        	
                 

              	
                (ii)

              	
                to
                  the extent that it arises out of or is based upon a Violation that
                  occurs
                  in reliance upon and in conformity with written information furnished
                  expressly for use in connection with such qualification by or on
                  behalf of
                  such Indemnified Party; or

              


      

       

      
        	
                 

              	
                (iii)

              	
                in
                  the case of a sale effected directly by a Selling Shareholder of
                  Shares
                  (including a sale of such Shares through any underwriter retained
                  by such
                  Selling Shareholder engaging in a distribution solely on behalf
                  of such
                  Selling Shareholder), where:

              


      

       

      
        	
                 

              	
                (A)

              	
                such
                  untrue statement or alleged untrue statement or omission or alleged
                  omission was contained in a preliminary prospectus and corrected
                  in a
                  final or amended prospectus; and

              


      

       

      
        	
                 

              	
                (B)

              	
                such
                  Selling Shareholder failed to deliver a copy of the final or amended
                  prospectus at or prior to the confirmation of the sale of the Shares
                  to
                  the Person asserting any such loss, claim, damage or liability
                  in any case
                  in which such delivery is required by Canadian Securities
                  Laws.

              


      

       

      4.2           Indemnification
        by Selling Shareholder

       

      
        	
                 

              	
                (a)

              	
                Each
                  Selling Shareholder that qualifies any Distribution Shares for
                  distribution in Canada pursuant to a prospectus of the Corporation
                  will
                  indemnify and hold harmless the Corporation, each of its directors,
                  each
                  of its officers who have signed the prospectus, each Person, if
                  any, who
                  controls the Corporation within the meaning of Canadian Securities
                  Laws,
                  each employee, agent, and any underwriter for the Corporation,
                  and any
                  other Selling Shareholder or other shareholder selling securities
                  pursuant
                  to such prospectus or any of its directors, officers, partners,
                  members,
                  agents or employees or any Person who controls
                  such

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                Shareholder
                  or such other shareholder or such underwriter (each, in this Section
                  4.2,
                  an “Indemnified Party”), against any losses (other than
                  loss of profits), claims, damages, or liabilities (joint or several)
                  to
                  which such Indemnified Party may become subject under Canadian
                  Securities
                  Laws or other federal or provincial law, insofar as such losses,
                  claims,
                  damages or liabilities (or actions in respect of them) arise out
                  of or are
                  based upon any Violation, in each case only to the extent that
                  such
                  Violation occurs in reliance upon and in conformity with written
                  information furnished by or on behalf of such Selling Shareholder
                  expressly for use in such
                  prospectus.

              


      

       

      
        	
                 

              	
                (b)

              	
                Each
                  such Selling Shareholder will reimburse each Indemnified Party
                  for any
                  legal or other out-of-pocket expenses reasonably incurred by such
                  Indemnified Party in connection with investigating or defending
                  any such
                  loss, claim, damage, liability or
                  action.

              


      

       

      
        	
                 

              	
                (c)

              	
                The
                  liability of any Selling Shareholder under this indemnity is limited
                  to
                  the amount of net proceeds (after deduction of all underwriters’ discounts
                  and commissions paid by such Selling Shareholder in connection
                  with the
                  qualification in question) received by such Selling Shareholder
                  in the
                  offering giving rise to the
                  Violation.

              


      

       

      
        	
                 

              	
                (d)

              	
                The
                  Selling Shareholder is not liable under the indemnity contained
                  in this
                  Section 4.2 in respect of amounts paid in settlement of any such
                  loss,
                  claim, damage, liability or action if such settlement is effected
                  without
                  the consent of the Selling Shareholder (which consent may not be
                  unreasonably withheld or delayed).

              


      

       

      
        	
                 

              	
                (e)

              	
                The
                  obligations of the Selling Shareholders under this indemnity are
                  several,
                  not joint or joint and several.

