0001193125-06-031732 Sample Contracts

TENTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 14th, 2006 • Canwest Mediaworks Inc • Television broadcasting stations • New York

TENTH SUPPLEMENTAL INDENTURE, dated as of August 31, 2005, among CanWest Media Inc. (“CMI”), New CMPI, as defined below, and The Bank of New York, as trustee (the “Trustee”).

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FOURTH SUPPLEMENTAL INDENTURE
Fourth Supplemental Indenture • February 14th, 2006 • Canwest Mediaworks Inc • Television broadcasting stations

FOURTH SUPPLEMENTAL INDENTURE, dated as of September 1, 2005, among CanWest MediaWorks Inc. (“New CMI”) and The Bank of New York, as trustee (the “Trustee”).

SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • February 14th, 2006 • Canwest Mediaworks Inc • Television broadcasting stations • New York

SECOND SUPPLEMENTAL INDENTURE, dated as of August 30, 2005, among CanWest Media Inc. (“CMI”), 4309626 Canada Inc. (“4309626”), National Post Holdings Ltd. (“Post Holdings”), GTNQ Holdings Inc. (“GTNQ Holdings”), and The Bank of New York, as trustee (the “Trustee”).

THIRD SUPPLEMENTAL INDENTURE
Third Supplemental Indenture • February 14th, 2006 • Canwest Mediaworks Inc • Television broadcasting stations • New York

THIRD SUPPLEMENTAL INDENTURE, dated as of August 31, 2005, among CanWest Media Inc. (“CMI”), New CMPI, as defined below, and The Bank of New York, as trustee (the “Trustee”).

EIGHTH SUPPLEMENTAL INDENTURE
Eighth Supplemental Indenture • February 14th, 2006 • Canwest Mediaworks Inc • Television broadcasting stations • New York

EIGHTH SUPPLEMENTAL INDENTURE, dated as of August 29, 2005, among CANWEST MEDIA INC., a corporation incorporated under the laws of the Province of Manitoba, Canada (the “Issuer”), each of the New Guarantors (as defined herein) and The Bank of New York, as trustee (the “Trustee”).

CANWEST MEDIAWORKS INC. - and - CWMW TRUST - and - CANWEST MEDIAWORKS (CANADA) INC. - and - CANWEST MEDIAWORKS LIMITED PARTNERSHIP - and - CANWEST MEDIAWORKS INCOME FUND
Securityholders' Agreement • February 14th, 2006 • 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.

EIGHTH SUPPLEMENTAL INDENTURE
Eighth Supplemental Indenture • February 14th, 2006 • Canwest Mediaworks Inc • Television broadcasting stations • New York

EIGHTH SUPPLEMENTAL INDENTURE, dated as of September 1, 2005, among CanWest MediaWorks Inc. (“New CMI”), as defined below and The Bank of New York, as trustee (the “Trustee”).

SEVENTH SUPPLEMENTAL INDENTURE
Seventh Supplemental Indenture • February 14th, 2006 • Canwest Mediaworks Inc • Television broadcasting stations • New York

SEVENTH SUPPLEMENTAL INDENTURE, dated as of August 31, 2005, among CanWest Media Inc. (“CMI”), New CMPI, as defined below, and The Bank of New York, as trustee (the “Trustee”).

NINTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 14th, 2006 • Canwest Mediaworks Inc • Television broadcasting stations • New York

NINTH SUPPLEMENTAL INDENTURE, dated as of August 30, 2005, among CanWest Media Inc. (“CMI”), 4309626 Canada Inc. (“4309626”), National Post Holdings Ltd. (“Post Holdings”), GTNQ Holdings Inc. (“GTNQ Holdings”), and The Bank of New York, as trustee (the “Trustee”).

