CJOT-FM and CKQB-FM Application

Home , Boom FM, CFMJ, CKNW, Fox Sports World Canada, Ottawa station

Via GCKey

April 16th, 2013

Mr. John Traversy Secretary General Canadian Radio-television and Telecommunications Commission Ottawa, Ontario K1A 0N2

Dear Mr. Traversy:

Re: Application to transfer ownership and effective control of CKQB-FM and CJOT-FM Ottawa to Corus Entertainment Inc.

We are pleased to file an application by 8324433 Canada Inc., a wholly owned subsidiary of Corus Entertainment Inc. (Corus), on behalf of Bell Media Inc. and its designated trustee, for authority to transfer ownership and effective control of CKQB-FM and CJOT-FM, two English-language Category 2 commercial radio stations operating in Ottawa, Ontario, through the acquisition by Corus of the voting interests currently held by Astral Media Inc. (Astral) in these two stations.

Please note that Bell Media Inc. has appointed the undersigned to act as its agent with respect to this application.

Corus has filed via GCKey the following documents:

 For each station, an application for authority to effect a change in ownership or control of a licensed broadcasting undertaking (Shares)– Form 139;  Appendix 1 – Supplementary Brief;  Appendix 2B – Control Statement;  Appendix 2C – Corporate Documents;  Appendix 2D – Purchase and Sale Agreement – Confidential and Abridged versions; and  Appendix 5 – Financial Statements – Confidential and Abridged versions. 2

The present application flows from a series of agreements between Corus and BCE Inc. (Bell) and Astral Media Inc. (Astral) to acquire either through shares or assets a variety of licensed programming undertakings. These binding agreements between the parties and each company as publicly traded companies (Corus, Bell and Astral) were made known to the public on March 4th, 2013, the date upon which these agreements were signed.

The agreements that are the subject of this application are subject to two important conditions (among others):

1. The transaction between Bell and Astral that are the subject of this application are conditional upon the approval of the transfer applications that will be heard at an upcoming Commission public hearing on May 6th, 2013 (see Broadcasting Notice of Consultation CRTC 2013 106, Items 1-3) are approved; and

2. Once the above applications are approved, that Bell and Astral move to close the transaction.

Pursuant to sections 31 and 32 of the Canadian Radio-television and Telecommunications Commission Rules of Practice and Procedure (the “Rules”), Corus is designating the financial information in Appendix 5 as well as Schedule 1.1(gg), Schedule 1.1(kk), Schedule 1.1(ssss), Schedule 1.1(tttt), Schedule 3.2(1)(f)(iii), Schedule 3.2(1)(i), Schedule 3.2(1)(i), Schedule 3.2(1)(m), Schedule 3.2(1)(o)(ii), Schedule 3.2(1)(q), and Schedule 4.11 of the Agreement in Appendix 2D as confidential.

The sections that have been redacted contain competitively sensitive information whether for the current year or future years that could detrimentally impact Corus and certain individuals if released. This information has been disaggregated for the purposes of this report in a manner that it would not be for other filings, whether to the Commission or for securities purposes.

Corus trusts that the application is in proper form; however, should you have any questions please contact the undersigned.

Thank you for your attention to this matter.

Sincerely,

Sylvie Courtemanche Vice President, Government Relations Corus Entertainment Inc.

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Application for authority to effect a change in ownership or control of a licensed broadcasting undertaking (Shares) - Form 139

General instructions

Filing File electronically via My CRTC Account by attaching the application to the Cover page. My CRTC Account allows you to securely submit documents to the Commission with a user ID and password. Therefore, a signature is not required when using My CRTC Account. Applicants who file their application in this manner are not required to submit a hard copy of the application and its related documents. Applicants who cannot send their application electronically with My CRTC Account can contact the Commission at 1-877-249-CRTC (2782).

Instructions The following questionnaire is in HTML format and may be downloaded to the word processing software of your choice. This enables you to complete the downloaded questionnaire by inserting your response in bold letters immediately following the question. You may add lines to the tables if necessary but do not alter or delete any text from the questionnaire. The application must be divided into sections as set out in the questionnaire, and include the numbered questions followed by the corresponding response. Responses must be provided, at a minimum, in a size 10 font.

Naming conventions for the electronic documents The following documents should be submitted as separate electronic documents using the naming convention specified below. The document number (Doc#) indicates the ascending order in which the documents should appear on the public file.

Table 1 - Naming convention for the electronic documents Document Electronic file name The Covering Letter (if any) APP - Doc1 - Cover Letter The Application Form APP - Doc2 - Application form Appendix 1 APP - Doc3 - Appendix 1 - Supplementary brief Appendix 2A APP - Doc4 - Appendix 2A - Ownership Information APP - Doc5 - Appendix 2B - Control Statement and Appendix 2B Agreements (or draft) Appendix 2C APP - Doc6 - Appendix 2C - Corporate Documents (or draft) APP - Doc7 - Appendix 2D - Purchase and Sale Agreement Appendix 2D (or draft) Appendix 3 APP - Doc8 - Appendix 3 - Consolidation & Cross-Media Appendix 5 APP - Doc9 - Appendix 5 - Financial Statements NOT WEB - APP - Doc xx - Confdoc - "brief description of the Each confidential document document" Each abridged version of each APP - Doc - ABRIDGED VERSION - "same description of confidential document document for which confidentiality is requested"

The Commission may return the application if it has not been duly completed or if the required technical documentation has not been filed with the Department of Industry. The onus will be on the applicant to submit a clear application that provides all of the relevant information, identifies all regulatory issues raised in the application and provides supporting documentation.

Canadian Radio-television and Telecommunications Commission

Application for authority to effect a change in ownership or control of a licensed broadcasting undertaking (Shares)

1. General information Location of undertaking: Ottawa, Ontario (for various locations, elaborate under section 4) Type of transaction: Shares ( X ) Shares and control ( ) Type of undertaking (such as AM, FM, TV, Distribution, VOD, etc.): CJOT-FM is a Category 2 commercial FM radio station operating in Ottawa, Ontario.

1.1 Provide a brief description of your application: This is an application by 8324433 Canada Inc., a wholly owned subsidiary of Corus Entertainment Inc. (Corus) on behalf of Bell Media Inc. (Bell) for authority to transfer the ownership and effective control of CJOT-FM, a Category 2 commercial radio station operating in Ottawa, Ontario known as “BOOM FM”, through the acquisition by Corus of the voting interests currently held by Astral Media inc. (Astral) in CJOT-FM. A similar proposal involving the acquisition by Corus of Astral’s voting interests in CKQB-FM Ottawa is the subject of a separate application filed concurrently. CJOT-FM is licensed to Astral Media Radio inc., a wholly owned subsidiary of Astral. This application to transfer Astral’s voting interests in CJOT-FM forms part of a larger series of transfers between Bell and Astral (the Astral/Bell transfer) and is subject to Commission approving the Astral/Bell transfer or substantially in accordance with the application filed by Bell on January 31st, 2013. The proposed transfer of ownership and effective control of CJOT-FM would flow as follows:  Corus has incorporated 8324433 Canada Inc., which is 100% owned by Corus Entertainment Inc.  At closing, 8324433 Canada Inc. will hold the licences of CKQB-FM and CJOT-FM. Following the Commission’s approval of the transfers outlined above, Corus intends to exercise effective control of CJOT-FM and to integrate this station within the Corus Radio operations. 1.2 List all the documents you request be treated as confidential:

Appendix 2D – Purchase and Sale Agreement Schedule 1.1(gg), Schedule 1.1(kk), Schedule 1.1(ssss), Schedule 1.1(tttt), Schedule 3.2(1)(f)(iii), Schedule 3.2(1)(i), Schedule 3.2(1)(i), Schedule 3.2(1)(m), Schedule 3.2(1)(o)(ii), Schedule 3.2(1)(q), Schedule 4.11 Appendix 5 – Financial Statements

1.3 Identification of the licensee subject to the transaction (herein after the applicant) Name: Bell Media Inc. Address: 299 Queen Street West, Toronto, Ontario M5V 2Z5 Fax: (416) 384-4580 E-mail: [email protected]

Contact person representing the applicant (if there is no appointed agent under question 1.4) Name: Kevin Goldstein Title: Vice President, Regulatory Affairs Telephone: (416) 384-5155 Please indicate the E-Mail address and FAX number that should be specified in a Notice of Consultation. Fax: (416) 479-7015 E-mail: [email protected]

1.4 Appointment of agent I, Kevin Goldstein, the applicant, hereby appoint Sylvie Courtemanche as my agent for and on my behalf and in my name to sign, file and complete (if necessary) an application with the Canadian Radio-television and Telecommunications Commission and to sign and file a reply with respect thereto and I do hereby ratify, confirm, and adopt as my own act, such application and all replies made thereto. Date: April 16, 2013 At: Toronto, Ontario

Signature: Address of agent: 25 Dockside Drive, Toronto, Ontario M5A 0B5 Title: Vice-President, Government Relations, Corus Entertainment Inc. Telephone: (613) 692-3177 Fax: (416) 479-7015 E-mail: [email protected]

1.5 Identification of the purchaser of shares Individual ( ) Company to be incorporated ( ) Company ( X ) Other ( ) Specify: ______Name: 8324433 Canada Inc. Address: Corus Quay, 25 Dockside Drive, Toronto, Ontario M5A 0B5 Fax: (416) 479-7015 E-mail: [email protected]

1.6 Declaration of the applicant or its appointed agent I, Sylvie Courtemanche, solemnly declare that: a. I am the appointed agent of the applicant named in this Application Brief and as such have knowledge of all matters declared therein. b. The statements made in this application, or any document filed pursuant to any request for further information by the Commission, are (will be) to the best of my knowledge and belief true in all respects. c. The opinions and estimates given in this application, or any document filed pursuant to any request for further information by the Commission, are (will be) based on facts as known to me. d. I have examined the provisions of the Broadcasting Act and the broadcasting regulations relevant to this application. And I have signed

Signature: Date: April 16, 2013 Witnessed by

Signature: Name (Printed): Gary Maavara Date: April 16, 2013 At: Toronto, Ontario

1.7 Location(s) where the application may be examined Set out the applicant’s website address or, if the application is not posted on their website, the email address where an electronic copy of the application may be requested: Website: www.corusent.com Email:

1.8 Same terms and conditions The applicant confirms that the undertaking (s) involved in the proposed transaction will continue to be operated by the licensee under the same terms and conditions as those in effect under the current licence(s) Yes ( X ) No ( ) (if an amendment is proposed, the applicant must complete a separate application brief.) Date: April 16, 2013 At: Toronto, Ontario

Signature of Applicant/Licensee or its appointed agent: 1.9 It is mandatory that you file a Supplementary Brief identified as Appendix 1, ensuring that you provide the following: See Appendix 1 – Supplementary Brief  The rationale for the transaction, from the perspective of both, the vendor(s) and the purchaser(s);  The value of the transaction, including the method(s) used to assess this value;  The proposed tangible benefits pursuant to the Commercial Radio Policy 2006 (Broadcasting Public Notice CRTC 2006-158) , and/or the Campus and community radio policy (Broadcasting Regulatory Policy CRTC 2010-499) , and/or the television policy, A policy framework for Canadian Television (Public Notice CRTC 1999-97);  The proposed intangible benefits;  The ownership issues (for example, concentration of ownership, cross-media ownership, sale of broadcasting undertaking(s) within the first licence term, common ownership policy).

1.10 Procedural request TheCanadian Radio-television and Telecommunications Commission Rules of Practice and Procedure allow an interested person to request that the Commission exercise a power under the Rules of Procedure or change the Rules of Procedure for a specific proceeding (sections 5 and 7). This is generally called a procedural request. You may consult the Implementation of new Rules of Practice and Procedure, Broadcasting and Telecom Regulatory Policy CRTC 2010-958, 23 December 2010, and the Guidelines on the CRTC Rules of Practice and Procedure, Broadcasting and Telecom Information Bulletin CRTC 2010-959, 23 December 2010, for more information. Is the applicant requesting that the Commission make an exception to its Rules of Procedure in the treatment of this application? Yes ( ) No ( X ) If yes, please indicate which section of the Rules of Procedure you wish to vary, and provide a detailed rationale as to why this request should be granted :

2. Ownership

Ownership information

Appendix 2A : All applicants must complete section a) of the appendix but MAY BE exempt from completing section b).

a. The Applicant The licensee seeking authority to effect a change in ownership or control of its licensed broadcasting undertaking(s). Bell Media Inc. filed its annual ownership updates on September 26th, 2012 (Rapids #446460).

b. The Shareholder Corporations (after the transaction) The parent corporation, the corporations which form part of the control chain, and all corporations or legal entities listed in a table 2.2, holding directly or indirectly 10% or more of the voting interest of the corporation to which the table 2.2 pertains. You may be exempt from completing section b) if all ownership information for each of the entities that form part of the ownership chain after the transaction has been supplied within the last 12 months from the date of this application and accepted as satisfactory by the Commission. You must also ensure that : o no changes have occurred since the last filing that would be subject to a notification requirement or prior approval by the Commission pursuant to the Regulations; o no amalgamation has occurred; and o the exemption statement in section a) of Appendix 2A has been completed. Corus Entertainment Inc. filed its annual ownership updates on February 15th, 2015 (Rapids #562859).

Control statement and agreements Append as Appendix 2B: A statement regarding who controls/will control the licensee and by what means. If the control is held by a shareholder corporation, also advise who controls/will control it and by what means. If applicable, attach all related documents, such as Shareholders Agreement, Voting Trust Agreement, Local Management Agreement, Management Agreement, etc. Provide a draft document if an executed copy is not yet available.

Corporate documents Append as Appendix 2C, a copy of all constituting documents (for example, Certificate and articles of Incorporation, Amendment or Amalgamation, By-Laws, Partnership Agreement, etc.), that are not already on file with the Commission: For the applicant; if not yet incorporated, provide draft documents For the parent corporation and for each corporation or other legal entity listed in a table 2.2 of an Appendix 2A, holding directly or indirectly 20% or more of the voting interest of the corporation to which the table 2.2 pertains. If not yet incorporated, provide draft documents.

Appendix 2D Append as Appendix 2D, a copy of the Purchase and Sale Agreement. Provide a draft document if the executed copy is not yet available.

3. Industry consolidation and cross-media ownership

3.1 Has the information in 3.2 been submitted to the Commission within the last 12 months: Yes ( ) No (X ) If yes, provide reference to the application containing this information: Application No.: ______Date filed:______If yes, proceed to section 4. If no, complete question 3.2.

3.2 Complete the following table, providing a list of all entities involved in any of the areas listed below, for which any investment (equity and/or debt securities) is held after the transaction by the applicant , its directors, a corporation which directly or indirectly controls the applicant and any shareholder holding 20% or more of the voting interest of the applicant. The table may be appended as Appendix 3.

Business Classification Code a. Other CRTC licence holder and exempted undertakings Radio: Corus Premium Television Ltd.: CHED-AM, CKNG-FM, CJKR-FM, CJGV-FM, CJOB-AM, CFMI- FM, CKNW-AM, CFMJ-AM, CHML-AM, CILQ-FM, CING-FM, CKBT-FM Corus Radio Company: CFOX-FM, CHMJ-AM, CHQT-AM, CISN-FM, CKRY-FM CFHK-FM, CFLG-FM, CFNY-FM, CFPL-AM, CFPL-FM, CHAY-FM, CJSS-FM, CJXY-FM, CKDK-FM 591989 B.C. Ltd.: CFFX-FM, CFMK-FM CIMJ-FM, CIQB-FM CJDV-FM, CJOY-FM CKCB-FM, CKRU-AM, CKWF-FM CKIK-FM Limited: CFGQ-FM, CHQR-FM

Television: 591987 B.C. Ltd.: CHEX-TV, CHEX-TV-2, CKWS-TV, CKWS-TV-1, CKWS-TV-2

Specialty and Pay Services: YTV Canada Inc.: YTV and TreeHouseTV Teletoon Canada Inc.: Teletoon, Teletoon Kapow, Teletoon Retro, Teletoon Rétro Movie Central Ltd.: Movie Central Encore Avenue Ltd.: Encore Avenue W Network Inc.: W Network 3924181 Canada Inc.: ABC Spark 7202342 Canada Inc.: Sundance Channel 7202377 Canada Inc.: W Movies Telelatino Network Inc.: Telelatino, Sky TG24 Canada, EuroWorld Sport, Soccer Television, Mediaset Italia, TLN en Espanol, TeleNinos Food Network Canada Inc.: Food Network Canada Country Music Television Ltd.: CMT Cosmpolitan Television Canada Company: Cosmopolitan TV OWN Inc.: OWN 4537549 Canada Inc.: Nickelodeon b. Daily newspaper Not applicable c. Non-daily newspaper or other media publisher Kids Can Press d. Production or distribution of programming material Nelvana Enterprises e. Lessor of property, plant or equipment of applicant Not applicable f. Telecommunications company regulated under the Telecommunications Act Not applicable g. Company owning securities in any of categories (a) to (f) Not applicable

Name of Name of Business Type of % Held Corporation in Vote Security Classification Securities Compared to which Securities (y/n) Holder Code Held Number Issued are Held

3.3 Respond to the following questions, taking into consideration the various ownership interests identified in question 3.2, the increased consolidation in the broadcasting industry, and the trend towards cross-media ownership: a. Provide details on the synergies expected from the multiple holdings following the transaction. Corus does not currently own or operate any radio stations in the Ottawa market. Corus currently owns and operates 37 commercial radio stations (27 FM and 10 AM) many of which are situated in major radio markets from Ontario to British Columbia. For a more complete description of how this radio station will be integrated into Corus Radio operations see Appendix 1 – Supplementary Brief. b. How will the applicant's ability to fulfill the objectives of the Broadcasting Act be affected by increased consolidation and/or cross-media ownership? See Appendix 1 – Supplementary Brief c. How will the applicant's provision of local programming be affected by increased consolidation and/or cross-media ownership? Corus does not currently operate a radio station in the Ottawa market. Currently, the subject station is owned and operated by Astral. The ultimate acquisition of this station by Corus will ensure that the Ottawa radio market maintains the same level of diversity of voices in the market and will represent a separate and distinct source of local programming for Ottawa radio audiences. d. What steps are being taken to ensure editorial independence between the various media interests? Corus radio stations operate independently from other Corus operations. Each radio cluster in a city has a news operation that creates content using a variety of local, regional, national and syndicated sources. Corus has no other operations in the local market. However, Corus is also requesting the authority to acquire all issued and outstanding shares of CKQB-FM Ottawa. CKQB-FM is also owned and operated by Astral. The ultimate acquisition by Corus of both CKQB-FM and CJOT-FM will allow Corus to operate a radio cluster in the National Capital Region.