              


      

       

      4.3           Indemnification
        Procedure

       

      
        	
                 

              	
                (a)

              	
                Promptly
                  after receipt by an Indemnified Party of notice of the commencement
                  of any
                  action (including any action by a Governmental Entity), such Indemnified
                  Party will, if a claim in respect of such action is to be made
                  against any
                  Person or Persons against whom any indemnity will be sought under
                  Sections
                  4.1 or 4.2 (the “Indemnifying Party”), deliver to the
                  Indemnifying Party a written Notice of the commencement of the
                  action, and
                  the Indemnifying Party may participate in, and, to the extent the
                  Indemnifying Party so desires, jointly with any other Indemnifying
                  Party
                  similarly noticed, assume and control the defense of such action
                  with
                  counsel mutually satisfactory to the parties; provided that the
                  Indemnifying Party may not settle, compromise, or consent to judgment
                  in
                  any such action without the consent of the Indemnified Party unless
                  such
                  settlement, compromise or judgment contains a complete release
                  of the
                  Indemnified Party from any further claims, does not contain any
                  injunction
                  or restraint on future actions of the Indemnified
                  Party.

              


      

       

      
        	
                 

              	
                (b)

              	
                An
                  Indemnified Party may retain its own counsel, with the fees and
                  expenses
                  to be paid by the Indemnifying Party, if representation of such
                  Indemnified Party by

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                the
                  counsel retained by the Indemnifying Party would be inappropriate
                  due to
                  actual or potential differing interests, as reasonably determined
                  by
                  either party, between such Indemnified Party and any other party
                  represented by such counsel in such
                  proceeding.

              


      

       

      
        	
                 

              	
                (c)

              	
                The
                  failure to deliver written notice to the Indemnifying Party within
                  a
                  reasonable time of the commencement of any such action, if prejudicial
                  to
                  its ability to defend such action, will relieve such Indemnifying
                  Party of
                  any liability to the Indemnified Party under Sections 4.1 or 4.2,
                  as
                  applicable, to the extent of such prejudice, but the omission to
                  deliver
                  written Notice to the Indemnifying Party does not relieve it of
                  any
                  liability that it may have to any Indemnified Party otherwise than
                  under
                  this Schedule 6.9.

              


      

       

      4.4           Contribution

       

      If
        the
        indemnification provided for in Sections 4.1 or 4.2 is held by a court of
        competent jurisdiction to be unavailable to an Indemnified Party with respect
        to
        any loss, claim, damage, liability or action referred to in Sections 4.1
        or 4.2,
        then the Indemnifying Party, in lieu of indemnifying such Indemnified Party
        under this Schedule 6.9, will contribute to the amount paid or payable by
        such
        Indemnified Party as a result of such loss, claim, damage, liability or action
        in such proportion as is appropriate to reflect the relative fault of the
        Indemnifying Party on the one hand and of the Indemnified Party on the other
        in
        connection with the Violations that resulted in such loss, claim, damage,
        liability or action, as well as any other relevant equitable
        considerations.  The relative fault of the Indemnifying Party and of
        the Indemnified Party is to be determined by reference to, among other things,
        whether the Violation relates to information supplied by the Indemnifying
        Party
        or by the Indemnified Party and the parties’ relative intent, knowledge, access
        to information and opportunity to correct or prevent such
        Violation.

       

      4.5           Survival
        of Indemnities

       

      The
        obligations of the Corporation and the Selling Shareholders under Sections
        4.1
        through 4.4  and the corresponding provisions in Exhibit A survive the
        completion of any offering of Shares under a prospectus under this Schedule
        6.9.

       

      Section
        5:                                Effect
        on Shares; Regulatory Matters

       

      
        	
                5.1

              	
                Put
                  Shortfall Shares

              


      

       

      
        	
                 

              	
                (a)

              	
                If
                  the GS Parties hold any Put Shortfall Shares, the Put Shortfall
                  Shares
                  shall be qualified for distribution under Canadian Securities Laws,
                  or
                  registered under US Securities Laws, as applicable, and sold by
                  the GS
                  Parties prior to or concurrently with the qualification for distribution
                  under Canadian Securities Laws, or registration under US Securities
                  Laws,
                  as applicable, and sale of any other GS Shares pursuant to this
                  Schedule
                  6.9.

              


      

       

      
        	
                 

              	
                (b)

              	
                Subject
                  to Section 5.1(c), upon any sale by the GS Parties pursuant to
                  this
                  Schedule 6.9 of Put Shortfall Shares, the Corporation shall issue
                  additional Shares to GSCP (to be sold in the same offering as the
                  Put
                  Shortfall Shares to be sold at such time) such that the aggregate
                  gross
                  proceeds to the GS Parties from the
                  sale

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                of
                  the Put Shortfall Shares and such additional Shares (before the
                  payment of
                  any underwriter’s fee, commission or discount) shall be not less than the
                  product of the number of Put Shortfall Shares sold multiplied by
                  the sum
                  of the Put Shortfall Price per Share plus the IRR
                  Adjustment.