STRATEGIC OPPORTUNITIES AND NON-COMPETITION AGREEMENT
Strategic Opportunities and Non-Competition Agreement • February 14th, 2006 • Canwest Mediaworks Inc • Television broadcasting stations • Ontario

CANWEST MEDIAWORKS (CANADA) INC., a corporation governed by the federal laws of Canada, as a general partner for and on behalf of CANWEST MEDIAWORKS LIMITED PARTNERSHIP, a Limited Partnership governed by the laws of the Province of Ontario,

NINTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 14th, 2006 • Canwest Mediaworks Inc • Television broadcasting stations • New York

NINTH SUPPLEMENTAL INDENTURE, dated as of September 21, 2005, among CANWEST MEDIAWORKS INC., a corporation incorporated under the laws of the Province of Manitoba (formerly known as CanWest Media Inc.) (the “Issuer”), CanWest MediaWorks Publications Inc. (“CanWest Publications”), National Post Holdings Ltd. (“Post Holdings”), GTNQ Holdings Inc. (together with CanWest Publications and PostHoldings, the “Guarantors”) and The Bank of New York, as trustee (the “Trustee”).

SIXTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 14th, 2006 • Canwest Mediaworks Inc • Television broadcasting stations • New York

SIXTH SUPPLEMENTAL INDENTURE, dated as of August 30, 2005, among CanWest Media Inc. (“CMI”), 4309626 Canada Inc. (“4309626”), National Post Holdings Ltd. (“Post Holdings”), GTNQ Holdings Inc. (“GTNQ Holdings”), and The Bank of New York, as trustee (the “Trustee”).

Re: Management and Consulting Services Agreement – Leonard Asper
Management and Consulting Services Agreement • February 14th, 2006 • Canwest Mediaworks Inc • Television broadcasting stations

This letter agreement is intended to serve as an amending and supplementary agreement to the existing Restated Management Services and Consulting Agreement among CanWest Media Inc. (“Media”), CanWest Direction Ltd. (“Direction”) and CanWest Global Communications Corp. (“CanWest”) made as of September 1, 2001 for the provision of management and consulting services by Direction.

FIFTH SUPPLEMENTAL INDENTURE
Fifth Supplemental Indenture • February 14th, 2006 • Canwest Mediaworks Inc • Television broadcasting stations • New York

FIFTH SUPPLEMENTAL INDENTURE, dated as of August 29, 2005, among CANWEST MEDIA INC., a corporation incorporated under the laws of the Province of Manitoba, Canada (the “Issuer”), each of the New Guarantors (as defined herein) and The Bank of New York, as trustee (the “Trustee”).

ELEVENTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 14th, 2006 • Canwest Mediaworks Inc • Television broadcasting stations • New York

ELEVENTH SUPPLEMENTAL INDENTURE, dated as of September 1, 2005, among CanWest MediaWorks Inc. (“New CMI”), as defined below and The Bank of New York, as trustee (the “Trustee”).

CANWEST MEDIAWORKS INC. - and - CANWEST MEDIAWORKS INCOME FUND - and - CWMW TRUST - and - CANWEST MEDIAWORKS (CANADA) INC. - and - CANWEST MEDIAWORKS LIMITED PARTNERSHIP - and - EACH ADDITIONAL PERSON WHO BECOMES, FROM TIME TO TIME, A HOLDER OF COMMON...
Liquidity & Exchange Agreement • February 14th, 2006 • Canwest Mediaworks Inc • Television broadcasting stations • Ontario

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

TWELTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 14th, 2006 • Canwest Mediaworks Inc • Television broadcasting stations • New York

TWELTH SUPPLEMENTAL INDENTURE, dated as of September 21, 2005, among CANWEST MEDIAWORKS INC., a corporation incorporated under the laws of the Province of Manitoba (formerly known as CanWest Media Inc.) (the “Issuer”), CanWest MediaWorks Publications Inc. (“CanWest Publications”), National Post Holdings Ltd. (“Post Holdings”), GTNQ Holdings Inc. (together with CanWest Publications and PostHoldings, the “Guarantors”) and The Bank of New York, as trustee (the “Trustee”).

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