4. Transmitters / service area

4.1 If applicable, provide a list of transmitters with their corresponding location or a list of the service area location(s). N/A

5. Funding, benefits and financial statements

5.1 Specify the funds available to finance the proposed transaction: Equity: $0 Debt: $3M Total: $3M

5.2 a. Specify the individual sources of financing for the funds identified in question 5.1 (for example, Bank loans, share capital, other loans). If any of these persons hold public office, by election or appointment, indicate the office held under the name of the person(s).

Source $ Existing cash balances and credit facilities 3M

b. Where financing is to be provided, in whole or in part, through debt securities, provide the list of proposed debt holders, including names, citizenship or jurisdiction of incorporation (or other form of constitution), designation and description of debt securities held, and the principal amount of each one.

Questions 5.3 and 5.4 do not apply to distribution undertakings

5.3 Provide the proposed benefits resulting from this transaction. Information relating to the application of the benefits test and the existing exemptions is available in Public Notices 2006- 158, 1999-97 and 1993-68. Please see Appendix 1 – Supplementary Brief

5.4 Append as Appendix 5, the audited financial statements for the most recently completed fiscal year of the undertaking being acquired and, where available, any subsequent interim financial statements. If audited financial statements are not available, append non-audited financial statements for the period in question accompanied by the management attestation in the format set out in the Appendix of Circular No. 404, dated August 23, 1994. See Appendix 5 – Financial Statements

6. Inclusion of designated groups

Employment equity Information relating to employment equity is available in Public Notices CRTC 1992-59 and 1997- 34. The Commission requires responses to questions regarding Employment Equity on behalf of the licensee following the transaction as a whole, with reference to all of its employees in aggregate, that is, employees at all undertakings for which the licensee, following the transaction, holds licences.

6.1 If the application is approved, will the licensee following the transaction maintain the undertaking's existing Employment Equity Policy, or implement its own? Following approval of the transfer, closing and integration of the station, Corus intends to implement its Employment Equity Policy.

6.2 Is the licensee following the transaction subject to the 1996 Employment Equity Act (applicable to federally-regulated employers with 100 or more employees)? Yes ( X ) No ( ) If yes, proceed to question 6.7, "On-air Presence". If no, proceed to question 6.3. 6.3 Outline examples of any measures (including hiring and training, apprenticeship programs, work arrangements, etc.) that you have or will put in place for the designated groups (women, Aboriginal peoples, persons with disabilities and visible minorities).

Questions 6.4 to 6.6 -- applicable if between 25 and 99 employees only:

6.4 How do you or will you communicate details of your employment equity policies to managers and staff?

6.5 Have you assigned, or will you assign, a senior level person to be responsible for tracking progress and monitoring results? Yes ( ) No ( ) If yes, what authority does or will that person have to ensure goals are achieved?

6.6 What financial resources do you have or will you put in place to promote employment equity in the workplace (for example, funds for daycare, access for persons with disabilities, etc.)?

On-air presence Information relating to on-air presence and voice-overs is available in Public Notices CRTC 1994- 69 and 1995-98.

25 or more employees only:

6.7 Outline policies and procedures in place, or plans in this regard, to ensure the representation of members of the four designated groups in on-air positions, including voice-overs, where applicable. These policies, procedures and plans should include references to programs produced by the licensee following the transaction, as well as to acquired programming and advertising. Please refer to the Corus’ Corporate Cultural Diversity Report filed on February 15th, 2013.

100 or more employees only:

6.8 Provide the total number and percentage of on-air employees, including voice-overs, (full-time, part-time and temporary) from each designated group, as well as the total number of ALL on-air employees who were employed in the last year, in which reports were submitted to Human Resources Development Canada. Licensees are not required to provide data for each of the four job categories identified individually in the above-mentioned public notices, but rather for the four categories identified in aggregate. On-Air Employees Number % Women 178 40 Aboriginal Peoples 4 0.90 Persons with Disabilities 4 0.90 Visible Minorities 14 3.14 TOTAL number of ALL on-air employees 446

7. Request for documents to be designated as confidential Sections 30 to 34 of the Canadian Radio-television and Telecommunications Commission Rules of Practice and Procedure set out a process by which parties to Commission proceedings may file information on the record of a public proceeding in confidence. A party filing information can “designate” it as confidential at the time it is filed with the Commission (section 31) if it falls into one of the following categories:

a. Information that is a trade secret b. Financial, commercial, scientific or technical information that is confidential and that is treated consistently in a confidential manner by the person who submitted it; or c. Information the disclosure of which could reasonably be expected : i. To result in material financial loss or gain to any person; ii. To prejudice the competitive position of any person; or iii. To affect contractual or other negotiations of any person.

At the time that the party files the information it designates as confidential, it must provide an abridged version of the document along with an explanation of how the information falls into a category of information listed in section 31. The party must provide a detailed rationale to explain why the disclosure of the information is not in the public interest (section 32(1)). The confidential version of the document must be filed separately and must be marked “CONFIDENTIAL” on each page. If the document is filed electronically, each file containing confidential information must include “CONFIDENTIAL” in the file name. The abridged version of the document and the reasons for the designation of information as confidential will be placed on the public record of the proceeding. Please consult the Implementation of new Rules of Practice and Procedure, Broadcasting and Telecom Regulatory Policy CRTC 2010-958, 23 December 2010, and the Procedures for filing confidential information and requesting its disclosure in Commission proceedings, Broadcasting and Telecom Information Bulletin CRTC 2010-961, 23 December 2010, for complete process for filing confidential information.

7.1 Request for documents to be designated as confidential Are you requesting for some information to be designated as confidential? Yes (X ) No ( ) If yes, you must provide a detailed rationale to explain why the disclosure of the information is not in the public interest : Pursuant to sections 31 and 32 of the Canadian Radio-television and Telecommunications Commission Rules of Practice and Procedure (the “Rules”), Corus is designating the financial information in Appendix 5 as well as Schedule 1.1(gg), Schedule 1.1(kk), Schedule 1.1(ssss), Schedule 1.1(tttt), Schedule 3.2(1)(f)(iii), Schedule 3.2(1)(i), Schedule 3.2(1)(i), Schedule 3.2(1)(m), Schedule 3.2(1)(o)(ii), Schedule 3.2(1)(q), Schedule 4.11of the Agreement in Appendix 2D as confidential.

Book of supporting documents Appended E-Filed Appendix Number and Name (Yes or No) (Yes or No)

Section 1: General Information

1 - Supplementary Brief (mandatory) Yes Yes Section 2: Ownership 2A - Ownership Information Yes Yes 2B - Control Statement and Agreements (or draft) Yes Yes 2C - Corporate Documents (or draft) Yes Yes 2D - Purchase and Sale Agreement (or draft) Yes Yes Section 3: Industry Consolidation and Cross-Media Ownership 3 - Consolidation & Cross-Media No Yes Section 5: Funding, Benefits and Financial Statements 5 - Financial Statements Yes Yes

CRTC 139 (2012-09-20) - Ownership Shares ***End of Document*** The linked image cannot be displayed. The file may have been moved, renamed, or deleted. Verify that the link points to the correct file and location.

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Application for authority to effect a change in ownership or control of a licensed broadcasting undertaking (Shares) - Form 139

General instructions

The Commission may return the application if it has not been duly completed or if the required technical documentation has not been filed with the Departement of Industry. The onus will be on the applicant to submit a clear application that provides all of the relevant information, identifies all regulatory issues raised in the application and provides supporting documentation.

Canadian Radio-television and Telecommunications Commission

Application for authority to effect a change in ownership or control of a licensed broadcasting undertaking (Shares)

1. General information Location of undertaking: Ottawa, Ontario (for various locations, elaborate under section 4) Type of transaction: Shares ( X ) Shares and control ( ) Type of undertaking (such as AM, FM, TV, Distribution, VOD, etc.): CKQB-FM is a Category 2 commercial radio station operating in Ottawa, Ontario.

1.1 Provide a brief description of your application: This is an application by 8324433 Canada Inc., a wholly owned subsidiary of Corus Entertainment Inc. (Corus) on behalf of Bell Media Inc. (Bell) for authority to transfer the ownership and effective control of CKQB-FM, a Category 2 commercial radio station operating in Ottawa, Ontario known as “The Bear”, through the acquisition by Corus of the voting interests currently held by Astral Media inc. (Astral) in CKQB-FM. A similar proposal involving the acquisition by Corus of Astral’s voting interests in CJOT-FM Ottawa is the subject of a separate application filed concurrently. CKQB-FM is licensed to Astral Media Radio, G.P., a wholly owned subsidiary of Astral. This application to transfer Astral’s voting interests in CKQB-FM forms part of a larger series of transfers between Bell and Astral (the Astral/Bell transfer) and is subject to Commission approving the Astral/Bell transfer or substantially in accordance with the application filed by Bell on January 31st, 2013. The proposed transfer of ownership and effective control of CKQB-FM would flow as follows:  Corus has incorporated 8324433 Canada Inc., which is 100% owned by Corus Entertainment Inc.

 At closing, 8324433 Canada Inc. will hold the licences of CKQB-FM and CJOT-FM. Following the Commission’s approval of the transfers outlined above, Corus intends to exercise effective control of CKQB-FM and to integrate this station within the Corus Radio operations.

1.2 List all the documents you request be treated as confidential:

Signature: Date: April 16, 2013 Witnessed by

Signature: Name (Printed): Gary Maavara Date: April 16, 2013 At: Toronto, Ontario

Signature of Applicant/Licensee or its appointed agent: 1.9 It is mandatory that you file a Supplementary Brief identified as Appendix 1, ensuring that you provide the following: See Appendix 1 - Supplementary Brief.  The rationale for the transaction, from the perspective of both, the vendor(s) and the purchaser(s);  The value of the transaction, including the method(s) used to assess this value;  The proposed tangible benefits pursuant to the Commercial Radio Policy 2006 (Broadcasting Public Notice CRTC 2006-158) , and/or the Campus and community radio policy (Broadcasting Regulatory Policy CRTC 2010-499) , and/or the television policy, A policy framework for Canadian Television (Public Notice CRTC 1999-97);  The proposed intangible benefits;  The ownership issues (for example, concentration of ownership, cross-media ownership, sale of broadcasting undertaking(s) within the first licence term, common ownership policy).

2. Ownership

Ownership information

Appendix 2A : All applicants must complete section a) of the appendix but MAY BE exempt from completing section b).

Appendix 2D Append as Appendix 2D, a copy of the Purchase and Sale Agreement. Provide a draft document if the executed copy is not yet available.

3. Industry consolidation and cross-media ownership

3.1 Has the information in 3.2 been submitted to the Commission within the last 12 months: Yes ( ) No ( X ) If yes, provide reference to the application containing this information: Application No.: ______Date filed:______If yes, proceed to section 4. If no, complete question 3.2.

Business Classification Code a. Other CRTC licence holder and exempted undertakings Radio: Corus Premium Television Ltd.: CHED-AM, CKNG-FM, CJKR-FM, CJGV-FM, CJOB-AM, CFMI-FM, CKNW-AM, CFMJ-AM, CHML-AM, CILQ-FM, CING-FM, CKBT-FM Corus Radio Company: CFOX-FM, CHMJ-AM, CHQT-AM, CISN-FM, CKRY-FM CFHK-FM, CFLG-FM, CFNY-FM, CFPL-AM, CFPL-FM, CHAY-FM, CJSS-FM, CJXY-FM, CKDK-FM 591989 B.C. Ltd.: CFFX-FM, CFMK-FM CIMJ-FM, CIQB-FM CJDV-FM, CJOY-FM CKCB-FM, CKRU-AM, CKWF-FM CKIK-FM Limited: CFGQ-FM, CHQR-FM

Television: 591987 B.C. Ltd.: CHEX-TV, CHEX-TV-2, CKWS-TV, CKWS-TV-1, CKWS-TV-2

Name of Name of Business Type of % Held Corporation in Vote Security Classification Securities Compared to which Securities (y/n) Holder Code Held Number Issued are Held

3.3 Respond to the following questions, taking into consideration the various ownership interests identified in question 3.2, the increased consolidation in the broadcasting industry, and the trend towards cross-media ownership: a. Provide details on the synergies expected from the multiple holdings following the transaction. Corus does not currently own or operate any radio stations in the Ottawa market. Corus currently owns and operates 37 commercial radio stations (27 FM and 10 AM) many of which are situated in major radio markets from Ontario to British Columbia. For a more complete description of how this radio station will be integrated into Corus Radio operations see Appendix 1 – Supplementary Brief. b. How will the applicant's ability to fulfill the objectives of the Broadcasting Act be affected by increased consolidation and/or cross-media ownership? See Appendix 1 - Supplementary Brief c. How will the applicant's provision of local programming be affected by increased consolidation and/or cross-media ownership? Corus does not currently operate a radio station in the Ottawa market. Currently, the subject station is owned and operated by Astral. The ultimate acquisition of this station by Corus will ensure that the Ottawa radio market maintains the same level of diversity of voices in the market and will represent a separate and distinct source of local programming for Ottawa radio audiences. d. What steps are being taken to ensure editorial independence between the various media interests? Corus radio stations operate independently from other Corus operations. Each radio cluster in a city has a news operation that creates content using a variety of local, regional, national and syndicated sources. Corus has no other operations in the local market. However, Corus is also requesting the authority to acquire all issued and outstanding shares of CJOT-FM Ottawa. CJOT-FM is also owned and operated by Astral. The ultimate acquisition by Corus of both CKQB-FM and CJOT-FM will allow Corus to operate a radio cluster in the National Capital Region.

4. Transmitters / service area

4.1 If applicable, provide a list of transmitters with their corresponding location or a list of the service area location(s). CKQB-FM-1 Pembroke (99.9 MHz)

5. Funding, benefits and financial statements

5.1 Specify the funds available to finance the proposed transaction: Equity: $0 Debt: $10M Total: $10M

Source $ Existing cash balances and credit facilities $10M

Questions 5.3 and 5.4 do not apply to distribution undertakings

6. Inclusion of designated groups

Questions 6.4 to 6.6 -- applicable if between 25 and 99 employees only:

6.4 How do you or will you communicate details of your employment equity policies to managers and staff?

6.6 What financial resources do you have or will you put in place to promote employment equity in the workplace (for example, funds for daycare, access for persons with disabilities, etc.)?

On-air presence Information relating to on-air presence and voice-overs is available in Public Notices CRTC 1994- 69 and 1995-98.

25 or more employees only:

100 or more employees only:

Book of supporting documents Appended E-Filed Appendix Number and Name (Yes or No) (Yes or No)

Section 1: General Information

CRTC 139 (2012-09-20) - Ownership Shares ***End of Document*** Application by 8324433 Canada Inc., a wholly owned subsidiary of

Corus Entertainment Inc., on behalf of Bell Media Inc. and its

trustee, for authority to transfer ownership and control of the

English-language Category 2 commercial radio stations

CKQB-FM (The Bear) and CJOT-FM (BOOM FM)

April 16th, 2013 1

Introduction

1. 8324433 Canada Inc., a wholly owned subsidiary of Corus Entertainment Inc. (Corus or the Company) is pleased to submit this application on behalf of Bell Media Inc. (Bell) and its trustee, for authority to transfer ownership and effective control of CKQB-FM and CJOT-FM, two English-language Category 2 commercial radio stations operating in Ottawa, Ontario, through the acquisition by Corus of the voting interests currently held by Astral Media Inc. (Astral) in these two stations.

2. CKQB-FM and CJOT-FM are licensed to wholly owned subsidiaries of Astral. This application to transfer Astral’s voting interests in CKQB-FM and CJOT-FM forms part of a larger series of transfers between Astral and Bell (the Astral/Bell transfer).

3. On March 4th, 2013, Bell entered into a purchase agreement with Corus in relation to the voting interests currently held by Astral in these radio stations. The acquisition of these voting shares is subject to the Commission approving the Astral/Bell transfer or substantially in accordance with the application filed by Bell on January 31st, 2013.

4. Accordingly, the various transfers relating to these voting shares would flow as follows:

 Corus has incorporated 8324433 Canada Inc., which is 100% owned by Corus Entertainment Inc.

 At closing, 8324433 Canada Inc. will hold the licences of CKQB-FM and CJOT-FM.

5. Following the Commission’s approval of the transfers outlined above, Corus intends to exercise effective control of CKQB-FM and CJOT-FM and to integrate these stations within its Corus Radio operations.

6. Corus does not currently operate radio stations in the Ottawa market. The acquisition of these stations will provide Corus Radio with a presence in the National Capital Region.

The Purchaser – Corus Entertainment Inc.

7. Corus is one of Canada’s leading integrated media and entertainment companies. The Company is publicly traded (CJR.B – TSX). Since its creation in 1999, the Company’s asset base has grown substantially through strategic acquisitions and internal growth due to innovation and creativity. The Corus brands deliver compelling, engaging, interactive and informative content to millions of Canadians every day. A-2

8. Corus owns 37 radio stations, situated primarily in high growth urban centres in English Canada. The Corus radio portfolio includes a network of leading news- talk radio stations that provide Canadians with the best in news and talk radio, as well as classic rock, modern/mainstream rock, country, greatest hits and hot adult contemporary/classic hit radio music formats. While Corus offers numerous formats to maximize the appeal of its stations, we are Canada’s largest News/Talk and Rock format broadcasters with market-leading audience shares in these segments.