              


      

       

      
        	
                 

              	
                (c)

              	
                If
                  the GS Parties propose to sell any Put Shortfall Shares pursuant
                  to this
                  Schedule 6.9, GSCP shall cooperate with the Corporation and CanWest
                  in
                  structuring such sale in a manner that does not require or involve
                  the
                  issuance of any additional Shares to the GS Parties as contemplated
                  by
                  Section 5.1(b) of this Schedule 6.9 or  in a manner that is
                  otherwise preferred by the Corporation or CanWest, provided that
                  (i) the
                  GS Parties receive gross proceeds of sale equal to the gross proceeds
                  that
                  would be obtained from the sale of the Put Shortfall Shares and
                  any
                  additional Shares as contemplated by Section 5.1(b) of this Schedule
                  6.9,
                  (ii) the GS Parties receive such proceeds no later than such time
                  as they
                  would have received them pursuant to Section 5.1(b) of this Schedule
                  6.9
                  and (iii) such alternative is otherwise not adverse to any of the
                  GS
                  Parties.

              


      

       

      
        	
                5.2

              	
                Voting
                  Shares; Shareholders
                  Agreement

              


      

       

      Upon
        any
        sale by GSCP pursuant to this Schedule 6.9 of Distribution Shares, such
        Distribution Shares shall be converted into the same class of voting shares
        as
        those held by CanWest or its Affiliates at such time (to the extent such
        Distribution Shares are not voting shares prior thereto).  The parties
        hereto agree to reasonable amendments to this Agreement, including this Schedule
        6.9, in connection with sales by GSCP hereunder as reasonably requested by
        GSCP
        and/or the applicable managing underwriter in order to effectively market
        the
        offering (provided, that, in no event shall any such amendment increase or
        enhance the rights afforded to GSCP under this Agreement, including this
        Schedule 6.9).

       

      
        	
                5.3

              	
                Regulatory
                  Matters

              


      

       

      The
        Shareholders and the Corporation shall each use commercially reasonable efforts
        to structure any public offering to comply with applicable law, including
        CRTC
        regulations and any laws with respect to foreign ownership, and shall use
        commercially reasonable efforts to obtain the approval of the CRTC and any
        other
        applicable regulator with respect to any offering or sale.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        A

       

      US
        Registration Procedures

       

      1.           Demand
        Registration Rights.

       

      
        	
                 

              	
                (a)

              	
                All
                  Demand Qualification Requests for distributions in the United States
                  will
                  specify the aggregate amount of Shares to be registered and will
                  also
                  specify the intended methods of disposition thereof.  Promptly
                  upon receipt of any such Demand Qualification Request, the Company
                  will
                  take such actions as are necessary to effect such registration
                  under the
                  United States Securities Act of 1933 and the rules and regulations
                  promulgated thereunder (the “Securities Act”) (including,
                  without limitation, filing post-effective amendments, appropriate
                  qualification under applicable blue sky or other state securities
                  laws and
                  appropriate compliance with the applicable regulations promulgated
                  under
                  the Securities Act and ensuring that at the time of offering, the
                  disclosure available to prospective investors includes all of the
                  information required by Sections 12(a)(2) and 17(a)(2) of the Securities
                  Act) of the Shares which the Company has been so requested to register
                  within 180 days of such request (or within 120 days of such request
                  in the
                  case of a Demand Qualification Request after a public offering
                  of at least
                  $25 million has already occurred (a “Qualified Public
                  Offering”)).  Without limiting the generality of the
                  foregoing, the Corporation will, as expeditiously as
                  possible:

              


      

       

      
        	
                 

              	
                (i)

              	
                prepare
                  and, within 60 days, file with the Commission a Registration Statement
                  with respect to such Distribution Shares, make all required filings
                  with
                  the NASD and thereafter use its reasonable best efforts to cause
                  such
                  Registration Statement to become effective, provided that before
                  filing a Registration Statement or any amendments or supplements
                  thereto,
                  the Corporation will furnish to GSCP copies of all such documents
                  proposed
                  to be filed;

              


      

       

      
        	
                 

              	
                (ii)

