CANWEST MEDIAWORKS INC. - and - CWMW TRUST - and - CANWEST MEDIAWORKS (CANADA) INC. - and - CANWEST MEDIAWORKS LIMITED PARTNERSHIP - and – CANWEST MEDIAWORKS INCOME FUND PRIVATIZATION AGREEMENT May 25, 2007Privatization Agreement • December 19th, 2007 • Canwest Mediaworks Inc • Television broadcasting stations • Ontario
CANWEST MEDIAWORKS LIMITED PARTNERSHIP, a limited partnership created under the laws of Ontario by its general partner, CanWest MediaWorks (Canada) Inc.
VOTING AGREEMENTVoting Agreement • December 19th, 2007 • Canwest Mediaworks Inc • Television broadcasting stations • Ontario
WHEREAS Sumac is the registered and beneficial owner of 127,242 Class A voting shares (the “AA Shares”) in the capital of Alliance Atlantis Communications Inc. (the “Corporation”);
6681859 CANADA INC. - and - ALLIANCE ATLANTIS COMMUNICATIONS INC. ARRANGEMENT AGREEMENT JANUARY 10,2007Arrangement Agreement • December 19th, 2007 • Canwest Mediaworks Inc • Television broadcasting stations • Ontario
ALLIANCE ATLANTIS COMMUNICATIONS INC., a corporation existing under the laws of Canada (hereinafter referred to as the “Corporation”).
VOTING AGREEMENTVoting Agreement • December 19th, 2007 • Canwest Mediaworks Inc • Television broadcasting stations • Ontario
WHEREAS SHS is the registered and beneficial owner of 670,995 Class A voting shares (the “AA Shares”) in the capital of Alliance Atlantis Communications Inc. (the “Corporation”);
AMENDMENT NO. 2 TO ARRANGEMENT AGREEMENT dated July 30, 2007, BETWEEN:Arrangement Agreement • December 19th, 2007 • Canwest Mediaworks Inc • Television broadcasting stations • Ontario
ALLIANCE ATLANTIS COMMUNICATIONS INC., a corporation existing under the laws of Canada (hereinafter referred to as the “Corporation”),
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.Shareholders Agreement • December 19th, 2007 • Canwest Mediaworks Inc • Television broadcasting stations • Ontario
[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.]
CANWEST MEDIAWORKS INC. a corporation incorporated under the laws of Manitoba as Borrower - and - THE GUARANTORS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT as Guarantors - and - THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT as...Second Amendment Agreement • December 19th, 2007 • Canwest Mediaworks Inc • Television broadcasting stations
NOW THEREFORE in consideration of the premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:
VOTING TRUST AGREEMENT*Voting Trust Agreement • December 19th, 2007 • Canwest Mediaworks Inc • Television broadcasting stations • Ontario
CW Media Inc., a corporation incorporated under the laws of Canada, and the successor to AA Acquisition Corp. (formerly 6681859 Canada Inc.) (“Amalco”)
SEPARATION AND DISTRIBUTION AGREEMENT by and among ENTERTAINMENT SUBCO AB, INC., ALLIANCE DISTRIBUTION HOLDINGS S.ÀR.L, 4414608 CANADA INC., 3217920 NOVA SCOTIA COMPANY, 4437497 CANADA INC., 4437641 CANADA INC., CW MEDIA HOLDINGS INC., ALLIANCE...Separation and Distribution Agreement • December 19th, 2007 • Canwest Mediaworks Inc • Television broadcasting stations • Ontario
SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of August 15, 2007 (the “Closing Date”, by and among Entertainment Subco AB, Inc. (“Entertainment”), Alliance Distribution Holdings S.àr.l (“International”), 4414608 Canada Inc. (“Movie”), 3217920 Nova Scotia Company (“Movie Finco”),CW Media Holdings Inc. (“STV”), 4437497 Canada Inc. (“Production”), 4437641 Canada Inc. (“Propinquity”), Alliance Atlantis Equicap Corporation (“ShelterCo”), 4414641 Canada Inc. (“CanCo”), CW Media Inc., a wholly owned subsidiary of CanCo and those parties listed on Schedule 1 (the “Additional Parties”) (“CW Media”, and together with Entertainment, International, Movie, Movie Finco, Production, Propinquity, STV, ShelterCo, CW Media and the Additional Parties, the “Parties” and each, a “Party”).
AMENDMENT TO ARRANGEMENT AGREEMENT dated February 26, 2007, BETWEEN:Arrangement Agreement • December 19th, 2007 • Canwest Mediaworks Inc • Television broadcasting stations • Ontario
ALLIANCE ATLANTIS COMMUNICATIONS INC., a corporation existing under the laws of Canada (hereinafter referred to as the “Corporation”),
MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT August 15, 2007 CANWEST MEDIAWORKS INC. AND CW MEDIA INC.Management and Administrative Services Agreement • December 19th, 2007 • Canwest Mediaworks Inc • Television broadcasting stations • Ontario