9. The Television division is comprised of specialty television networks, pay television services, three conventional television stations and the Corus content business, which consists of the production and distribution of films and television programs, merchandise licensing, publishing and animation software. The Company’s multimedia entertainment brands include YTV; Treehouse; Nickelodeon (Canada); W Network; OWN: Oprah Winfrey Network (Canada); W Movies; Sundance Channel (Canada); Movie Central (including HBO Canada and Encore Avenue); Nelvana; Kids Can Press and Toon Boom. The Company also has a majority interest in CMT (Canada); Telelatino (TLN, Euro World Sport, Mediaset Italia, SkyTG 24, Teleninos and TLN En Espanol); ABC Spark; Cosmopolitan TV and a 50% interest in TELETOON, TELETOON Retro (English and French) and Cartoon Network (Canada).

10. Corus assets include Nelvana, one of the world’s leading creators, producers and distributors of children’s and animated programming, and related consumer products. Nelvana is the cornerstone of Corus’ international distribution, production and merchandising strategy and is renowned for such globally recognized brands as Babar, Franklin and Beyblade. Kids Can Press, Canada’s leader in children’s publishing and Toon Boom, a leader in digital content and animation creation software, are also part of the Corus family.

11. Nelvana has made a very significant investment in the Canadian production industry. Its Canadian Content programming is available in more than 150 countries and in more than 40 different languages. Corus has distinguished itself among Canadian broadcasters for its commitment to the production and export of Canadian Content programming around the world.

12. Nelvana is involved with two exciting children's channel ventures: qubo and KidsCo. qubo, the U.S.-based children's channel, is now in more than 42 million homes. KidsCo, a joint venture with NBCUniversal International, is a global, 24/7, multi-platform channel dedicated to delivering family-friendly programming. KidsCo offers a rich range of responsible content for pre- schoolers, kids and families in a variety of animation styles. In January 2013, KidsCo began broadcasting from Corus Quay via 3 feeds to over 100 territories in 18 languages and currently reaches over 15 million homes.1

1 KidsCo is not available in North America. A-3

13. Corus has also invested in SoCast, an innovative new media company that has focused the development of its technology on the broadcast industry. SoCast products are designed to integrate the growing strength of social media with traditional radio broadcasting to develop stronger audience connection and engagement in content consumption. Corus recognizes that the development of an interactive digital strategy for radio is important to the evolution of conventional radio broadcasting.

14. Corus is renowned not only for its investments in content but also for its major infrastructure investments. In September of 2010 Corus officially opened its new Corus Quay broadcast facilities. The state-of-the-art media production, broadcast and distribution facility features advanced technologies and organizational design that sets a new standard for broadcast and content operations throughout the world. We successfully brought together 11 Toronto-based operations, including 24 television services, 3 radio stations and over 1,100 employees. Built for growth, the configuration of the operation allows for up to three times as many services to be delivered from the facility.

15. Corus has also invested extensively in upgrading its radio station facilities in the cities of Cornwall, London, Winnipeg, Kitchener and Calgary. We have a disciplined capital investment program that ensures transmission facilities and studios remain state-of-the-art.

16. Corus has the vision, strategy and capacity to grow and contribute meaningfully to the Canadian broadcasting system.

CKQB-FM and CJOT-FM – Background

CKQB-FM

17. CKQB-FM has been operating in the Ottawa radio market since 1982. It was first launched by Standard Broadcasting as an AM station (AM 540) with the call sign CJSB. The AM music station offered a mixture of talk and MOR music and it evolved its format over the years becoming in 1987 a soft AC station under the brand 54 Lite Rock.

18. It was in 1988 that the station first adopted its mainstream rock format and in 1994 it moved to the FM band (106.9 MHz) after 11 years of losing money on the AM band. The new brand name for the FM station was The Bear and it changed its call sign to CKQB-FM. In 2004, the station was given the authorization to operate a transmitter in Pembroke, Ontario on 99.7 MHz to rebroadcast the Ottawa station in that market and the surrounding west Ottawa River Valley area.

19. In October of 2007, Astral took over this Ottawa station as part of its acquisition of the Standard Broadcasting assets (Broadcasting Decision CRTC 2007-359). A-4

20. In January of 2009, Astral completed the rebranding of this station to Virgin Radio as part of a rebranding of a number of Astral radio stations in Ottawa, Toronto and Vancouver.

21. In October of 2009, the station received Commission approval to change its Pembroke repeater frequency from 99.7 MHz to 99.9 MHz to mitigate the interference to Astral Media Inc.’s newly approved FM station, CJOT-FM.

22. The studios of this station and CJOT-FM are in Ottawa’s west end on Merivale Road next to the former CJOH-TV studios, which were gutted by fire in February 2010.

23. The station returned to its former brand “The Bear” in February of 2011.

24. Corus Radio’s business plan for these stations is predicated on building on the existing brands utilizing sophisticated research to ensure that its audiences are well served. We will develop live programming and on-air talent to provide additional live content focused on the National Capital Region. We will also enhance our interaction with the listening audience with the integration of the SoCast technologies described above.

25. As this station currently operates under the brand known as “The Bear”, it is Corus’ intention to secure a transitional agreement that will allow Corus Radio to operate under this brand for a short period until the programming strategy for this station is completed. Research will confirm the strength of the rock format and provide any additional specific content that will allow the station to continue to serve its audience in the best possible way.

CJOT-FM

26. Astral was awarded the licence to operate CJOT-FM as part of a 2008 competitive licensing process (Broadcasting Decision CRTC 2008-222). The station did not launch until May 27th, 2010, as it needed to resolve a number of complex frequency issues.

27. The format at launch was Adult Contemporary and it was branded as 99.7 EZ Rock. This station became the new flagship station of the EZ Rock brand in Canada after the sign-off of Toronto’s CJEZ-FM.

28. This station is still in its first licence term and is operating in a very competitive radio market. As of Fall 2012, the station is ranked #11 in the market with a 2.8% (A12+).

29. The station audience growth is trending upwards and it continues to improve financially. Increased ratings are expected to yield higher advertising revenues while marketing expenses will decrease after two years spent establishing the brand in the markets. The station is expected to reach operational profitability in A-5

Fiscal 2013. However, meeting its CCD obligations will keep the service unprofitable for another four fiscal years.

30. CJOT-FM currently operates under the BOOM FM brand. It is Corus’ intention to secure a transitional agreement that will allow Corus Radio to operate under this brand for a period until the programming strategy for this station is completed.

The Ottawa Radio Market

31. The Ottawa region has a population of over 1.2 million, making it Canada’s fourth largest urban community. Ottawa has the highest-educated workforce in Canada and according to Statistics Canada families in Ottawa had the highest median incomes of any Canadian city in 2001. 2

32. Ottawa’s economy, however, has been challenged of late. In a study released in September 2012, the Conference Board of Canada projected that Ottawa- Gatineau’s economy would grow at just 1% in 2012 but would improve to 1.9% for the period from 2013 to 2016.

33. There are a number of factors that suggest an improving economic environment over the next few years. For example, a light rail project representing a $2.1 billion investment is scheduled to begin in 2013. Similarly, the current redevelopment of Lansdowne Park represents another $300 million in construction investment. These two major projects should help to stimulate the local economy for several years to come.

34. An improving economy was also indicated by data released by Canada Mortgage and Housing Corporation (CHMC) in January 2013. CHMC reported that housing starts in Ottawa were up 4% in 2012 over the previous year.3

35. This region welcomes over 7.3 million visitors each year who spend over $1.18 billion. It is anticipated that Ottawa’s CFL team will return to play in 2014 and the city is set to host FIFA’s Women’s World Cup soccer competition in 2015. Winterlude 2013, which is Ottawa’s premier winter festival, attracted approximately 600,000 visitors to the National Capital Region. Ottawa has many festivals throughout the year. The most renowned are The Canadian Tulip Festival celebrating its 61st year in 2013. Major music events include the TD Ottawa International Jazz Festival, the RBC Royal Bank Bluesfest, the Ottawa Chamberfest and Ottawa Folk Festival which attract some of the world’s best musical talents.

2 http://www.ottawa.com/about/main_e.shtml 3 http://www.marketwire.com/press-release/december-2012-housing-starts-in-ottawa- 1743850.htm A-6

36. Notwithstanding the recent challenges in the Ottawa economy, the English FM radio advertising market in Ottawa, while clearly affected by the economic slowdown of 2008-2009, has nevertheless shown significant resilience.

37. In the 2008 broadcast year, total revenues in the Ottawa-Gatineau English/ethnic FM radio market had reached a high of $50 million. With the impact of the economic recession taking hold in the 2009 broadcast year, total revenues in the Ottawa/Gatineau English/ethnic FM radio market dropped 7.5% to $46.3 million.

38. Revenue performance has continued to improve since then. In 2011 – the last year for which annual return data is available – total revenues in the Ottawa- Gatineau English/ethnic market had reached a new high of $51.2 million, indicating some recovery from the effects of the economic recession of 2008-2009.

39. It is also instructive that in both 2010 and 2011 the Ottawa-Gatineau English/ethnic market outperformed the English FM market for Canada as a whole.

Total Revenue, English FM radio market Change from previous year 2010 2011 Ottawa-Gatineau 3.99 % 6.52% Canada 3.57% 4.57% Source: CRTC Statistical and Financial Summaries

40. The Trans-Canada Radio Advertising by Market (TRAM) reports prepared by the Canadian Association of Broadcasters indicates a leveling of the Ottawa- Gatineau English radio advertising market since 2011, with rolling year-to-date revenues as of January 2013 on par with those as of January 2011.

41. Corus believes that the stable and gradually improving economic outlook for the Ottawa economy generally will support moderate growth in the radio advertising market over the next few years.

Rationale for the Transaction

42. The opportunity for Corus to acquire CKQB-FM and CJOT-FM Ottawa arises from the proposed Astral/Bell transfer. Should the Commission approve the Astral/Bell transfer, Bell Media Inc. will divest a number of stations including the two Ottawa radio stations that are the subject of this application.

43. Previously, the Corus Radio group owned and operated the French-language Gatineau station formerly known as CJRC. This station now operates as CKOF- FM (104.7 MHz), a news/talk station owned and operated by the Cogeco Radio group. A-7

44. Corus cherishes the opportunity of having a presence in the National Capital Region. Ottawa represents the only large English-language urban market in Canada without a Corus Radio presence. By serving stations in the Ottawa market, Corus would be operating in all of Canada’s top 10 English-language markets. It would also complete a national distribution of brands that can be made available to advertisers.

45. Being new owners to this local market, our core objectives with these stations will be to:

 retain and develop our on-air talent and local service to attract local listeners;

 differentiate ourselves through our local content especially through the provision of hyper-local content on the digital platform;

 deeply understand our audiences so that we provide the compelling programming they expect; and

 drive our learning, experimentation and presence in new media with the view of being connected to listeners on multiple platforms.

46. As noted earlier, the Ottawa market has faced some economic challenges. However, the economy is gradually improving and will support moderate growth in the radio advertising market over the next few years. In this environment, Corus will be able to significantly improve upon the revenue performance of both CKQB-FM and CJOT-FM.

47. First, Corus currently operates 24 stations in nine markets in Ontario. The Ottawa market, however, as the fourth largest urban market in Canada and second largest market in Ontario, represents a major void in our current ability to offer regional advertisers full Ontario coverage. With a presence in the Ottawa radio market we would be able to offer regional advertisers such as the Province of Ontario and Ontario Lottery and Gaming Corporation with a very attractive vehicle to reach the vast majority of Ontario residents via Corus-owned stations.

48. Second, CKQB-FM and CJOT-FM operate in Rock formats. As a leader in Rock programming Corus has assembled the largest body of research and experience in the format of any broadcast company. In the Rock genre, Corus enjoys a very successful and sustainable competitive position with legendary stations such as CFOX-FM and Rock 101 Vancouver, Power 97 Winnipeg, FM96 London, The Wolf Peterborough, and Q107 and The Edge Toronto. Corus will be able to bring this expertise to the Ottawa market with the acquisition of these two stations.

49. More specifically, Corus will be able to focus its resources and deep understanding of Rock formats on the programming for these two stations. This would include station imaging, brand development, and music research we A-8

continuously do on all 11 Corus Rock stations, both Classic Rock and Modern Rock.

50. Third, Corus will extend its existing training programs to staff of the Ottawa stations. These programs are designed to develop on-air talent and programs so that they will be able to differentiate from other radio competition and build bigger audiences. This includes role definition in morning shows, program management, writing and content development.

51. Fourth, Corus will thoroughly research the market for music optimization of formats in order to develop a master programming plan that provides the best opportunities for success for both stations.

52. Corus is confident that it can significantly improve the financial performance of both CKQB-FM and CJOT-FM with the synergies and the expertise it will bring to the Ottawa market. With a strong business plan and strong execution, which are the hallmarks of Corus Radio, these stations have great growth potential.

Value of the Transaction

53. The purchase price for the two Ottawa radio stations is $13 million. A copy of the Purchase Agreement has been provided with this application. The purchase price reflects a valuation of $10 million for CKQB-FM and $3 million for CJOT-FM.

54. The Enterprise Value of each station was calculated using a Discounted Cash Flow (DCF) model. Direct revenues and expenses were estimated for each station and group expenses were estimated and then allocated to each station based on the split of total revenue in 2012. The resultant Free Cash Flows were discounted at a rate of 9.5% to arrive at a value of $10 million for CKQB-FM and $3 million for CJOT-FM.

55. The CKQB-FM valuation roughly corresponds with a 10x multiple, in line with recent transactions in the broadcasting sector. CJOT-FM’s lower valuation reflects its relative early phase of operation and loss position, with the potential for growth moderated by the burden of its CCD commitments, which Corus will uphold. The station is not currently profitable.

56. Upon closing there will be a working capital adjustment to the purchase price. This is a normal course procedure in transactions of this kind.

57. Corus is assuming leases related to the transmitter sites at Camp Fortune, Greely, and an Emergency site for CKQB-FM as well as signing a new lease for the property in which the stations currently operate. These represent an ongoing cost to the operations and Corus will have no capital interest on equity in these leases. The property is currently owned by Astral and will be bought by Bell but is not part of the assets acquired by Corus in this transaction. A-9

Outstanding CCD Commitments

58. There remain certain outstanding Canadian Content Development (CCD) commitments to be paid in relation to CJOT-FM, which was first licensed in 2008 in Broadcasting Decision CRTC 2008-222.

59. At that time, Astral committed to over-and-above CCD expenditures of $5,866,866 over seven consecutive broadcast years upon commencement of operations. Specifically, Astral indicated that in addition to the required basic annual contributions it would, by condition of licence, allocate a contribution of $856,643 in the first year of operation decreasing to $824,518 in the seventh year. Astral proposed to direct $171,329 of this over-and-above contribution to FACTOR in the first year, decreasing to $164,904 in the seventh year. The remainder would be directed to eligible initiatives as follows:

 $2,330,604 over seven years to My First at the NAC;  $1,101,740 over seven years to New Female Canadian Talent in Blues & Roots;  $252,230 over seven years to Music and Journalism Scholarships;  $504,460 over seven years to Radio Enfant; and  $504,460 over seven years to Aboriginal Voices Radio.

60. Astral launched its new FM station in May 2010. Corus Radio commits to honouring all outstanding CCD commitments to these recipients from the date of closing.

61. Finally, it should be noted that CKQB-FM currently has outstanding tangible benefits payable as a result of the acquisition by Astral of Standard Broadcasting Inc. (Broadcasting Decision CRTC 2007-359). The vendor has advised Corus, however, that none of the outstanding tangible benefits obligations in relation to CKQB-FM will be transferred to Corus as part of the current transaction.

Benefits of the Transaction

62. The introduction of Corus Radio to the Ottawa-Gatineau market will have important tangible and intangible benefits.

63. Corus enters the market as a strong, well-financed radio operator with a track record of solid performance.

64. Corus plans to ensure that these stations provide distinct and quality local programming. Consistent with our programming vision for all of our radio assets, we intend to originate all programming locally save for some special features that arise from time to time. A-10

65. Corus Radio’s business plan for these stations includes the following components:

 Corus intends to thoroughly research the market to establish programming that is both meaningful and compelling to current and future listeners. The Corus programming vision focuses on the development of strong brands that maximize the programming value of local radio content.

 Corus will extend the already robust exposure and development of Canadian artists within existing Corus talent development initiatives such as the CASBY Awards (Canadian Awards for independent and alternative music) which are presented annually by the Corus station The Edge.4 Edgefest, which is a yearly outdoor rock concert festival in Toronto that began in 1987, promotes Canadian rock music, coincides with Canada Day and has provided a venue for over 300 bands. 500,000 people have attended and it is Canada’s longest running rock show. CFOX Seeds started in 1979 and is an annual competition where through live events and a concert and radio airplay on CFOX-FM (Vancouver), unsigned local bands get broad exposure to the public. Notable winners have been Nickelback, Bif Naked, Mathew Good Band, Theory of a Deadman and FIELDS OF GREEN. Corus will look to develop a similar project for the Ottawa Valley market.

 Corus would extend all of its corporate resources in programming, sales development, administration, and engineering to ensure future growth for these stations.

 We will incorporate these two stations into the already robust web presence established for the other 37 Corus stations; and

 Corus will invest in the "learning curve" of digital technologies and therefore we will continue to invest in new technologies. For example, we are testing HD radio in Canada.

66. With regard to CJOT-FM, which was licensed in 2008, Corus will operate the station in accordance with the licensing terms set out in Broadcasting Decision CRTC 2008-222. This includes the requirement to devote 40% of its musical selections from Category 2 (Popular Music) weekly and between 6 a.m. and 6 p.m. Monday to Friday to Canadian Content selections. In addition, Astral committed to broadcast 24 hours and 30 minutes of spoken word programming per broadcast week and indicated at the hearing that 126 hours of its weekly programming would consist of local programming. In addition, the station committed to providing 91 minutes of news each week of which 60% of that news content would be local. Corus Radio will maintain these commitments.