              	
                prepare
                  and file with the Commission such amendments and supplements to
                  such
                  Registration Statement as may be necessary to keep such Registration
                  Statement effective for a period of either (a) not less than six
                  months or, if such Registration Statement relates to an underwritten
                  offering, such longer period as in the opinion of counsel for the
                  underwriters a prospectus is required by law to be delivered in
                  connection
                  with sales of Distribution Shares by an underwriter or dealer or,
                  or two
                  years in the case of shelf Registration Statements (or such shorter
                  period
                  ending on the date that the securities covered by such shelf Registration
                  Statement cease to constitute Distribution Shares) or (b) such
                  shorter period as will terminate when all of the securities covered
                  by
                  such Registration Statement have been disposed of in accordance
                  with the
                  intended methods of disposition by GSCP set forth in such Registration
                  Statement (but in any event not before the expiration of any longer
                  period
                  required under the Securities Act), and to comply with the provisions
                  of
                  the Securities Act with respect to the disposition of all securities
                  covered by such Registration Statement until such time as all of
                  such
                  securities

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                have
                  been disposed of in accordance with the intended methods of disposition
                  by
                  GSCP set forth in such Registration
                  Statement;

              


      

       

      
        	
                 

              	
                (iii)

              	
                furnish
                  to GSCP such number of copies, without charge, of such Registration
                  Statement, each amendment and supplement thereto, including each
                  preliminary prospectus, final prospectus, all exhibits and other
                  documents
                  filed therewith and such other documents as GSCP may reasonably
                  request
                  including in order to facilitate the disposition of the Distribution
                  Shares owned by GSCP;

              


      

       

      
        	
                 

              	
                (iv)

              	
                register
                  or qualify such Distribution Shares under such other securities
                  or blue
                  sky laws of such jurisdictions in the United States or Canada as
                  GSCP
                  reasonably requests and do any and all other acts and things that
                  may be
                  necessary or reasonably advisable to enable GSCP to consummate
                  the
                  disposition in such jurisdictions (provided that the Corporation
                  will not
                  be required to (i) file any prospectus, registration statement
                  or similar
                  document in such jurisdiction that is materially different from
                  that used
                  in connection with the subject distribution, (ii) take any action
                  that
                  would require it to become subject to any periodic reporting, continuous
                  disclosure or similar obligations in such jurisdiction, (iii) qualify
                  generally to do business in any jurisdiction where it would not
                  otherwise
                  be required to qualify but for this subsection, (iv) subject itself
                  to
                  taxation in any such jurisdiction or (v) consent to general service
                  of
                  process in any such jurisdiction);

              


      

       

      
        	
                 

              	
                (v)

              	
                cause
                  all Distribution Shares covered by such Registration Statement
                  to be
                  registered with or approved by such other governmental agencies,
                  authorities or self-regulatory bodies as may be necessary  or
                  reasonably advisable in light of the business and operations of
                  the
                  Corporation to enable GSCP to consummate the disposition of such
                  Distribution Shares in the United States in accordance with the
                  intended
                  method or methods of disposition
                  thereof;

              


      

       

      
        	
                 

              	
                (vi)

              	
                promptly
                  notify GSCP, at any time when a prospectus relating thereto is
                  required to
                  be delivered under the Securities Act, upon discovery that, or
                  upon the
                  discovery of the happening of any event as a result of which, the
                  prospectus contains an untrue statement of a material fact or omits
                  any
                  fact necessary to make the statements therein not misleading in
                  the light
                  of the circumstances under which they were made, and, as promptly
                  as
                  practicable, prepare and furnish to GSCP a reasonable number of
                  copies of
                  a supplement or amendment to such prospectus so that, as thereafter
                  delivered to the purchasers of such Distribution Shares, such prospectus
                  will not contain an untrue statement of a material fact or omit
                  to state
                  any fact necessary to make the statements therein not misleading
                  in the
                  light of the circumstances under which they were
                  made;

              


      

       

      
        	
                 

              	
                (vii)

              	
                notify
                  GSCP (i) when the prospectus or any prospectus supplement or
                  post-effective amendment has been filed and, with respect to such
                  Registration Statement or any post-effective amendment, when the
                  same

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                has
                  become effective, (ii) of any request by the Commission for
                  amendments or supplements to such Registration Statement or to
                  amend or to
                  supplement such prospectus or for additional information, and (iii)
                  of the issuance by the Commission of any stop order suspending
                  the
                  effectiveness of such Registration Statement or the initiation
                  of any
                  proceedings for any of such
                  purposes;

              


      

       

      
        	
                 

              	
                (viii)

              	
                cause
                  all such Distribution Shares to be listed on each securities exchange
                  on
                  which securities of the same class are then listed or, if no securities
                  of
                  the same class are then listed on any securities exchange, use
                  its
                  commercially reasonable efforts to cause all such Distribution
                  Shares to
                  be listed on the New York Stock Exchange or NASDAQ, if then eligible
                  for
                  such listing, as determined by GSCP and acceptable to the Corporation,
                  acting reasonably, (including, without limitation, effecting a
                  consolidation or reverse stock split in order to satisfy the listing
                  requirements of any stock exchange) and comply with applicable
                  listing
                  requirements for so long as GSCP owns at least 1% of the number
                  of issued
                  and outstanding Shares;

              


      

       

      
        	
                 

              	
                (ix)

              	
                provide
                  a transfer agent and registrar for all such Distribution Shares
                  not later
                  than the effective date of, or date of final receipt, for such
                  Registration Statement;

              


      

       

      
        	
                 

              	
                (x)

              	
                enter
                  into such customary agreements (including underwriting agreements
                  with
                  customary provisions) and take all such other actions as GSCP or
                  the
                  underwriters, if any, reasonably request in order to expedite or
                  facilitate the disposition of such Distribution
                  Shares;

              


      

       

      
        	
                 

              	
                (xi)

              	
                make
                  available for inspection by GSCP, any underwriter participating
                  in any
                  disposition pursuant to such Registration Statement and any attorney,
                  accountant or other agent retained by GSCP or underwriter, all
                  financial
                  and other records, pertinent corporate documents and documents
                  relating to
                  the business of the Corporation, and cause the Corporation’s officers,
                  directors, employees and independent accountants to supply all
                  information
                  reasonably requested by any of GSCP, underwriter, attorney, accountant
                  or
                  agent in connection with such Registration Statement; provided that
                  prior to the Corporation making any such information available
                  for
                  inspection or supplying any such information, such underwriter,
                  accountant
                  or other agent has entered into a confidentiality agreement in
                  form and
                  substance reasonably satisfactory to the Corporation or otherwise
                  confirmed the confidentiality of such information to the Company’s
                  satisfaction and agreed to use its commercially reasonable efforts
                  to
                  minimize the disruption to the Corporation's business in connection
                  with
                  the foregoing;

              


      

       

      
        	
                 

              	
                (xii)

              	
                otherwise
                  use its commercially reasonable efforts to comply with all applicable
                  rules and regulations of the Commission, and make available to
                  its
                  security holders, as soon as reasonably practicable, an earnings
                  statement
                  covering the period of at least twelve months beginning with
                  the

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                first
                  day of the Corporation’s first full calendar quarter after the effective
                  date of the Registration Statement, which earnings statement will
                  satisfy
                  the provisions of Section 11(a) of the US Securities Act and Rule
                  158
                  thereunder;

              


      

       

      
        	
                 

              	
                (xiii)

              	
                in
                  the event of the issuance of any stop order suspending the effectiveness
                  of a Registration Statement, or of any order suspending or preventing
                  the
                  use of any related prospectus or ceasing trading of any securities
                  included in such Registration Statement for sale in any jurisdiction,
                  use
                  its commercially reasonable efforts to promptly to obtain the withdrawal
                  of such order;

              


      

       

      
        	
                 

              	
                (xiv)

              	
                take
                  such other actions as the underwriters reasonably request in order
                  to
                  expedite or facilitate the disposition of such Distribution Shares,
                  including, without limitation, preparing for and participating
                  in such
                  number of “road shows” and all such other customary selling efforts as the
                  underwriters reasonably request in order to expedite or facilitate
                  such
                  disposition;

              


      

       

      
        	
                 

              	
                (xv)

              	
                obtain
                  one or more comfort letters, addressed to the sellers of Distribution
                  Shares, dated the effective date of such Registration Statement
                  (and, if
                  such registration includes an underwritten public offering dated
                  the date
                  of the closing under the underwriting agreement for such offering),
                  signed
                  by the Corporation’s independent public accountants in customary form and
                  covering such matters of the type customarily covered by comfort
                  letters
                  as GSCP reasonably requests;

              


      

       

      
        	