4 The awards were first presented in 1981 under the name U-Knows, a pun on Canada's mainstream Juno Awards. They were renamed the CASBYs in 1986, after a listener contest. A-11

67. CKQB-FM’s licence expires on August 31st, 2013 and Astral filed a licence renewal application on February 1st, 2013. Corus has reviewed the CKQB-FM renewal application and supports it as filed.

68. In the renewal application, Astral noted that it currently broadcasts approximately 122 hours and 30 minutes of local programming in each broadcast week. It committed to a minimum level of local programming of 42 hours in each broadcast week in order to retain the flexibility to adjust its broadcast schedule as circumstances, both locally and regionally, evolve. Corus will adhere to this commitment.

69. With respect to spoken word content on CKQB-FM, Astral stated that it broadcasts a total of 14 hours and 36 minutes of spoken word programming weekly, as follows:

 Four newscasts each weekday morning, each typically of 2 minutes duration, for a total of 8 minutes daily or 20 minutes weekly of pure news programming. At least 75% of news is local in nature.

 Local information and surveillance programming will constitute 836 minutes of the weekly schedule, with 146 minutes broadcast daily from Monday to Friday and 53 minutes daily on weekends.

70. Corus will maintain Astral’s commitments with respect to local programming on CKQB-FM, including existing levels of news, local information and surveillance programming. In fact, Corus intends to increase the current level of surveillance, particularly as it pertains to local traffic and weather, since Ottawa is known as the world’s seventh coldest capital and weather matters, especially in the winter months in the National Capital Region5 and up and down the Ottawa River Valley.

71. Corus intends to expand upon current efforts of both CJOT-FM and CKQB-FM respecting community involvement, local on-location broadcasts and local music talent development in the Rock format. Connecting to the music community is a fundamental tenet of Rock radio stations and Corus Radio will seek to do that in Ottawa, with an expectation that it could link artist activity to all of its Rock stations.

72. In order to ensure a presence in the local community, Corus Radio will continue the promotion activity of these stations, both with clients and through community events, under a Corus brand to better connect with listeners on-air, online and on-site.

5 http://geography.about.com/od/physicalgeography/a/coldcapital.htm A-12

73. The Corus website for these stations will contain a great deal of relevant local information including music concerns, club listings, community events, weather and some news. As of April 2013 Corus Radio will be re-launching all of its websites on a technology provided by SoCast. With a significant Social Media component, the new technology represents the next step in connecting audiences with stations.

74. Corus Radio has made significant investments in its stations CJSS-FM (101.9 FM) and CFLG-FM (104.5 FM) in the nearby Cornwall market including the building of a new operating facility which formed part of that city’s efforts to revitalize the waterfront area.

75. Having coverage of both Cornwall and Ottawa-Gatineau will provide enhanced service within the Ottawa-Gatineau CMA which includes municipalities in the bordering Ontario counties of Prescott-Russell, Stormont, Dundas and Glengarry, Leeds-Grenville, Lanark and Renfrew, as well as municipalities in Quebec's Outaouais region. Combined with Corus radio and television operations in Kingston, Peterborough and Cornwall, the two Ottawa FMs will give Corus Radio the opportunity to provide the sharing of regional content throughout eastern Ontario.

76. In addition to providing a strong range of music and entertainment, the Corus Radio stations pride themselves in superb information coverage of local news, events, surveillance (e.g. traffic and weather) and community events. Its commitments in this regard have been set out above.

77. Corus Radio believes in the fusion of new media and radio as a powerful, personalized tool to inform, interact with and entertain our listeners. Corus Radio, the radio industry's leading interactive group, provides listener engagement not only on-air but also online and on mobile platforms.

78. Corus Radio was the first Canadian broadcaster to feature an iPhone streaming application and the first to offer Apple iTunes integration through radio station websites enabling listeners to download Corus Radio content through their BlackBerry devices or smartphones. Since its launch, nearly 400,000 listeners have downloaded the Corus Radio app. Strong local websites and robust media players drive six million hours of online tuning for Corus Radio stations each month. We will use this in Ottawa as well.

Tangible Benefits

79. With regard to the acquisition of these two stations by Corus Radio, the purchase price established is $13 million for the equity shares of the company holding these two stations, which results in benefits payable of $780,000 over a seven year time period. A-13

80. Corus will allocate these in accordance with the Commission’s policy on radio tangible benefits6 as follows:

 $312,000 to the Starmaker Fund;  $78,000 to Fonds Radiostar;  $195,000 to FACTOR;  $65,000 to the Community Radio Fund of Canada; and  $130,000 to two outstanding programs that serve to foster the development of musicians and music in Canada and in the region – MusicFest Canada and the National Arts Centre Orchestra Artist Training Programs. See Attachment A for a detailed description of these programs.

81. The first four elements of these benefits would be paid out in equal annual installments over the seven-year period as follows:

Radio Starmaker Fund Fonds Radiostar FACTOR CRFC Years 1-7 $44,572 $11,143 $27,858 $9,286

82. The CCD contributions relating to MusicFest Canada and the National Arts Centre Orchestra Artist Training Programs (National Arts Centre) would be paid out as follows:

Music Fest Canada National Arts Centre Years 1-2 $7,500 $7,500 Years 3-7 $10,000 $10,000

We have done so in consultation with the recipients of the funds.

83. The Commission’s policy on what constitutes an eligible CCD initiative is set out Broadcasting Public Notice CRTC 2006-158. It states as follows:

In addition to FACTOR and MUSICACTION, the Commission considers that the following parties and initiatives are eligible for CCD funding:

 National, provincial, and territorial music industry associations (MIAs).  Schools and educational institutions that are accredited by provincial authorities. Such contributions must specifically benefit students of music and journalism, including scholarships and the purchase of musical instruments.  Initiatives, including talent contests, for the production and promotion of local music and local musical artists, particularly emerging artists.  Independent parties dedicated to producing new spoken word content that would otherwise not be produced for broadcast.  Audio content initiatives that would further advance the fulfillment of specific objectives of the Canadian broadcasting system as outlined in the Act such as a

6 Broadcasting Public Notice CRTC 2006-158 as amended by Broadcasting Regulatory Policy 2010-499. A-14

community radio fund, Native radio and other specialized audio broadcasting services dedicated to serving the particular needs and interests of children, Aboriginal peoples, and persons with disabilities.

84. Both of the discretionary CCD proposals fall within the ambit of initiatives that develop and promote music artists and more particularly emerging Canadian artists.

85. As noted earlier, CKQB-FM currently has outstanding tangible benefits payable as a result of the acquisition by Astral of Standard Broadcasting Inc. (Broadcasting Decision CRTC 2007-359). The vendor has advised Corus, however, that none of the outstanding tangible benefits obligations in relation to CKQB-FM will be transferred to Corus as part of the current transaction.

Intangible Benefits – Community Service

86. Corus’ acquisition of the two Ottawa stations will add to the community service that it undertakes in the markets across Canada that it serves.

87. In Fiscal 2011, Corus completed a comprehensive review of its corporate social responsibility (CSR) activities and as a result of this process Corus has refined its corporate giving strategy to maximize the impact of its efforts across business units with a focus that is consistent with the company’s brands. Corus’ new CSR initiative, Corus Feeds Kids, launched in spring 2012.

88. Corus Feeds Kids is a national initiative focused on nourishing children’s bodies and minds by providing proper nourishment needed for healthy development and long-term success. Corus Feeds Kids’ goal is to raise $3 million and contribute 3,000 employee hours to local community food banks in three years.

89. Corus has raised awareness and funds by partnering with local food banks in the communities where we broadcast to deliver a comprehensive campaign supported by our national TV brands, radio services and online assets as well as through special events, talent participation and social media activities held across the country. A staff volunteer program was initiated at this time that saw Corus employees from all locations providing volunteer hours to their local food banks, spanning a wide range of communities.

90. Corus Radio is proud to support numerous causes in the communities in which our employees and listeners live and work. In the 2012 fiscal year alone, through company-supported volunteer hours and donations of products, airtime and cash, Corus Radio contributed over $14 million to a wide variety of charitable organizations across Canada. These organizations reflect the cultural diversity of the country, including local YMCAs and United Ways, Rick Hansen Wheels in Motion, CIBC Run for the Cure, Juvenile Diabetes Foundation Walks, Easter Seals, Terry Fox Foundation, MS Walks and ALS Walks, amongst many others. A-15

91. The following is a sample of some community outreach efforts by Corus Radio stations:

 Cornwall stations CJSS-FM (101.9 FM) and CFLG-FM (104.5 FM) generated awareness and funds for many worthwhile causes and organizations such as local food banks, the Cornwall Community Hospital Foundation, Children’s Treatment Centre, Ronald McDonald Children’s Charities, Relay For Life, Amyotrophic Lateral Sclerosis (ALS) and Alzheimer’s Societies, Community Living Stormont County and the United Way.

 Corus Radio Vancouver’s four radio stations participate in the Corus Cares monthly PSA program benefitting a variety of groups and organizations that support women’s groups, people with disabilities and ethno-cultural minorities. Total PSA support in 2012 was valued at more than $785,000. Each of the following charities have received a month of PSA time: Rick Hansen’s Wheels in Motion, the Terry Fox Foundation, Salvation Army, the Greater Vancouver Food Bank, Little Warriors and the Lower Mainland Christmas Bureau, Covenant House, Developmental Disabilities Association, Young Artists for Haiti, The Canadian Music Therapy Trust Fund, Disabled Sailing Association Of BC, the Make-A-Wish Foundation and many more. The local stations also conduct an annual information campaign on the subject of bullying.

 In 2012, CFMI-FM Vancouver provided promotional support for the Metro Vancouver Fundraiser for Vancouver Adaptive Snow Sports (www.vass.ca), and was an official radio sponsor of “Belly Splash 2012” to raise funds for Autism Society of British Columbia and C.H.I.L.D Foundation. CKNW-FM New Westminster’s Orphans’ Fund has been supporting the disadvantaged and people with disabilities since 1949 raising millions of dollars for people throughout BC. The annual Pledge Day broadcast is one of the most successful of its kind in North America. CFOX-FM Vancouver is a sponsor of the Canadian Music Therapy Ride and the Bandwagon Campaign to provide mobile music therapy to children and adults with disabilities and illness.

 The Edmonton stations ran PSA campaigns on behalf of Cerebral Palsy Association, Canadian National Institute for the Blind and ALS Society, among others, and sponsored numerous events in support of the three designated groups including Friends Ukrainian Music Festival, Edmonton Heritage Festival, Bowl for Special Olympics Edmonton, the 4th Annual Walk 4 Abilities (supporting the Alberta AdaptAbilities Association), the “Outta Sight” golf tournament (supporting the CNIB) and the Sight Night Fun Runs (supporting the Alberta Sports and recreation Association for the Blind).

 Corus Radio Manitoba supported Folklorama, an annual August Festival promoting diversity in Winnipeg and promoted Manitoba Muslim Association events including end of Ramadan. The Winnipeg stations A-16

continued to support the charity Hunger for Hope, which feeds babies and infants in Winnipeg and Manitoba.

 Corus’ Toronto stations ran PSAs on-air and online for a wide variety of ethno-cultural events, such as ScotiaBank Toronto Caribbean Carnival and Black History Month.

 In Hamilton, a CHML employee has been a member of the board of the Hamilton Media Advisory Council (to fight racism) for 12 years and CHML runs a PSA campaign to HMAC as a recruitment tool to find new members. The CHML Children’s Fund (our signature charity) donated $25,000 to Marydale Park, a barrier-free park, the first of its kind in Ontario.

 Corus Radio’s Guelph stations supported the Multicultural Festival, Festival Italiano and Fergus Highland Games Festival, and also supported the CIBC Run for the Cure, Cyndi McLean Wheels in Action and Sunrise Therapeutic Riding Centre – Galloping Gourmet.

 CFHK-FM St. Thomas featured many community organizations and events in support of people with disabilities and ethno-cultural minorities. These included ALS Walk, MS Walk and MS Bike Tour, Easter Seals 4 on 4 Hockey Tournament and live broadcasts from the Opa Greek Festival and the Fiesta London Mexican Festival.

 Stations in Barrie/Collingwood, Peterborough, Kingston and Cornwall also provided PSAs, sponsorships and live-on-location broadcasts for numerous community groups benefitting Aboriginal persons, persons with disabilities and ethno-cultural minorities in their respective communities. These included Community Living Huronia (disabilities), the Aid Committee of Simcoe County (disabilities), the Ode-min Giizis Festival for First Nations, Casino Rama, the Casa De Angelae fundraising concert (disabilities), March of Dimes, Easter Seals, Groupe Renaissance Group (ethno-cultural) and Rachel’s Kids (ethno-cultural).

92. Corus Radio stations across the country support their local YMCA Strong Kids campaign, which promotes healthy active living programs. The YMCA reaches more people than any other organization of its kind in Canada and also touches the lives of most new Canadians who secure assistance through federal immigrant assistance programs administered by the YMCA. Corus also runs a number of fundraising activities corporate-wide during its annual United Way campaign. The United Way provides funding and support to a wide-ranging number of diverse groups and programs.

93. Corus stations regularly liaise with the many communities our stations serve. They constantly get feedback and interact with individuals, groups, colleges and universities and support their initiatives through on-air announcements, PSAs and the provision of direct support through numerous fund-raising activities. A-17

94. Corus radio stations will survey their audiences through polls, focus groups or specialized on-air segments aimed at eliciting the opinions of the audience regarding specific features of the radio station. To better understand its audiences, Corus has developed an audience research panel of over 14,000 listeners across the country. The panel is managed by Vision Critical, an international, highly-respected research company that does work for over 600 organizations representing a third of the top 100 global brands.

95. We believe that it is this investment with the community, our local content, and a commitment to understanding our audiences that drive our success.

Ownership Issues

96. The Commission’s Common Ownership Policy for radio is set out in Public Notice 1998-41. It states as follows:

In markets with less than eight commercial stations operating in a given language, a person may be permitted to own or control as many as three stations operating in that language, with a maximum of two stations in any one frequency band. In markets with eight commercial stations or more operating in a given language, a person may be permitted to own or control as many as two AM and two FM stations in that language.

In addition to other issues that may be raised in the context of a particular application, persons filing applications under the revised common ownership policy will be required to address the impact on diversity of news voices and the level of competition in the market.

In assessing these matters, the Commission takes into account the amount of equity (voting and non-voting) that the applicant may have in other radio stations operating in the same language in the market concerned, as well as its equity holdings in other local media.

97. In the Diversity of Voices Policy (Broadcasting Public Notice CRTC 2008-4) the Commission reiterated its Common Ownership Policy set out above and stated the following in relation to the acquisition of stations during their first term of licence:

Increasing ownership diversity is one of the factors examined by the Commission in assessing competitive applications for new radio stations. In fact, it has been the most frequently cited factor in approving such applications. The Commission recognizes that if a licence is awarded to a new owner in a market and that owner subsequently sells to an incumbent, then the diversity of ownership voices will be reduced. These situations could damage the integrity of the licensing process.

The Commission is of the view, however, that a policy change is not necessary to deal with the relatively few applications for changes in the effective control of radio undertakings during the first licence term. All such applications must be approved by the A-18

Commission, and it will continue to assess each application on its merits, with due regard for the impact on the diversity of voices in the market.

98. As noted earlier, Corus does not currently own or operate any local radio stations in the Ottawa-Gatineau market. Accordingly, the acquisition of the English-language stations CKQB-FM and CJOT-FM is in full compliance with the Commission’s Common Ownership Policy.

99. CJOT-FM is in its first licence term. Corus Radio does not consider however, that the acquisition of this station raises any public policy concerns as this acquisition is the result of the larger transfer of broadcasting undertakings between Astral and Bell.

100. The present transfer is conditional upon approval of that transaction. Should the Commission approve the Astral/Bell transfer, Bell will need to divest a number of stations including the two Ottawa radio stations that are the subject of this application to meet the Commission’s Common Ownership Policy.

101. More importantly however, the acquisition by Corus Radio of these two radio stations will not in any way diminish the diversity of media and news voices in the market. The number of voices in the market will remain the same as with the Astral ownership and the diversity it brings to the English-language market being replaced by Corus Radio, ensuring the same level of diversity within the market.

102. Along with the added tangible and intangible benefits described in this application we strongly believe that this application serves the public interest and meets the objectives of the Broadcasting Act and its relevant policies.

Conclusion

103. Corus submits that approval of the transfer of ownership and effective control of CKQB-FM and CJOT-FM Ottawa is in the public interest. Acquisition of these stations will provide Corus with a voice in Canada’s capital and allow it to bring its strong track record of community service to this important market.

104. With its experience as a market leader in the Rock genre, Corus is confident that it can significantly improve the service and financial performance of both CKQB- FM and CJOT-FM. With a strong business plan and strong execution, which are the hallmarks of Corus Radio, these stations have great growth potential.

105. The value of the transaction is $13 million, yielding $780,000 in tangible benefits over a seven year time period. This money will be allocated in accordance with the Commission’s policy on radio tangible benefits. A-19

106. Finally, approval of this application raises no issues with respect to the Common Ownership Policy and maintains diversity of voices in the Ottawa market.

107. Corus respectfully requests the Commission to approve the proposed transfer of ownership and control of CKQB-FM and CJOT-FM.

Timing of the CRTC Review of this Application

108. Corus and Bell-Astral request that this transaction be processed in a manner so that we could effect a simultaneous closing with the Bell and Astral closing. The Commission has a number of options in this regard. The Commission could proceed by way of a Public Notice of Consultation. We request this on the basis of a number of compelling factors:

A. The Commission’s ability to do a comprehensive review would not be constrained.

 These stations are part of the assets reviewed by CRTC in the original application by Bell and Astral just months ago.

 Corus is not requesting any fundamental changes from the existing obligations and framework of conditions of licence.

As a result the Commission has a comprehensive understanding of these stations and Corus.

B. The only issues for review on the Corus application are Corus as a purchaser, our vision for the assets, valuation, and benefits. The Commission will already have approved the disposition by Bell.

C. The Commission will be required to review and approve the disposition of the stations as part of the Bell-Astral review process.

 A key aspect of this public hearing process is that the public will have the opportunity to understand and comment upon the disposition of the assets that are going to Corus as part of the Bell-Astral hearing.

109. In sum, the Commission will be reviewing the assets in any case as part of the larger transaction; it knows the purchaser Corus and the delay will have significant impacts.

110. We respectfully submit that review and approval of this application effectively as part of the Bell-Astral process would significantly be in the public interest. A-20

Attachment A

MusicFest Canada

MusicFest Canada as described on its website:7

MusicFest Canada began in 1972 with a handful of Canadian musicians who created the country's first jazz band festival. Now, in its 40th year, this small group has grown to embrace 4 Festival Divisions, the original Canadian Stage Band Festival Jazz Division, the Choral/Vocal Jazz Division (1981) the Concert Band Division (1986) and the Orchestra/String Division (2008).

MusicFest Canada is an annual national event that brings together more than 10,000 of Canada's finest young musicians who perform for recognition as the country's foremost musical ensembles. Participants range in age from 12-25 years and are drawn from the elementary, high school, college and university levels. The festival is held each year in May, usually near the holiday weekend.

Today, MusicFest Canada annually engages the participation of over 400,000 young musicians, parents and volunteers in 104 affiliated festivals nationwide for an opportunity to perform at the national festival. It is the first-ever event of its kind to provide an artistic venue for so many young people and is North America's largest annual event dedicated to developing young musical talent.

Staged in a major Canadian city each year, MusicFest Canada is the ultimate experience in combining music and education and is a moving force in the cultural life of Canada's youth. These young musicians perform in over 300 ensembles and attend headline concerts, clinics, educoncerts and workshops for an intense, non-stop week!

The event took place in Ottawa last year.

The NAC Orchestra Artist Training Programs

The NAC Orchestra Artist Training Programs as described on its website:8

The National Arts Centre Orchestra is uniquely positioned to identify and foster talented individuals in the performing arts. Promising musicians are given significant training and performance opportunities through the many programs of the NAC Orchestra.

Summer Music Institute (SMI)

In 1999, the National Arts Centre's Music Director Pinchas Zukerman founded the Young Artists Programme (YAP) with just 10 students. Over the years, the programme has grown to include the Conductors Programme (CP) directed by Maestro Kenneth Kiesler and the

7 http://www.musicfest.ca/about_e.shtml 8 http://nac-cna.ca/en/training A-21

Composers Programme (CMP) directed by NAC Award Composer, Gary Kulesha. Together, they make up what we know today as the Summer Music Institute.

NAC Institute for Orchestral Studies

The National Arts Centre's Institute for Orchestral Studies (IOS) will begin its fifth year in September 2011. Established under the guidance of National Arts Centre Orchestra Music Director Pinchas Zukerman, the IOS is an apprenticeship program designed to prepare highly talented young musicians for successful orchestral careers, and is funded by the National Arts Centre Foundation through the National Youth and Education Trust.

NACO Bursary Competition The NAC Orchestra Bursary Competition provides Canadian music students the opportunity to compete for several cash prizes from a purse of up to $18,500. Eligible candidates must be between the ages of 16 and 24 whose family homes or principal residences are in the National Capital Region (Canada) and who are pursuing careers as professional orchestral musicians. Applicants must be Canadian citizens or permanent residents of Canada.

***End of document*** APPENDIX 2B Control Statement Appendix 2B Statement of Control

The proposed licensee, corporation 8324433 Canada Inc., is 100% controlled by Corus Entertainment Inc. APPENDIX 2C Corporate Documents

Corporations Canada Corporations Canada 2013-03-01 9th floor, Jean Edmonds Towers South 9e étage, Tour Jean-Edmonds sud 365 Laurier Avenue West 365, avenue Laurier ouest Ottawa, Ontario K1A 0C8 Ottawa (Ontario) K1A 0C8

Corporation Information Sheet Fiche de renseignements concernant la société Canada Business Corporations Act (CBCA) Loi canadienne sur les sociétés par actions (LCSA)

8324433 Canada Inc.

Corporation Number 832443-3 Numéro de société Corporation Key Clé de société Required for changes of 99840414 Requise pour mettre à jour en ligne l'adresse du siège address or directors online social ou l'information concernant les administrateurs Anniversary Date 03-01 Date anniversaire Required to file annual return (mm-dd/mm-jj) Requise pour le dépôt du rapport annuel Annual Return Filing Period 03-01 to/au 04-30 Période pour déposer le rapport annuel Starting in 2014 (mm-dd/mm-jj) Débutant en 2014

Reporting Obligations Obligations de déclaration A corporation can be dissolved if it defaults in filing a document Une société peut être dissoute si elle omet de déposer un required by the CBCA. To understand the corporation's reporting document requis par la LCSA. Pour connaître les obligations de obligations, consult Keeping Your Corporation in Good Standing déclaration de la société veuillez consulter la brochure Maintenir (enclosed or available on our website). votre société en conformité, ci-jointe ou disponible dans notre site Web.

Corporate Name Dénomination sociale Where a name has been approved, be aware that the corporation En dépit du fait que Corporations Canada ait approuvé la assumes full responsibility for any risk of confusion with existing dénomination sociale, il faut savoir que la société assume toute business names and trademarks (including those set out in the responsabilité de risque de confusion avec toutes dénominations NUANS® search report). The corporation may be required to change commerciales, marques de commerce existantes (y compris celles its name in the event that representations are made to Corporations qui sont citées dans le rapport de recherche NUANSMD). La société Canada and it is established that confusion is likely to occur. Also devra peut-être changer sa dénomination advenant le cas où des note that any name granted is subject to the laws of the jurisdiction représentations soient faites auprès de Corporations Canada where the corporation carries on business. For additional établissant qu'il existe une probabilité de confusion. Il faut aussi information, consult Protecting Your Corporate Name (enclosed noter que toute dénomination octroyée est assujettie aux lois de or available on our website). l'autorité législative où la société mène ses activités. Pour obtenir de l'information supplémentaire, veuillez consulter le document Protection de la dénomination sociale ci-joint ou disponible dans notre site Web.

Telephone / Téléphone Email / Courriel Website / Site Web 1-866-333-5556 [email protected] www.corporationscanada.ic.gc.ca

Certificate of Incorporation Certificat de constitution Canada Business Corporations Act Loi canadienne sur les sociétés par actions

8324433 Canada Inc.

Corporate name / Dénomination sociale

832443-3 Corporation number / Numéro de société

I HEREBY CERTIFY that the above-named JE CERTIFIE que la société susmentionnée, dont corporation, the articles of incorporation of which les statuts constitutifs sont joints, est constituée are attached, is incorporated under the Canada en vertu de la Loi canadienne sur les sociétés par Business Corporations Act. actions.

Marcie Girouard Director / Directeur 2013-03-01 Date of Incorporation (YYYY-MM-DD) Date de constitution (AAAA-MM-JJ)

Form 1 Formulaire 1 Articles of Incorporation Statuts constitutifs Canada Business Corporations Loi canadienne sur les sociétés Act (s. 6) par actions (art. 6)

1 Corporate name Dénomination sociale 8324433 Canada Inc. 2 The province or territory in Canada where the registered office is situated La province ou le territoire au Canada où est situé le siège social ON 3 The classes and any maximum number of shares that the corporation is authorized to issue Catégories et le nombre maximal d’actions que la société est autorisée à émettre an unlimited number of common shares. 4 Restrictions on share transfers Restrictions sur le transfert des actions See attached schedule / Voir l’annexe ci-jointe 5 Minimum and maximum number of directors Nombre minimal et maximal d’administrateurs Min. 1 Max. 10 6 Restrictions on the business the corporation may carry on Limites imposées à l’activité commerciale de la société None 7 Other Provisions Autres dispositions See attached schedule / Voir l’annexe ci-jointe 8 Incorporator’s Declaration: I hereby certify that I am authorized to sign and submit this form. Déclaration des fondateurs : J’atteste que je suis autorisé à signer et à soumettre le présent formulaire. Name(s) - Nom(s) Original Signed by - Original signé par

Thomas C. Peddie Thomas C. Peddie Thomas C. Peddie

Misrepresentation constitutes an offence and, on summary conviction, a person is liable to a fine not exceeding $5000 or to imprisonment for a term not exceeding six months or both (subsection 250(1) of the CBCA).

Faire une fausse déclaration constitue une infraction et son auteur, sur déclaration de culpabilité par procédure sommaire, est passible d’une amende maximale de 5 000 $ et d’un emprisonnement maximal de six mois, ou l’une de ces peines (paragraphe 250(1) de la LCSA).

You are providing information required by the CBCA. Note that both the CBCA and the Privacy Act allow this information to be disclosed to the public. It will be stored in personal information bank number IC/PPU-049.

Vous fournissez des renseignements exigés par la LCSA. Il est à noter que la LCSA et la Loi sur les renseignements personnels permettent que de tels renseignements soient divulgués au public. Ils seront stockés dans la banque de renseignements personnels numéro IC/PPU-049.

IC 3419 (2008/04)

Schedule / Annexe Restrictions on Share Transfers / Restriction sur le transfert d'actions The shares of the Corporation shall be subject to the restriction on the transfer of securities set out under Other provisions, if any.

Schedule / Annexe Other Provisions / Autres dispositions

(a) The securities of the Corporation, other than non-convertible debt securities, shall not be transferred without the approval of the board of directors or of the holder or holders of more than 50% of the voting shares of the Corporation, to be evidenced in either case by a resolution of such directors or shareholders.

(b) The directors may appoint from time to time one or more additional directors within the limits provided in the Canada Business Corporations Act.

Form 2 Formulaire 2 Initial Registered Office Address Siège social initial et premier and First Board of Directors conseil d’administration Canada Business Corporations Act Loi canadienne sur les sociétés par (CBCA) (s. 19 and 106) actions (LCSA) (art. 19 et 106)

1 Corporate name Dénomination sociale 8324433 Canada Inc.

2 Address of registered office Adresse du siège social 25 Dockside Drive Toronto ON M5A 0B5

3 Additional address Autre adresse

4 Members of the board of directors Membres du conseil d’administration Resident Canadian Résident Canadien Thomas C. Peddie 25 Dockside Drive, Toronto ON Yes / Oui M6A 0B5, Canada

5 Declaration: I certify that I have relevant knowledge and that I am authorized to sign this form. Déclaration : J’atteste que je possède une connaissance suffisante et que je suis autorisé(e) à signer le présent formulaire.

Original signed by / Original signé par Thomas C. Peddie

Thomas C. Peddie 416-479-7000

IC 2904 (2008/04)

Corporations Canada Corporations Canada 9th floor 9e étage Jean Edmonds Towers South Tour Jean Edmonds sud 365 Laurier Avenue West 365, avenue Laurier ouest Ottawa, Ontario K1A 0C8 Ottawa (Ontario) K1A 0C8

2013-03-01

Ontario Extra-provincial Registration / L’enregistrement d’une entreprise extraprovinciale en Ontario

8324433 Canada Inc. Corporate name / Dénomination sociale

832443-3 Corporation Number / Numéro de la société

Attached is your completed registration form for Ci-joint est votre formulaire d’enregistrement Ontario. The form does not contain your Ontario rempli pour l’Ontario. Le formulaire ne contient Corporation Number. pas votre numéro d’entreprise de l’Ontario.

The Ontario registration application has been La demande d’enregistrement de l’Ontario a été forwarded to the Ontario Central Production and envoyée à la Direction des services centraux de Verification Services Branch. If your application is production et de vérification. Si votre demande est approved, you will receive a "Notice to Clients" approuvée, vous recevrez un « préavis des clients advising you of the corporation's new Ontario » vous informant du nouveau numéro d’entreprise Corporation Number. de l’Ontario pour la société.

If you have any questions about your Ontario registration, contact Central Production and Si vous avez des questions au sujet de Verification Services Branch at: l’enregistrement en Ontario, contactez la 1-800-361-3223 or 416-314-8880 or Direction des services centraux de production et www.ontario.ca/en/business/STEL02_163367. de vérification : 1-800-361-3223 ou 416-314-8880 ou www.ontario.ca/fr/business/STEL02_164570.

INITIAL RETURN/ RAPPORT INITIAL FORM 2 - EXTRA PROVINCIAL CORPORATIONS/ Corporations Information Act/ FORMULE 2 - PERSONNES MORALES EXTRA-PROVINCIALES Loi sur les renseignements exigés des personnes morales

For Ministry Use Only 2. Ontario Corporation Number 3. Date of Incorporation 1. Initial Return À l'usage du ministère Numéro matricule de la personne Date de constitution Rapport initial seulement morale en Ontario Business Corporations/ X 2013-03-01 Société par actions

4. Corporation Name Including Punctuation/Raison sociale de la personne morale, y compris la ponctuation For Ministry Use Only À l'usage du ministère seulement 8324433 Canada Inc.

5. Address of Registered or Head Office/Adresse du siège social For Ministry Use Only À l'usage du ministère seulement 25 Dockside Drive Toronto, Ontario Canada M5A 0B5

6. Address of Principal Office in Ontario/Adresse du bureau principal en Ontario Not Applicable/Ne s'applique pas 25 Dockside Drive Toronto, Ontario Canada M5A 0B5

7. Language of Preference/Langue préférée X English/Anglais French/Français

8. Former Corporation Name/Raison sociale antérieure de la personne morale X Not Applicable/Ne s'applique pas

9. Date commenced business activity in Ontario/Date de début des activités en Ontario 2013-03-01

10. Date ceased carrying on business activity in Ontario/Date de cessation des activités en Ontario X Not Applicable/Ne s'applique pas

11. Jurisdiction of Incorporation/Amalgamation or Continuation/Ressort de constitution/de fusion ou prorogation X Canada/Canada

12. Name and Office Address of the Chief Officer/Manager in Ontario/Nom et adresse du bureau du directeur général/gérant en Ontario

X Not Applicable/Ne s'applique pas Date Effective/Date d'entrée en vigueur

13. Name and Office Address of Agent for Service in Ontario/Nom et adresse du bureau du mandataire aux fins de signification en Ontario

X Not Applicable/Ne s'applique pas

14. Name/Nom Person authorizing filing/Personne qui autorise l'enregistrement Thomas C. Peddie Director

NOTE/ Sections 13 and 14 of the Corporations Information Act provide penalties for making false or misleading statements or omissions. REMARQUE: Les articles 13 et 14 de la Loi sur les renseignements exigés des personnes morales prévoient des peines en cas de déclaration fausse ou trompeuse, ou d'omission.

This information is being collected under the authority of The Corporations Information Act for the purpose of maintaining a public data base of corporate information. La Loi sur les renseignements exigés des personnes morales autorise la collecte de ces renseignements pour constituer une banque de données accessible au public. APPENDIX 2D Share Purchase Agreement ABRIDGED ABRIDGED Execution Copy

SHARE PURCHASE AGREEMENT

Relating to the Purchase of

CKQB-FM

and

CJOT-FM

BETWEEN

BELL MEDIA INC.

– and –

8324433 CANADA INC.

– and –

CORUS ENTERTAINMENT INC.

MADE AS OF

March 4, 2013

LEGAL_1:26194740.7 ABRIDGED

TABLE OF CONTENTS

ARTICLE 1 – INTERPRETATION ...... 2 1.1 Definitions...... 2 1.2 Headings ...... 11 1.3 Extended Meanings...... 11 1.4 Currency...... 12 1.5 Schedules ...... 12

ARTICLE 2 – PURCHASE AND SALE...... 12 2.1 Purchase and Sale ...... 12 2.2 Purchase Price and Payment ...... 13 2.3 Purchase Price Adjustments...... 13 2.4 Closing ...... 15 2.5 Assumed CRTC Obligations...... 15

ARTICLE 3 – REPRESENTATIONS AND WARRANTIES ...... 15 3.1 Representations and Warranties regarding Vendor and Shareholders...... 15 3.2 Representations and Warranties regarding each Corporation and the Businesses ...... 17 3.3 Survival of Representations and Warranties of Vendor ...... 25 3.4 Representations and Warranties of Purchaser...... 25 3.5 Survival of Representations and Warranties of Purchaser...... 28

ARTICLE 4 – COVENANTS...... 28 4.1 Tax Matters ...... 28 4.2 Covenants of Vendor ...... 30 4.3 Employees...... 34 4.4 Covenants of Purchaser...... 34 4.5 CRTC Matters...... 36 4.6 Benefit Plans ...... 38 4.7 Claim for Indemnity...... 39 4.8 Limitations ...... 40 4.9 Non-Solicitation...... 42 4.10 CRTC Annual Returns...... 42 4.11 Merivale Lease...... 42 4.12 Trademark License Agreement...... 42 4.13 Transmitter Site Agreement...... 42 4.14 Broadcast Frequencies ...... 43 4.15 Cash Distribution ...... 43 4.16 Books and Records ...... 43

ARTICLE 5 - CONDITIONS...... 43 5.1 Conditions for the Benefit of Purchaser...... 43 5.2 Conditions for the Benefit of Vendor ...... 44

LEGAL_1:26194740.7 ABRIDGED

ARTICLE 6 – TERMINATION ...... 45 6.1 Termination...... 45 6.2 Effect of Termination...... 47 6.3 Termination Fee...... 47 6.4 Indemnity Provision...... 47

ARTICLE 7 – PRE-CLOSING TRANSACTIONS ...... 48 7.1 Reorganization ...... 48

ARTICLE 8 – GENERAL ...... 49 8.1 Further Assurances...... 49 8.2 Time of the Essence...... 49 8.3 Fees and Commissions...... 49 8.4 Public Announcements ...... 49 8.5 Confidentiality ...... 50 8.6 Access ...... 50 8.7 Benefit of the Agreement...... 51 8.8 Entire Agreement ...... 51 8.9 Amendments and Waiver...... 51 8.10 Assignment ...... 51 8.11 Execution in Counterpart ...... 51 8.12 No Third Party Beneficiaries ...... 52 8.13 Severability ...... 52 8.14 Notices ...... 52 8.15 Execution by Facsimile...... 53 8.16 Governing Law and Attornment ...... 53 8.17 Guarantee by Purchaser Parent ...... 53

LEGAL_1:26194740.7 ABRIDGED

SHARE PURCHASE AGREEMENT

THIS AGREEMENT is made as of March 4, 2013

B E T W E E N:

BELL MEDIA INC., a corporation organized pursuant to the laws of Canada (“Vendor”)

AND:

8324433 CANADA INC., a corporation organized pursuant to the laws of Canada (“Purchaser”)

AND:

CORUS ENTERTAINMENT INC., a corporation organized pursuant to the laws of Canada (“Purchaser Parent”)

WHEREAS BCE Inc. (“BCE”) and Astral Media Inc. (“Astral”) entered into an arrangement agreement dated March 16, 2012, as amended on November 19, 2012 (the “Arrangement Agreement”), for the acquisition by BCE of all of the issued and outstanding shares of Astral by way of plan of arrangement;

AND WHEREAS it is anticipated that as a condition to the closing of the Arrangement, the Stations are to be divested in order to comply with CRTC regulations and policies;

AND WHEREAS as part of the Reorganizations to be completed in the context of the Arrangement, the assets of each Station will be transferred to separate newly-formed wholly- owned direct or indirect subsidiaries of Vendor, being the Corporations;

AND WHEREAS Purchaser has agreed to buy, and Vendor has agreed to sell or cause to be sold to Purchaser, all of the Purchased Shares, all on the terms and conditions hereinafter set forth;

AND WHEREAS Vendor and Purchaser acknowledge and agree that the sale of the Purchased Shares requires the prior approval of the CRTC, which approval Vendor and Purchaser shall pursue on a co-operative basis in the manner contemplated herein;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the covenants and agreements herein contained the Parties agree as follows:

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ARTICLE 1 – INTERPRETATION

1.1 Definitions

In this Agreement, all capitalized terms shall have the meanings ascribed thereto below or elsewhere in this Agreement.