                 

              	
                (xvi)

              	
                provide
                  legal opinions of the Corporation’s outside counsel, addressed to the
                  holders of the Distribution Shares being sold, dated the effective
                  date of
                  such Registration Statement, (and, if such registration includes
                  an
                  underwritten public offering, dated the date of the closing under
                  the
                  underwriting agreement) in customary form and covering such matters
                  of the
                  type customarily covered by legal opinions of such nature;
                  and

              


      

       

      
        	
                 

              	
                (xvii)

              	
                not
                  to file or make any amendment to any Registration Statement with
                  respect
                  to any Distribution Shares, or any amendment of or supplement to
                  the
                  prospectus used in connection therewith, that refers to GSCP by
                  name, or
                  otherwise identifies GSCP as the holder of any securities of the
                  Corporation, without the consent of GSCP, such consent not to be
                  unreasonably withheld or delayed, unless and to the extent such
                  disclosure
                  is required by law; and

              


      

       

      
        	
                 

              	
                (xviii)

              	
                use
                  its reasonable best efforts to take or cause to be taken all other
                  actions, and do and cause to be done all other things, necessary
                  or
                  reasonably advisable in the opinion of GSCP to effect the registration
                  of
                  such Distribution Shares contemplated
                  hereby.

              


      

       

      
        	
                 

              	
                (b)

              	
                If
                  the Company receives a Demand Qualification Request and the Corporation
                  furnishes to the GS Parties a copy of a resolution of the board
                  of
                  directors of the

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                Corporation
                  stating that in the good faith judgment of the board of directors
                  it would
                  be materially adverse to the Corporation for a Registration Statement
                  to
                  be filed on or before the date such filing would otherwise be required
                  hereunder, the Corporation shall have the right to defer such filing
                  for a
                  period of not more than ninety (90) days after the date such filing
                  would
                  otherwise be required hereunder.  The Corporation shall not be
                  permitted to take such action more than twice in any 360-day
                  period.  If the Corporation shall so postpone the filing of a
                  Registration Statement, the requesting party may withdraw its Demand
                  Qualification Request by so advising the Corporation in writing
                  within
                  thirty (30) days after receipt of the notice of
                  postponement.

              


      

       

      
        	
                 

              	
                (c)

              	
                Registrations
                  shall be on such appropriate registration form (the “Registration
                  Statement”) of the Commission (i) as shall be selected by the
                  Corporation, acting reasonably, and (ii) as shall permit the disposition
                  of such Distribution Shares in accordance with the intended method
                  or
                  methods of disposition specified in the Demand Qualification
                  Request.

              


      

       

      
        	
                 

              	
                (d)

              	
                In
                  the case of an underwritten offering, GSCP shall select the underwriters,
                  provided such selection is acceptable to the Corporation, acting
                  reasonably.

              


      

       

      2.           Lock-ups.

       

      Prior
        to
        or in connection with a Qualified Public Offering, if the Corporation shall
        register Distribution Shares under the Securities Act for sale to the public,
        no
        holder of Shares other than GSCP (in connection with the offering) shall
        sell
        publicly, make any short sale of, grant any option for the purchase of, or
        otherwise dispose publicly of, any Shares of the Corporation without the
        prior
        written consent of GSCP and the Corporation, for the period of time in which
        the
        GS Parties have similarly agreed not to sell publicly, make any short sale
        of,
        grant any option for the purchase of, or otherwise dispose publicly of, any
        Shares of the Corporation.  In addition, if requested by the managing
        underwriter(s), in connection with the initial public offering, all holders
        of
        Shares shall enter into a customary lock-up agreement with the managing
        underwriter(s).  In connection with an underwritten public offering
        following a Qualified Public Offering, no holder of Shares shall sell publicly,
        make any short sale of, grant any option for the purchase of, or otherwise
        dispose publicly of, any capital stock of the Corporation, for such period
        as
        shall be required by the managing underwriter of such public
        offering.  For the avoidance of doubt, CanWest will not be obligated
        to enter into or accept any lock-up agreement unless the GS Parties enter
        into
        or accepts a lock-up agreement providing for substantially the same
        restrictions.