(a) “Accounts Receivable” means accounts receivable, bills receivable, trade accounts, book debts and insurance claims recorded as receivable in the Books and Records of either the Corporations or the Stations, and other amounts due or deemed to be due to either of the Corporations or the Stations, including refunds and rebates receivable;

(b) “Actions” means any actions, proceedings, applications, investigations, suits, Orders, Notices, causes of action, charges, indictments, prosecutions, assessments or reassessments;

(c) “Affiliate” has the meaning ascribed to such term in the Canada Business Corporations Act, provided that, with respect to Purchaser and Purchaser Parent, the term “Affiliate” shall not include any Person other than Purchaser Parent and any Person controlled, directly or indirectly, by Purchaser Parent;

(d) “Arrangement” means the purchase by BCE of all the issued and outstanding shares of Astral by way of a plan of arrangement pursuant to Section 192 of the Canada Business Corporations Act;

(e) “Arrangement Agreement” has the meaning set out in the recitals;

(f) “Arrangement Closing” means the effective date of the Arrangement;

(g) “Asset Transfer Agreements” has the meaning set out in Section 7.1(1);

(h) “Assumed CRTC Obligations” means the obligations of Vendor and the Corporations to fulfill the CRTC obligations relating to the Stations, as set out in Schedule 1.1(h);

(i) “Astral” has the meaning set out in the recitals;

(j) “Award” means, with respect to any Person, any judgment, decree, injunction, ruling, award, assessment or Order of any Governmental Authority;

(k) “Bankruptcy Event” shall mean, with respect to any Person, any action or proceeding taken or instituted by or against such Person in respect of bankruptcy, liquidation, restructuring, winding up, assignment for the benefit of creditors, any proposal, reorganization, restructuring, arrangement or composition under the Bankruptcy and Insolvency Act (Canada) or the Companies’ Creditors Arrangement Act (Canada) or any comparable statute of any applicable jurisdiction, or the filing of a bankruptcy petition against such Person in respect of

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its properties or assets, or the entering into by any court of competent jurisdiction of a judgment or order approving any such petition or petition seeking the reorganization, restructuring, arrangement or composition of or in respect of such Person or its debts or obligations, or the appointment of a custodian, monitor, receiver or trustee or any other official with similar powers for such Person or a substantial portion of its properties or assets;

(l) “Base Purchase Price” has the meaning set out in Section 2.2(1);

(m) “BCE” has the meaning set out in the recitals;

(n) “BCE Trust Agreement” means that certain voting trust agreement to be entered into between BCE Inc. and the BCE Trustee upon the closing of the Arrangement and establishing a voting trust in respect of the Purchased Shares in favour of the BCE Trustee pursuant to the BCE Trust Arrangements, as such voting trust agreement is approved by the CRTC, if the Closing does not occur forthwith following the closing of the Arrangement as provided in Section 2.4(2);

(o) “BCE Trust Arrangements” means the arrangements, if the Closing does not occur forthwith following the closing of the Arrangement as provided in Section 2.4(2), whereby the Purchased Shares would be deposited with the BCE Trustee following the Arrangement Closing pursuant to the BCE Trust Agreement pending the sale of the Purchased Shares;

(p) “BCE Trustee” means the person who has the power to exercise the voting rights attaching to the Purchased Shares following the Arrangement Closing until the sale of the Purchased Shares pursuant to the BCE Trust Agreement, if the Closing does not occur forthwith following the closing of the Arrangement as provided in Section 2.4(2);

(q) “Benefit Plans” means plans, arrangements, agreements, programs, policies, practices or undertakings, whether oral or written, formal or informal, funded or unfunded, insured or uninsured, registered or unregistered to which the Corporations or Employing Entities are parties or bound or in which the Employees participate or under which the Corporations or Employing Entities have, 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 of the Employees or former employees directors or officers, individuals working on contract with the Businesses or other individuals providing services to the Businesses of a kind normally provided by employees (or any spouses, dependants, survivors or beneficiaries of any such persons), excluding any Statutory Plans;

(r) “Books and Records” means books and records of a Person, including financial, corporate, operations and sales books, records, books of account, sales and purchase records, lists of suppliers and customers, formulae, business reports, plans and projections and all other documents, surveys, plans, files, records,

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assessments, correspondence, and other data and information, financial or otherwise, including all data, information and databases stored on computer- related or other electronic media;

(s) “Broadcasting Certificates” means the Industry Canada broadcasting certificates for the Stations to be held by each Corporation following the Reorganization in connection with the operation of the Businesses, which shall be substantially similar to the broadcasting certificates currently held in respect of the Stations;

(t) “Broadcasting Licences” means the CRTC radio broadcasting licences for the Stations to be held by each Corporation following the Reorganization in connection with the operation of the Businesses, which shall be substantially similar to the broadcasting licences currently held in respect of the Stations;

(u) “Business” means the business of operating the Station(s) and any other activities relating or incidental thereto, which Business will be carried on by a Corporation following the Reorganizations, and “Businesses” means the Businesses collectively;

(v) “Business Day” means a day other than a Saturday, Sunday or statutory holiday in Toronto, Ontario or in Montreal, Quebec;

(w) “Claims” means all actual losses, damages, costs, expenses, liabilities and claims of whatever nature or kind including all legal fees and costs on a solicitor and client basis;

(x) “Closing” means the completion of the purchase and sale of the Purchased Shares under Section 2.1;

(y)“Closing Date” means the date upon which the Closing occurs;

(z) “Closing Date Purchase Price” has the meaning set out in Section 2.3(2);

(aa) “Collective Agreement” means any collective agreement, letter of understanding, or letter of intent with any trade union or association which may qualify as a trade union, which would cover any Employees;

(bb) “Commodity Taxes” means all commodity taxes, including but not limited to, all sales, retail, use, goods and services, value added, excise and similar taxes imposed, levied or assessed by any Governmental Authority, excluding penalties and interest, other than taxes in the nature of a tax on income or capital;

(cc) “Confidentiality Agreement” has the meaning set out in Section 8.5(1);

(dd) “Corporations” means the two corporations to be incorporated prior to the Arrangement Closing to which assets of the Stations will be transferred pursuant to the Asset Transfer Agreements;

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(ee) “CRTC” means the Canadian Radio-television and Telecommunications Commission or any successor body thereto;

(ff) “CRTC Approval” means the approval by the CRTC of the transfer of the Purchased Shares to Purchaser;

(gg) “Employee List” means the list dated as of the date hereof of Employees and the information in respect thereof set out in Section 3.2(1)(o)(i), a copy of which is attached as Schedule 1.1(gg);

(hh) “Employees” means the individuals employed exclusively in connection with the Businesses on the date hereof and those individuals employed partly in connection with the Businesses on the date hereof who are included on the Employee List (including in each case any individuals providing on site or on air services to the Businesses under a contract for services);

(ii) “Employing Entities” has the meaning set out in Section 3.2(1)(o)(i)(B);

(jj) “Environmental Laws” means all Laws, Regulations, Orders or Permits relating to the protection of the environment, including those pertaining to: (i) the protection, preservation or remediation of the natural environment (the air, land, surface water or ground water); (ii) solid, gaseous or liquid waste generation, handling, treatment, storage, disposal or transportation; and (iii) Hazardous Substances, including reporting, permitting or rehabilitating in connection with any presence or release of Hazardous Substances;

(kk) “Financial Information” means the financial information appearing in Schedule 1.1(kk) for each of the Businesses and prepared on the basis of the assumptions indicated therein;

(ll) “GAAP” means generally accepted accounting principles from time to time approved by the Canadian Institute of Chartered Accountants, or any successor institute, applicable as at the date on which any calculation or determination is required to be made;

(mm) “Governmental Authority” means any federal, provincial, state, territorial, regional, municipal or local government, agency, commission or authority, other political subdivision thereof or stock exchange and any entity, body or Person having jurisdiction exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, government;

(nn) “Hazardous Substances” means any substance or material that is prohibited, controlled or otherwise regulated by any Governmental Authority pursuant to Laws such as contaminants, pollutants, toxic substances, dangerous goods, hazardous wastes, liquid industrial wastes, hazardous materials, urea formaldehyde foam type of insulation, asbestos or asbestos-containing materials, polychlorinated biphenyls (PCBs) or PCB contaminated fluids or equipment,

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freon, explosives, radioactive substances, petroleum and associated products, underground storage tanks or surface impoundments;

(oo) “H&S Agreement” means the purchase agreement to be entered into by Vendor and Purchaser or one of their Affiliates for the sale of the 50% partnership interest held by Vendor in Historia & Séries +, s.e.n.c.;

(pp) “Improvements” means fixtures, erections and improvements on, over or under the Leased Premises and all mechanical, electrical, plumbing, heating and air- conditioning systems related to the Leased Premises;

(qq) “Income Tax Act” at any particular time, means the Income Tax Act (Canada) and related Income Tax Regulations as amended to such time;

(rr) “Incurred” means, in relation to claims under the Benefit Plans or Purchaser Benefit Plans, the date on which the event giving rise to such claim occurred and, in particular: (i) with respect to a death or dismemberment claim, shall be the date of the death or dismemberment; (ii) with respect to a short-term or long-term disability claim, shall be the date of occurrence of the initial injury or accident or the date of diagnosis of the initial illness giving rise to the claim; (iii) with respect to an extended health care claim, including dental and medical treatments, shall be the date of the treatment; and (iv) with respect to a prescription drug or vision care claim, the date that the prescription was filled;

(ss) “Indemnitee” has the meaning set out in Section 4.6;

(tt) “Indemnifying Party” has the meaning set out in Section 4.6;

(uu) “Independent Accountant” has the meaning set out in Section 2.3(4);

(vv) “Intellectual Property” has the meaning set out in Section 3.2(1)(s);

(ww) “Interim Period” means the period from the date hereof until the earlier of the Time of Closing and the termination of this Agreement;

(xx) “Interim Services Agreements” means the interim services agreements to be entered into between Vendor or an Affiliate of Vendor and each of the Corporations shortly after the Arrangement Closing if the Closing does not occur forthwith following the closing of the Arrangement as provided in Section 2.4(2), substantially in the form attached as a schedule to the Asset Transfer Agreements, under which, inter alia, the Employees shall provide services to the Corporations that are substantially similar to the services that they are currently providing as Employees to the Businesses;

(yy) “Knowledge of Purchaser” means the actual knowledge of the President, Corus Radio; the Vice-President and Controller, Corus Radio; or, solely with respect to Section 3.4(e), the Executive Vice-President, General Counsel and Corporate

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Secretary, without any enquiry and without personal liability on the part of any of them;

(zz) “Knowledge of Vendor” means, when used in respect of the representations and warranties set out in Section 3.1, the actual knowledge of the Vendor Officers that are officers of Vendor, and when used in respect of the representations and warranties set out in Section 3.2, the actual knowledge of the Vendor Officers that are officers of Astral or its Affiliates, in each case without any enquiry and without personal liability on the part of any of them;

(aaa) “Law” or “Laws” means all applicable federal, provincial, state, regional, territorial, municipal, or local laws, statutes, or ordinances (including applicable Regulations, Orders and stock exchange rules or policies);

(bbb) “Leased Premises” means the lands and buildings (or parts thereof) which are subject to the Leases;

(ccc) “Leases” has the meaning set out in Section 3.2(1)(j)(ii);

(ddd) “Material Adverse Effect” means any event, change, fact or effect that, when considered in the aggregate with all other adverse events, changes, facts and effects with respect to which such phrase is used in this Agreement, has or would reasonably be expected to have a material adverse effect on the Businesses on a consolidated basis or on the assets or financial condition or results of operations of the Businesses on a consolidated basis, provided, however, that when determining if a Material Adverse Effect has occurred, the following shall not be considered: any event, change, fact or effect resulting from (i) any change in Laws or GAAP or interpretations thereof; (ii) any generally applicable change or development in economic, regulatory, business or financial market conditions or in the broadcast radio industry; (iii) any acts of terrorism or war (whether against Canada or otherwise); (iv) the execution or announcement of a sale substantially as contemplated by this Agreement and the performance of the transactions contemplated hereby, including the Reorganizations; (v) the BCE Trust Arrangements, (vi) any breach of this Agreement by Purchaser or Purchaser Parent, and (vii) any material act or material omission by or on behalf of Purchaser Parent or its Subsidiaries contemplated to be taken or not taken pursuant to this Agreement, except, with respect to clauses (i), (ii) and (iii), to the extent that the Businesses are disproportionately affected, relative to other companies in the industry in which the Businesses operate;

(eee) “Material Agreements” has the meaning set out in Section 3.2(1)(i);

(fff) “Merivale Lease” has the meaning set out in Section 4.11;

(ggg) “Multi-Employer Plans” means Benefit Plans to which any entities employing the Employees are, or will be, required to contribute in respect of the Employees pursuant to a collective agreement and which are not maintained or administered,

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and will not be maintained or administered, by the entities employing the Employees or any of their Affiliates;

(hhh) “Notice” means any citation, directive, Order, claim, litigation, investigation, proceeding, judgment, letter or other communication, written or oral, actual or threatened, whether or not having the force of law, from any Governmental Authority;

(iii) “Offers of Employment” has the meaning set out in Section 4.3(1);

(jjj) “Orders” means all applicable orders, decisions and binding directives having the force of law rendered by any Governmental Authority;

(kkk) “Outside Date” has the meaning set out in Section 6.1(1)(b);

(lll) “Party” or “Parties” means a party or parties to this Agreement;

(mmm) “Pension Plans” means Benefit Plans providing pensions, superannuation benefits or retirement savings including pension plans, top up pensions or supplemental pensions, “registered retirement savings plans” (as defined in the Income Tax Act (Canada)), “registered pension plans” (as defined in the Income Tax Act (Canada)) and “retirement compensation arrangements” (as defined in the Income Tax Act (Canada));

(nnn) “Pension Plan Unfunded Liability” means an unfunded liability in respect of any Pension Plan, including a going concern unfunded liability, a solvency deficiency or wind-up deficiency;

(ooo) “Permits” means all franchises, permits, licenses, certificates, approvals, authorizations or registrations issued by any Governmental Authority pursuant to applicable Laws in relation with the Business and includes those listed in Schedule 1.1(ooo);

(ppp) “Permitted Encumbrances” means those encumbrances set out in Schedule 1.1(ppp);

(qqq) “Person” includes an individual, a corporation, a limited or unlimited liability company, a partnership, a trust, an unincorporated organization, a joint venture, the government of a country or any political subdivision thereof, or an agency or department of any such government, and the executors, administrators or other legal representatives of an individual in such capacity;

(rrr) “Preliminary Working Capital Adjustment” has the meaning set out in Section 2.3(2);

(sss) “Purchase Price” has the meaning set out in Section 2.2(1);

(ttt) “Purchase Price Certificate” has the meaning set out in Section 2.3(2);

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(uuu) “Purchased Shares” means all of the issued and outstanding shares of each Corporation at the Time of Closing;

(vvv) “Purchaser” means 8324433 Canada Inc.;

(www) “Purchaser Benefit Plans” has the meaning set out in Section 4.6;

(xxx) “Purchaser Indemnitee” has the meaning set out in Section 4.2(3);

(yyy) “Purchaser Parent” means Corus Entertainment Inc.;

(zzz) “Purchaser’s Claim Threshold” has the meaning set out in Section 4.8(4);

(aaaa) “Purchaser’s Core Representations” has the meaning set out in Section 3.5(2);

(bbbb) “Regulations” means all regulations and other statutory instruments having the force of law promulgated under or pursuant to any Laws;

(cccc) “Reorganization” has the meaning set out in Section 7.1(1);

(dddd) “Reported EBITDA” means, for each Station, the revenues specific to each Station less (i) variable costs, (ii) direct fixed costs, (iii) chargebacks from and to other stations within the same market and (iv) costs incurred for all stations in a market and allocated amongst them, but excludes (A) depreciation, interest and amortization, (B) tax expenses, (C) FX gains and losses, and (D) other items specifically listed in Schedule 1.1(kk). For the purposes of this definition, the term “market” means the following group of commercial radio stations: the Stations, CHVR (Pembroke) and CKTF and CIMF (Gatineau);

(eeee) “Schedule” means, unless otherwise indicated, the designated Schedules to this Agreement;

(ffff) “Shareholders” means the entity or entities that will own the Purchased Shares pursuant to the Reorganizations;