       

      3.           Indemnification.

       

      
        	
                 

              	
                (a)

              	
                Indemnification
                  by the Corporation.  The Corporation agrees to indemnify and
                  hold harmless, to the full extent permitted by law, GSCP (for purposes
                  of
                  this Section 3, a “Selling Shareholder”), its officers, directors,
                  employees and representatives and each person who controls (within
                  the
                  meaning of the Securities Act) such Selling Shareholder against
                  any
                  losses, claims, damages, liabilities and expenses caused by any
                  untrue or
                  alleged untrue statement of a material fact contained in any Registration
                  Statement, prospectus, preliminary prospectus, “free writing” prospectus
                  or any supplement thereto or any
                  omission

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                or
                  alleged omission to state therein a material fact required to be
                  stated
                  therein or necessary to make the statements therein not misleading,
                  except
                  insofar as the same may be caused by or contained in any information
                  furnished in writing to the Corporation by such Selling Shareholder
                  for
                  use therein; provided, however, that the Corporation shall not
                  be liable
                  in any such case to the extent that any such loss, claim, damage,
                  liability or expense arises out of or is based upon an untrue statement
                  or
                  alleged untrue statement or omission or alleged omission made in
                  any such
                  preliminary prospectus if (A) such Selling Shareholder failed to
                  deliver
                  or cause to be delivered a copy of the prospectus to the Person
                  asserting
                  such loss, claim, damage, liability or expense after the Corporation
                  has
                  furnished such Selling Shareholder with a sufficient number of
                  copies of
                  the same and (B) the prospectus completely corrected in a timely
                  manner
                  such untrue statement or omission; and provided, further, that
                  the
                  Corporation shall not be liable in any such case to the extent
                  that any
                  such loss, claim, damage, liability or expense arises out of or
                  is based
                  upon an untrue statement or alleged untrue statement or omission
                  or
                  alleged omission in the prospectus, if such untrue statement or
                  alleged
                  untrue statement, omission or alleged omission is completely corrected
                  in
                  an amendment or supplement to the prospectus and the Selling Shareholder
                  thereafter fails to deliver such prospectus as so amended or supplemented
                  prior to or concurrently with the sale of the securities to the
                  Person
                  asserting such loss, claim, damage, liability or expense after
                  the
                  Corporation had furnished such Selling Shareholder with a sufficient
                  number of copies of the same.  The Corporation will also
                  indemnify underwriters, selling brokers, dealer managers and similar
                  securities industry professionals participating in the distribution,
                  their
                  officers and directors and each Person who controls such Persons
                  (within
                  the meaning of the Securities Act) to the same extent as provided
                  above
                  with respect to the indemnification of the Selling Shareholder,
                  if
                  requested.

              


      

       

      
        	
                 

              	
                (b)

              	
                Indemnification
                  by Selling Shareholders.  Each Selling Shareholder agrees to
                  indemnify and hold harmless, to the full extent permitted by law,
                  the
                  Corporation, its directors, officers, employees and representatives
                  and
                  each person who controls the Corporation (within the meaning of
                  the
                  Securities Act) against any losses, claims, damages or liabilities
                  and
                  expenses caused by any untrue or alleged untrue statement of a
                  material
                  fact contained in any Registration Statement or any omission or
                  alleged
                  omission to state therein a material fact required to be stated
                  therein or
                  necessary to make the statements therein not misleading, to the
                  extent,
                  but only to the extent, that such untrue statement or omission
                  is
                  contained in any statement or affidavit furnished in writing by
                  such
                  Selling Shareholder to the Corporation expressly for inclusion
                  in such
                  Registration Statement, prospectus, preliminary prospectus, “free writing”
                  prospectus, or any supplement thereto and has not been corrected
                  in a
                  subsequent writing prior to or concurrently with the sale of the
                  securities to the person asserting such loss, claim, damage, liability
                  or
                  expense.  In no event shall the liability of any Selling
                  Shareholder hereunder be greater in amount than the dollar amount
                  of the
                  proceeds received by such Selling Shareholder upon the sale of
                  the
                  securities giving rise to such indemnification obligation and any
                  indemnification shall be several and not joint.  The Corporation
                  and the Selling Shareholders shall be entitled to receive indemnities
                  from
                  underwriters, selling brokers,
                  dealer

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                managers
                  and similar securities industry professionals participating in
                  the
                  distribution, to the same extent as provided above with respect
                  to
                  information so furnished in writing by such Persons specifically
                  for
                  inclusion in any prospectus or Registration
                  Statement.