(gggg) “Shaw Group” means Shaw Communications Inc. and its Subsidiaries;

(hhhh) “Security Interest” means any security interest, mortgage, deed of trust, pledge, hypothecation, assignment, charge or deposit arrangement, garnishment, trust (actual or deemed) intended as a security or collection device, encumbrance, lease intended as a security device, lien (statutory or other) or preferential arrangement of any kind or nature whatsoever in respect of any property, including those created by, arising under or evidenced by any conditional sale or other title retention agreement, the interest of a lessor or analogous Person under a lease which would be treated as a capital lease in accordance with GAAP, a lease having the characteristics of a secured lending arrangement or any financing lease or other arrangement having substantially the same economic effect as any of the foregoing, or the filing of any financing statement naming the owner, conditional

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purchaser or user of the asset to which such filing relates as debtor under the personal property security legislation of any jurisdiction, but not including the interest of a lessor under an operating lease;

(iiii) “Stations” means collectively the radio broadcasting stations known under the call letters CKQB-FM and CJOT-FM;

(jjjj) “Statutory Plans” means statutory benefit plans which the entities employing the Employees are, or will be, required to participate in or comply with, including the Canada and Quebec Pension Plans and plans administered pursuant to applicable health tax, workplace safety insurance and employment insurance legislation;

(kkkk) “Subsequent Transaction” has the meaning set out in Section 6.4(1);

(llll) “Subsidiary” has the meaning ascribed to such term in the Canada Business Corporations Act;

(mmmm) “Tangible Personal Property” means machinery, equipment, furniture, furnishings, office equipment, computer hardware, materials, vehicles, material handling equipment, implements, parts, tools, and tangible assets (other than real property) owned or used or held exclusively or primarily by or for the Businesses or the Stations, including any of the foregoing which are in storage or in transit;

(nnnn) “Target Working Capital” means $0;

(oooo) “Tax Claim” has the meaning set out in Section 4.1(4);

(pppp) “Tax” or “Taxes” means all federal, state, provincial, territorial, county, municipal, local or foreign taxes, duties, imposts, levies, assessments, tariffs and other charges imposed, assessed or collected by a Governmental Authority including (i) any gross income, net income, gross receipts, business, royalty, capital, capital gains, Commodity Taxes, severance, stamp, franchise, occupation, premium, capital stock, real property, personal property, transfer, license, profits, windfall profits, environmental, payroll, employment, employer health, pension plan, anti-dumping, countervail, excise, severance, stamp, occupation, or premium tax, (ii) all withholdings on amounts paid to or by each Corporation, (iii) all employment insurance premiums, Canada and any other governmental pension plan contributions or premiums, (iv) any tax imposed, assessed, or collected or payable pursuant to any tax-sharing agreement or any other contract relating to the sharing or payment of any such tax, levy, assessment, tariff, duty, deficiency, or fee and (v) any fine, penalty, interest or other additional amount relating to any of the preceding amounts;

(qqqq) “Tax Returns” means all reports, returns, elections and other documents filed or required to be filed by each Corporation with a Governmental Authority in respect of Taxes or in respect of or pursuant to any domestic or foreign federal, provincial, state, municipal, territorial or other taxing statute;

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(rrrr) “Termination Fee” has the meaning set out in Section 6.3;

(ssss) “Time of Closing” means 8:30 a.m. (Montréal time) on the Closing Date;

(tttt) “Trademark License Agreement” means a trademark license agreement to be negotiated in good faith between Vendor and Purchaser and to be on the terms and conditions set out in Schedule 1.1(tttt);

(uuuu) “Transmitter Site Agreement” means a transmitter site agreement to be negotiated in good faith between Vendor and Purchaser and to be on the terms and conditions set out in Schedule 1.1(uuuu);

(vvvv) “Vendor” means Bell Media Inc.;

(wwww) “Vendor Indemnitee” has the meaning set out in Section 4.4(3);

(xxxx) “Vendor Officers” means any one of Chris Gordon, President, Radio and Local TV, Bell Media, Jim Fealy, VP Finance, Radio and Capital, Bell Media, Ian Lurie, COO of Astral Media Radio Inc., Jean-François Lorrain, VP Finance and Administration of Astral Media Radio Inc. and Claude Laflamme, Vice President Corporate and Regulatory Affairs, Astral Media Radio Inc.;

(yyyy) “Vendor’s Claim Threshold” has the meaning set out in Section 4.8(1);

(zzzz) “Vendor’s Core Representations” has the meaning set out in Section 3.3(2);

(aaaaa) “Working Capital” means, as at the date of determination thereof, the sum of the current assets (as such term is defined in accordance with GAAP) less the sum of the current liabilities (as such term is defined in accordance with GAAP) of each Corporation as at such date calculated in accordance with the sample calculation set out in Schedule 1.1(aaaaa); and

(bbbbb) “Working Capital Adjustment” has the meaning set out in Section 2.3(1).

1.2 Headings

The division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof and include any agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles and Sections are to Articles and Sections of this Agreement.

1.3 Extended Meanings

In this Agreement words importing the singular number shall include the plural and vice versa and words importing gender shall include all genders. In this Agreement

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“includes” means includes without limitation, “including” means including without limitation and similar words shall have comparable meanings.

1.4 Currency

Unless otherwise specified, all dollar amounts referred to in this Agreement are in lawful money of Canada.

1.5 Schedules

The following are the Schedules annexed hereto and incorporated by reference and deemed to be part hereof:

Schedule 1.1(h) Assumed CRTC Obligations Schedule 1.1(gg) Employee List Schedule 1.1(kk) Financial Information Schedule 1.1(ooo) Permits Schedule 1.1(ppp) Permitted Encumbrances Schedule 1.1(tttt) Trademark License Agreement Term Sheet Schedule 1.1(uuuu) Transmitter Site Agreement Term Sheet Schedule 1.1(aaaaa) Working Capital Schedule 2.2(3) Allocation of Purchase Price Schedule 3.1(1)(i) Consents required by Vendor or any Shareholder Schedule 3.2(1)(f)(iii) Consents required by any Corporation Schedule 3.2(1)(h) No Adverse Change Schedule 3.2(1)(i) Material Agreements Schedule 3.2(1)(j) Leases Schedule 3.2(1)(m) Broadcasting Certificates and Broadcasting Licences Schedule 3.2(1)(o)(ii) Employment Contracts Schedule 3.2(1)(p) Collective Agreements Schedule 3.2(1)(q) Benefits Plans Schedule 3.2(1)(r) No Actions Schedule 3.2(1)(s) Intellectual Property Schedule 3.2(1)(t) Environmental Matters Schedule 3.4(g) Prohibited shareholders Schedule 4.11 Merivale Lease Term Sheet Schedule 7.1 Forms of Asset Transfer Agreements

ARTICLE 2 – PURCHASE AND SALE

2.1 Purchase and Sale

Vendor shall sell, or cause to be sold, the Purchased Shares to Purchaser and Purchaser shall purchase the Purchased Shares from the Shareholders that own the Purchased Shares in consideration for the payment to such Shareholders by Purchaser of the Purchase Price, upon and subject to the terms and conditions hereof.

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2.2 Purchase Price and Payment

(1) The aggregate price to be paid by Purchaser for the Purchased Shares shall be equal to $13,000,000 (the “Base Purchase Price”), subject to the adjustments determined in accordance with Section 2.3 (the Base Purchase Price with such adjustments, the “Purchase Price”). The Closing Date Purchase Price shall be payable at the Time of Closing in cash by way of electronic transfer of immediately available funds to such bank account as is specified in writing by Vendor to the Purchaser not less than three Business Days prior to the Closing Date, or such other means as may be agreed by the Parties.

(2) Any adjustments to the Closing Date Purchase Price determined under Section 2.3(3) or (4) shall be made by Purchaser and Vendor following the Closing Date as provided in such Sections.

(3) The Base Purchase Price, as adjusted in accordance with Section 2.3, will be allocated among the Stations as set out in Schedule 2.2(3).

2.3 Purchase Price Adjustments

(1) The Base Purchase Price shall be increased or reduced, respectively, by the dollar amount by which the Working Capital as of immediately prior to the Time of Closing exceeds or is less than the Target Working Capital (the “Working Capital Adjustment”).

(2) At least three Business Days prior to the Closing Date, Vendor shall deliver to Purchaser a purchase price certificate of a Vendor Officer addressed to Purchaser, dated no more than five Business Days prior to the Closing Date and prepared by Vendor in good faith and on a reasonable basis (the “Purchase Price Certificate”). The Purchase Price Certificate shall set forth Vendor’s good faith estimate of the Working Capital Adjustment (the “Preliminary Working Capital Adjustment”) and the Base Purchase Price adjusted in accordance with the Preliminary Working Capital Adjustment (the “Closing Date Purchase Price”). The Purchase Price Certificate shall set out in reasonable detail, to the satisfaction of Purchaser acting reasonably, the basis of such determination. Purchaser shall have the right to review, comment and reasonably object to the Purchase Price Certificate and in the event of any such comments or objections, Purchaser and Vendor shall negotiate in good faith to give effect to Purchaser’s comments and objections, and if so accepted, the Closing Date Purchase Price shall be adjusted appropriately; provided, if Purchaser and Vendor cannot agree on the comments or objections of Purchaser, the Purchase Price Certificate initially delivered by Vendor shall be the final Purchase Price Certificate and shall be conclusive and binding on the Parties with respect to the determination of the Closing Date Purchase Price.

(3) Within 90 days following the Closing Date, Vendor shall prepare a statement in the form set out in Schedule 1.1(aaaaa) detailing the amount of the Working Capital Adjustment as of the Time of Closing and the amount of the final adjustment, if any, required to be made to the Closing Date Purchase Price in respect of the Working Capital Adjustment. Purchaser shall co-operate with Vendor in connection with Vendor’s preparation of such statement and shall grant to Vendor reasonable access during normal business hours to all records of each Corporation for the purposes of preparing such statement and Purchaser shall ensure reasonable

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access to and cooperation during normal business hours from senior management and accounting personnel of each Corporation and Purchaser to assist Vendor in preparing such statement.

(4) Following delivery of the statement referred to in Section 2.3(3), Purchaser shall have a period of 30 days to review and comment on such statement. On or prior to the expiry of such 30-day period, Purchaser shall notify Vendor if there is any disagreement with the amounts set forth in such statement, which notice shall specify the nature of such disagreement in reasonable detail and shall state the opinion of Purchaser as to the correct amount. If Purchaser does not notify Vendor of any disagreement on or prior to the expiry of such 30-day period, the amount of the Working Capital Adjustment as of the Closing Date and the amount of the final adjustment, if any, required to be made to the Closing Date Purchase Price in respect of the Working Capital Adjustment set out in the statement referred to in Section 2.3(3) shall be deemed to be final.

(5) Any dispute concerning any disagreement raised in accordance with Section 2.3(4) will be first referred in written form to appropriate representatives of senior management of Purchaser and Vendor. Such reference to representatives of senior management may be initiated at any time by either Vendor or Purchaser on notice of not less than five Business Days to the other Party. Each of Vendor and Purchaser will be afforded an opportunity to present all relevant information regarding its position to each other Party’s senior management representatives. If the senior management representatives of Purchaser and Vendor have not resolved the dispute to the satisfaction of Purchaser and Vendor within 10 Business Days of initiation of the review by Purchaser or Vendor, the dispute may be submitted in writing by either Purchaser or Vendor to a senior audit partner of PricewaterhouseCoopers or, if such firm is determined not to be independent of Vendor and Purchaser, such other nationally-recognized accounting firm as is agreeable to both Purchaser and Vendor (the “Independent Accountant”). Upon written notice to the other Party and the Independent Accountant, each of Vendor and Purchaser shall be entitled to make written submissions to the Independent Accountant, with copies thereof to the other Party, within 10 Business Days following submission of the dispute to the Independent Accountant, but not thereafter. Any clarification requested by the Independent Accountant shall be submitted in writing to Vendor and Purchaser and any responses thereto shall be made in writing with copies thereof to the other Party. In determining a resolution to the dispute, the Independent Accountant shall be limited to selecting between the submissions of the Parties in respect of any item in dispute. The Independent Accountant shall determine a resolution to the dispute and the resultant amount of any final adjustment to the Closing Date Purchase Price payable under Section 2.3(6) and shall summarize such determination in a written report. The written report of the Independent Accountant shall be delivered to the Parties promptly, but in any event no later than 30 Business Days after the dispute is submitted to the Independent Accountant, shall be final, conclusive and binding upon the Parties, and shall not be subject to appeal by any Party. The fees and expenses of the Independent Accountant shall be borne by the Party losing the majority of the items at issue in terms of value in dispute.

(6) The amount of any final adjustment to the Closing Date Purchase Price as determined under Section 2.3(4) or 2.3(5) shall be paid to Purchaser or Vendor, as the case may be, within five Business Days of the date on which the period referred to in Section 2.3(4) expires, assuming there is no dispute with the amount set forth in the statement of Purchaser delivered under Section 2.3(3), and if there is any dispute with the amounts set forth in such

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statement, within five Business Days of the date upon which any determination is made pursuant to Section 2.3(4) or 2.3(5).

2.4 Closing

(1) The sale and purchase of the Purchased Shares shall be completed at the Time of Closing at the offices of McCarthy Tétrault LLP at 1000, De La Gauchetière Street West, Suite 2500, Montréal, Québec, and shall be effective as of the Time of Closing.

(2) The Closing shall occur on the last day of the calendar month during which the last of the conditions of Closing in Sections 5.1(1)(e) (closing of Arrangement), 5.1(1)(f) (CRTC Approval), 5.2(1)(e) (closing of Arrangement) and 5.2(1)(f) (CRTC Approval) is satisfied or waived, or if the last of the aforementioned conditions of Closing is satisfied or waived after the fifth Business Day prior to the end of a calendar month, the closing shall occur on the last day of the then next calendar month, unless otherwise agreed in writing by Purchaser and Vendor; provided, however, that notwithstanding the foregoing, if the last of the conditions of Closing in Sections 5.1(1)(e) (closing of Arrangement), 5.1(1)(f) (CRTC Approval), 5.2(1)(e) (closing of Arrangement) and 5.2(1)(f) (CRTC Approval) that is satisfied as provided above is the condition in Sections 5.1(1)(e) and 5.2(1)(e) (closing of Arrangement), the Closing shall occur forthwith following the closing of the Arrangement (but only once all steps of the Reorganizations are completed) such that the BCE Trust Arrangements will not be entered into but instead the Purchased Shares will be sold directly to Purchaser by the Shareholders that own the Purchased Shares and Purchaser will acquire the Purchased Shares directly from such Shareholders if the CRTC Approval has been obtained.

2.5 Assumed CRTC Obligations

At the Time of Closing, with effect as of the Time of Closing, Purchaser shall be deemed to have assumed and agreed to pay, discharge and perform, as the case may be, from and after the Time of Closing, the Assumed CRTC Obligations and all other CRTC obligations incurred in the ordinary course by the Stations, without the need to execute or deliver any other instrument, assumption or document of any nature whatsoever and this covenant shall survive the Closing without any time limit, and for greater certainty Vendor acknowledges that Purchaser shall not assume any obligations of Vendor to fulfil any CRTC obligations other than the Assumed CRTC Obligations and all other CRTC obligations incurred in the ordinary course by the Stations.

ARTICLE 3 – REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties regarding Vendor and Shareholders

(1) Vendor represents and warrants to Purchaser that:

(a) Corporate Standing of Vendor – Vendor is, and each Shareholder will be at the Time of Closing, a corporation duly incorporated, organized and subsisting under the Laws of Canada with the corporate power to own its assets and to carry on its business or a partnership formed under the Civil Code of Quebec and not dissolved;

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(b) Power and Authority – Vendor has good and sufficient power, authority and right to enter into and deliver this Agreement as well as all other agreements to be executed and delivered by Vendor pursuant to and in connection with the terms of this Agreement and to perform the obligations contemplated hereby and thereby to be performed by it, and each Shareholder will at the Time of Closing have good and sufficient power, authority and right to sell and transfer the Purchased Shares it owns to Purchaser;

(c) Necessary Corporate Action – Vendor has taken all necessary actions, steps and corporate and other proceedings to approve or authorize, validly and effectively, the entering into, and the execution, delivery and performance of, this Agreement and the transactions contemplated hereby, as well as all other agreements to be executed and delivered by Vendor pursuant to and in connection with the terms of this Agreement. At the Time of Closing, each Shareholder will have taken all necessary actions, steps and corporate and other proceedings to approve or authorize, validly and effectively, the sale and transfer of the Purchased Shares it owns to Purchaser. This Agreement and all such other agreements between any or all of Vendor, the Shareholders and Purchaser to be entered into pursuant to and in connection with the terms of this Agreement to which Vendor is, or on the Closing Date, the Vendor or the Shareholders will be, a party are or will be, as the case may be, legal, valid and binding obligations of Vendor and the Shareholders, as applicable, enforceable against Vendor and the Shareholders in accordance with their terms, subject to:

(i) bankruptcy, insolvency, moratorium, reorganization and other Laws relating to or affecting the enforcement of creditors’ rights generally, and

(ii) the fact that equitable remedies, including the remedies of specific performance and injunction, may only be granted in the discretion of a court;

(d) No Violation – subject to satisfaction of the conditions in Section 5.2(1)(f) (CRTC Approval), the execution, delivery and performance of this Agreement and each of the other agreements to be executed and delivered by Vendor or any Shareholder pursuant to and in connection with the terms of this Agreement by Vendor or any Shareholder and the completion of the transactions contemplated hereby, do not and will not constitute or result in a violation, breach of or default under:

(i) any term or provision of the articles, by-laws or other constating documents or partnership agreement, as applicable, of Vendor or any Shareholder;

(ii) any director or shareholder resolution of Vendor or any Shareholder;

(iii) any term of any indenture, agreement (written or oral), instrument or understanding or other obligation or restriction to which Vendor or a

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Shareholder is a party or by which: (A) it is bound or affected, or (B) at the Time of Closing, any of the Purchased Shares are bound or affected, or

(iv) any term or provision of any Permits or any other licenses, registrations or qualification of Vendor or any Shareholder or any Order or any Law or Regulation;

except in the case of (iii)(A) or (iv) where such violation would not have a Material Adverse Effect;

(e) No Actions – there are no Actions (i) filed by, on behalf of, or against Vendor or any Shareholder, (ii) imposed by any Governmental Authority, whether or not insured or, to the Knowledge of Vendor, threatened and which may reasonably be expected to materially adversely affect the ability of Vendor to complete the transactions contemplated hereby;

(f) Residency – neither Vendor nor any Shareholder is, or on the Closing Date will be, a non-resident of Canada for the purposes of the Income Tax Act;

(g) Purchased Shares – at Closing, Purchaser will acquire the legal and beneficial ownership of the Purchased Shares free and clear of any and all Security Interests;

(h) Rights of Others – no Person other than Purchaser has any oral or written agreement, option, warrant, right, privilege or any other right capable of becoming any of the foregoing, for the purchase of the Purchased Shares;

(i) Consents, Approvals, Etc. – subject to satisfaction of the conditions in Sections 5.2(1)(e) (closing of Arrangement) and 5.2(1)(f) (CRTC Approval) and except as set out in Schedule 3.1(1)(i), no consent, approval, Permit, Order or authorization, or filing with any Governmental Agency or other Person is required by Vendor or any Shareholder in connection with (a) the Closing, (b) the execution and delivery by Vendor of this Agreement or by Vendor or any Shareholder of any other agreements to be executed and delivered by Vendor or the Shareholders pursuant to and in connection with the terms of this Agreement to which it is, or will be, a party, or (c) the observance and performance by Vendor of its obligations under this Agreement and by Vendor or any Shareholder of any such other agreements, where the failure to obtain such consent, approval, Permit, Order or authorization or to make such filing would have a Material Adverse Effect; and

(j) Independence of Parties – The Parties are not Affiliates, and this Agreement and all other related commercial dealings amongst the Parties have been entered into at arm’s length.