              


      

       

      
        	
                 

              	
                (c)

              	
                Conduct
                  of Indemnification Proceedings.  Any claim made for
                  indemnification hereunder shall be made in accordance with the
                  procedures
                  set forth in Section 4.3 of this
                  Schedule.

              


      

       

      
        	
                 

              	
                (d)

              	
                Other
                  Indemnification.  Indemnification similar to that specified
                  in paragraphs (a) and (b) (with appropriate modifications) shall
                  be given
                  by the Corporation and each Selling Shareholder with respect to
                  any
                  required registration or other qualification of securities under
                  United
                  States federal or state law or regulation of governmental authority
                  other
                  than the Securities Act.

              


      

       

      
        	
                 

              	
                (e)

              	
                Contribution.  If
                  for any reason the indemnification provided for in paragraphs (a),
                  (b) or
                  (d) of this Exhibit A to Schedule 6.9 is unavailable to an indemnified
                  party or insufficient to hold such indemnified party harmless as
                  contemplated by such paragraphs, then the indemnifying party shall
                  contribute to the amount paid or payable by the indemnified party
                  as a
                  result of such loss, claim, damage or liability in such proportion
                  as is
                  appropriate to reflect not only the relative benefits received
                  by the
                  indemnified party and the indemnifying party, but also the relative
                  fault
                  of the indemnified party and the indemnifying party, as well as
                  any other
                  relevant equitable considerations, provided that no Selling Shareholder
                  shall be required to contribute in an amount greater than the dollar
                  amount of the proceeds received by such Selling Shareholder with
                  respect
                  to the sale of any securities hereunder.  No person guilty of
                  fraudulent misrepresentation (within the meaning of Section 11(f)
                  of the
                  Securities Act) shall be entitled to contribution from any person
                  who was
                  not itself guilty of such fraudulent
                  misrepresentation.

              


      

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      7.1

     

    FINANCIAL
      CALCULATIONS

     

    
      	
              1.

            	
              If
                any contracts or other assets of the Contributed Business are unable
                to be
                transferred to the Corporation in connection with the Combination
                Transaction (due to consent issues or otherwise), the Financial
                Calculations shall be calculated on a pro forma basis such that
                (a) Cash of the Corporation will increase or decrease, as applicable,
                to
                account for the Cash that would have been generated or depleted,
                as
                applicable, by the Corporation had such contract or asset been transferred
                to the Corporation and (b) EBITDA of the Corporation will increase
                or
                decrease, as applicable, to account for the EBITDA that would have
                been
                generated or depleted, as applicable, by the Corporation had such
                contract
                or asset been transferred to the
                Corporation.

            


    

     

    
      	
              2.

            	
              “EBITDA”
                shall be increased by the amount of EBITDA related to an asset acquired
                by
                the Contributed Business or the Corporation (reflecting a pro
                forma EBITDA for the last 12 months prior to the date of the EBITDA
                calculation to the extent that the EBITDA of the acquired assets
                is not
                fully reflected in the Financial Calculations for the Contributed
                Business
                or the Corporation for such period), subject to pro rata
                adjustment in the case of the acquisition of any partial
                interest.

            


    

     

    
      	
              3.

            	
              If
                the Corporation or any of its Subsidiaries lends money to a third
                party
                (for the avoidance of doubt, excluding any Person in which the Corporation
                or any of its Subsidiaries has an equity interest) or otherwise acquires
                a
                note receivable, promissory note, bond, other debt or debt-like
                instruments or other debt securities from such a third party (including
                in
                the event that the Corporation or any of its subsidiaries lends money
                to
                or otherwise finances a CanWest Party in connection with a purchase
                of GS
                Shares by such CanWest Party (pursuant to this Agreement), but excluding
                the acquisition of all or substantially all of the securities of
                a
                business in connection with the acquisition of a business or asset
                that is
                an operating business or asset and/or generates or is expected to
                generate
                EBITDA), such amount shall be added to Cash (until such time as such
                amount has been repaid to the Corporation or its Subsidiaries or
                the
                proceeds from the disposition of any such instrument have been received
                by
                the Corporation or its
                Subsidiaries).

            


    

     

    
      	
              4.

            	
              The
                Corporation, CanWest and its Affiliates agree not to take any action
                to
                the extent the motivation for such action is to affect the Financial
                Calculations in such a way as to favour one or more of the CanWest
                Parties
                over one or more of the GS Parties.