3.2 Representations and Warranties regarding each Corporation and the Businesses

(1) Vendor represents and warrants to Purchaser that:

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(a) Corporate Standing of each Corporation – at the Time of Closing, each Corporation will be duly incorporated, organized and subsisting under the Laws of its jurisdiction of incorporation with corporate power to own its assets and to carry on its Business;

(b) Subsidiaries – at the Time of Closing, none of the Corporations will have any Subsidiaries and none of the Corporations will own, directly or indirectly, nor will have agreed to acquire, (i) any of the outstanding shares or securities convertible into shares of any other corporation, or (ii) any participating interest in any partnership, joint venture or other business enterprise;

(c) Corporate Records – at the Time of Closing, the constating documents and by- laws of each Corporation will have been made available to Purchaser for its review and will constitute all of the constating documents and by-laws of each Corporation, and will be complete and correct and in full force and effect;

(d) Authorized and Issued Capital – at the Time of Closing, the Purchased Shares will constitute all of the issued and outstanding shares or other securities of the Corporations and all of the Purchased Shares will be validly issued and outstanding as fully paid and non-assessable shares, free and clear of any Security Interests;

(e) Entitlements – at the Time of Closing, there will be no contract, option or any other right of another binding upon or which at any time in the future may become binding upon any of the Corporations to allot or issue any of the unissued shares or other securities of any of the Corporations or to create any additional class of shares or other securities or to transfer or sell any shares or other securities in any of the Corporations to any third party;

(f) No Violation – subject to satisfaction of the condition in Section 5.2(1)(f) (CRTC Approval), the completion of the transactions contemplated hereby by Vendor will not result in a violation, breach of or default under:

(i) any term or provision of any of the constating documents or by-laws of any Corporation,

(ii) any director or shareholder resolution of any Corporation,

(iii) subject to obtaining the consents set out in Schedule 3.2(1)(f)(iii), any term of any indenture, agreement (written or oral), instrument or understanding or other obligation or restriction to which any Corporation will be a party at the Time of Closing or by which it will be bound at the Time of Closing; or

(iv) any term or provision of any Permits or any other license, registration or qualification of any Corporation at the Time of Closing or any Order or any Law or Regulation,

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except in the case of (iii) and (iv) where such violation would not have a Material Adverse Effect. As of the date hereof, there are no material impediments to the actions required of Vendor necessary to complete the transactions contemplated hereby, except in respect of the closing of the Arrangement, CRTC Approval and as set out in Schedule 3.2(1)(f)(iii);

(g) Financial Information –the Financial Information:

(i) is derived from and in accordance with the Books and Records of Vendor and Astral as at the dates therein indicated and for the periods therein specified, and

(ii) fairly represents in all material respects the Reported EBITDA of the Businesses of the Stations on an aggregate basis for the periods therein specified;

(h) No Adverse Change – except as set out in Schedule 3.2(1)(h), since the end of the period for which the Financial Information is provided and until the entering into of this Agreement, there has been no change in the financial condition or operations of the Businesses, whether arising as a result of any change in Laws, revocation of any licence or right to do business, labour dispute, or otherwise, except changes occurring in the usual and ordinary course of business, which changes considered together would not have a Material Adverse Effect;

(i) Material Agreements – except for employment or other personal service agreements entered into in the ordinary course of business that are terminable on reasonable notice in accordance with Law, all contracts, licenses, leases, agreements, arrangements, instruments, undertakings, commitments and other obligations (written or oral) (or series of related contracts, licenses, leases, agreements, arrangement, instruments, undertakings, commitments and other obligations (written or oral)) which were entered into in relation to the Businesses and which are in force and that (i) provide for the expenditure of $20,000 or more over the term, (ii) have a term of 2 years or more and cannot be cancelled on notice of 90 days or less, (iii) relate to any indebtedness in excess of $20,000 or the guarantee of indebtedness in excess of $20,000 of any other Person, (iv) that were entered into outside of the ordinary course of the operations of the Businesses, or (v) restrict the freedom of the Businesses to operate or compete in any way, including in a line of business or geographic space, or contain any “key man” or similar provision (collectively, the “Material Agreements”), are listed in Schedule 3.2(1)(i). Each of the Material Agreements is in full force and effect and is unamended and there are no outstanding defaults or breaches under any of the Material Agreements on the part of the entities carrying on the Businesses which would have a Material Adverse Effect; or, to the Knowledge of the Vendor, of any other Person party to any Material Agreement which would have Material Adverse Effect; true, correct and complete copies of each of the Material Agreements have been made available to Purchaser;

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(j) Real Property –

(i) at the Time of Closing, none of the Corporations will own any real property.

(ii) the leases described in Schedule 3.2(1)(j) (the “Leases”) are the only real property leases used exclusively or primarily for the conduct of the Businesses and that will, at the Time of Closing, be used exclusively or primarily for the conduct of the Businesses and for the conduct of the business of the Corporations’ Affiliates conducting radio broadcasting operations in the same geographic market;

(iii) Schedule 3.2(1)(j) sets forth for each of the Leases, the municipal address, the identity of the landlord, the annual rent due, and the date on which the term of the Lease will end;

(iv) the Leases are in full force and effect and there are no outstanding material non-curable defaults (or events which would constitute material non- curable default with the passage of time or giving of notice or both) under the Leases on the part of the entities carrying on the Businesses, or to the Knowledge of the Vendor, of any other Person party to the Leases;

(v) all Improvements are in good condition, repair and proper working order, having regard to their use and age, except as would not have a Material Adverse Effect; and

(vi) a true, correct and complete copy of the Lease has been made available to Purchaser;

(k) Properties and Assets – Each entity that carries on the Businesses owns the assets that are reflected as being owned by it in the Books and Records of such entity, free and clear of all Security Interests, except for Permitted Encumbrances. All rights of such entities conveyed to the Corporations prior to the Time of Closing pursuant to the Asset Transfer Agreements shall be conveyed free and clear of all Security Interests, except for Permitted Encumbrances;

(l) No Debt – at the Time of Closing, no Corporation will have any indebtedness other than future income tax liabilities, the Assumed CRTC Obligations and other CRTC obligations referred to in Section 2.5 or indebtedness accounted for in the calculation of Working Capital;

(m) Broadcasting Certificates and Broadcasting Licences – except as disclosed in Schedule 3.2(1)(m), each Broadcasting Certificate and Broadcasting Licence is valid and subsisting in good standing and in full force and effect, and all conditions, expectations and CCD (as defined by the CRTC) comprised in each Broadcasting Licence have been complied with in all material respects;

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(n) No Sale Obligation – at the Time of Closing, there will be no contract, option, or any other right of another Person binding upon or which at any time in the future may become binding upon any Corporation to sell, transfer, assign or in any other way dispose of any part of the assets of such Corporation other than immaterial assets and other assets sold in the ordinary course of business;

(o) Employment Matters -

(i) the Employee List sets forth as at the date hereof:

(A) the titles of all Employees together with the location of their employment;

(B) the entity employing each of the Employees (collectively, the “Employing Entities”);

(D) the rate of annual remuneration and other compensation of each Employee, including any bonuses; and

(E) total annual compensation, including commissions, of sales persons or other Employees paid on commissions;

(ii) Schedule 3.2(1)(o)(ii) sets forth a list as of the date hereof of all written employment or service contracts by which any Employing Entity listed in the Employee List is bound with any Employee other than oral contracts of indefinite hire terminable without cause on reasonable notice and true, correct and complete copies of all such employment or service contracts have been made available to Purchaser;

(iii) except for the retention bonuses described in Schedule 1.1(gg), no Employee is entitled to any payment, other compensation, benefits or other rights contingent upon the Closing or any of the transactions contemplated by this Agreement;

(iv) the Employing Entities are, and have been, in compliance, in all material respects, with all Laws and internal policies respecting employment and employment practices in respect of the Employees (including all applicable employment standards, employment equity, human rights, privacy, and occupational health and safety legislation), terms and conditions of employment and wages (including overtime pay) and hours of work, and are not engaged in any unfair labour practice, other than any non-compliance that would not have a Material Adverse Effect;

(v) there are no Claims, pending Claims, nor, to the Knowledge of Vendor, threatened Claims pursuant to any Laws relating to the Employees, including with respect to employment standards, employment equity,

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human rights, privacy, and occupational health and safety legislation; to the Knowledge of Vendor, nothing has occurred that might lead to such a Claim under any such Laws, except as would not have a Material Adverse Effect;

(vi) the Employing Entities are not delinquent in payments to any such Employees for any wages or other direct compensation, including bonuses, incentive pay, overtime pay, holiday pay, commissions and any other forms of compensation for any services performed by them; and

(vii) all current assessments under Laws related to workers’ compensation insurance relative to the Employees, if any, have been paid or accrued in the Books and Records of the Businesses;

(p) Collective Agreements – except as disclosed in Schedule 3.2(1)(p) no trade union has bargaining rights in respect of either Business or any Employees, the Businesses are not bound to any Collective Agreement with respect to any Employees or persons performing on site services for either Business, and, to the Knowledge of Vendor, (i) as at the date of this Agreement no union organization campaign exists with respect to any Employees and no request or petition for union representation has been filed or made, and (ii) during the Interim Period no union organization campaign will exist with respect to any Employees and no request or petition for union representation will have been filed or made except as would not have a Material Adverse Effect;

(q) Benefits Plans

(i) Schedule 3.2(1)(q) contains a true and complete list of all the Benefit Plans maintained by each Employing Entity;

(ii) none of the Benefit Plans is a Multi-Employer Plan;

(iii) current and complete copies of all written Benefit Plans as amended to date or, where oral, written summaries of the terms thereof, and all booklets and communications concerning the Benefit Plans which have been provided to Employees entitled to benefits under the Benefit Plans have been made available to the Purchaser together with copies of all material documents relating to the Benefit Plans;

(iv) the Employing Entities have no formal plans and have not made any promise or commitment, whether legally binding or not, to create any additional benefit plans that would be considered to be Benefit Plans once created or to improve or change the benefits provided under any Benefit Plan;

(v) all employer and employee payments, contributions and premiums required as of the Time of Closing to be remitted, paid to or, in respect of

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each Benefit Plan, payable, have been paid or remitted in a timely fashion in accordance with the terms of the Benefit Plans and all Laws; and

(vi) each Benefit Plan is, and has been, established, registered, amended, funded, administered and invested in compliance with the terms of such Benefit Plan (including the terms of any document in respect of such Benefit Plan), all Laws and the Collective Agreements, as applicable; Vendor or the Employing Entities have not received in the last six years, or to the Knowledge of Vendor at any time, any notice from any Person questioning or challenging such compliance; and there is no investigation by a Governmental Authority or Claims (other than routine claims for payment of benefits) pending or, to the Knowledge of Vendor, threatened involving any Benefit Plan or its assets and, to the Knowledge of Vendor, no facts exists which could reasonably be expected to give rise to any such investigation or Claim (other than routine claims for payment of benefits);

(r) No Actions etc. – except as disclosed in Schedule 3.2(1)(r), there are no:

(i) Actions relating to the Businesses (other than Orders and Notices of general application) that would have a Material Adverse Effect, or

(ii) matters under discussion with Governmental Authorities relating to the Businesses that would have a Material Adverse Effect;

whether or not insured, nor to the Knowledge of Vendor, are any of the foregoing threatened nor, to the Knowledge of Vendor, is there any reasonable basis upon which any of the foregoing could be asserted;

(s) Intellectual Property – set out in Schedule 3.2(1)(s) is a list of all registered trademarks, trade names, patents and copyrights, trade mark registration applications and patent registration applications, both domestic and foreign, that is material to the Business of each Station as currently conducted, whether owned by or licensed to the entity that owns the Station (the “Intellectual Property”). All such Intellectual Property is currently in good standing with the relevant intellectual property office. At the Time of Closing, each of the Corporations will have rights to use, in its Business, the Intellectual Property which is not owned by such Corporation. At the Time of Closing, no Person shall have any right, licence or permission to use any portion of the Intellectual Property which is owned by such Corporation. At the Time of Closing, except for the rights granted under the Trademark License Agreement, the Corporations shall not be obligated to pay any royalties, fees or other compensation to any Person in respect of the Corporations’ ownership, use or license of the Intellectual Property. To the Knowledge of Vendor, the conduct of the Business of each Station does not infringe on or otherwise violate the intellectual property rights of any Person;

(t) Environmental

Except as set forth in Schedule 3.2(1)(t),

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(i) the Businesses comply with Environmental Laws in all material respects;

(ii) to the Knowledge of Vendor, there are no Hazardous Substances in violation of Environmental Laws located on, in, under or migrating from or to all or any part of the Leased Premises or the premises subject to the Transmitter Site Agreement, except as would not have a Material Adverse Effect; and

(iii) to the Knowledge of the Vendor, there are no conditions, events or circumstances relating to the Leased Premises or the premises subject to the Transmitter Site Agreement that could give rise to liability of Vendor or the Corporations or Claims against Vendor or the Corporations under Environmental Laws, except as would not have a Material Adverse Effect;

(u) Compliance with Applicable Law and Conduct of Business – at the Time of Closing, each Corporation (i) will be qualified to carry on business in the jurisdictions in which each Corporation will carry on its Business at the Time of Closing, (ii) will have conducted and will be conducting its Business in compliance in all material respects with all applicable Laws, and (iii) will hold all Permits necessary to carry on its Business, will be conducting its Business in compliance therewith in all material respects and no Notices with respect to the termination, revocation or suspension thereof will have been received;

(v) Condition of Tangible Personal Property – the Tangible Personal Property is in good condition, repair and (where applicable) proper working order, having regard to its use and age, except as would not have a Material Adverse Effect;

(w) Accounts Receivable – at the Time of Closing, the Accounts Receivable will be, to the Knowledge of Vendor, good and collectible at the aggregate recorded amounts, except to the extent of any reserves and allowances for doubtful accounts provided for such Accounts Receivable in the Financial Information;

(x) Non-Arm’s Length Transactions – other than as contemplated in this Agreement or in the schedules hereto or as agreed to between Vendor and Purchaser, no director or officer or Employee, and none of Vendor, Astral and their respective Affiliates or any other Person not dealing at arm’s length (as such term is defined for purposes of the Income Tax Act) with, any of the Vendor, the Shareholders, the Corporations, the Stations or Astral, is engaged in any transaction or arrangement with or is a party to any contract, agreement or license with, or has any indebtedness, liability or other obligation to, either of the Stations or the Corporations or in connection with which the Corporations would have any liabilities or obligations from or after the Time of Closing, except for employment arrangements with Employees and directors’ fees;

(y) Assets of the Corporations – prior to the Time of Closing, the Corporations will own or have the right to use the assets, property and rights transferred to the Corporations pursuant to the Asset Transfer Agreements; and

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(z) Business of the Corporations – prior to acquiring the Businesses, each of the Corporations shall not have owned any assets, incurred any liabilities or obligations, carried on any businesses or employed any Persons.

3.3 Survival of Representations and Warranties of Vendor

(1) The representations and warranties of Vendor set forth in Sections 3.1 and 3.2 shall survive the completion of the sale and purchase of the Purchased Shares herein provided for and, notwithstanding such completion, will continue in full force and effect for the benefit of Purchaser in accordance with the terms hereof.

(2) Notwithstanding any other provision in this Agreement, including Section 3.3(1) above, Vendor shall not have any liability to Purchaser in respect of any breach of the representations and warranties set forth in Sections 3.1 and 3.2 (other than those in Sections 3.1(1)(a) (Corporate Standing of Vendor), 3.1(1)(b) (Power and Authority), 3.1(1)(c) (Necessary Corporate Action), 3.1(1)(g) (Purchased Shares), 3.1(1)(h) (Rights of Others), 3.2(1)(a) (Corporate Standing of each Corporation), 3.2(1)(d) (Authorized and Issued Capital), 3.2(1)(e) (Entitlements), 3.2(1)(l) (No Debt) and 3.2(1)(z) (Business of the Corporations) (collectively, the “Vendor’s Core Representations”), which shall survive indefinitely and those in Section 3.2(1)(t) (Environmental), which shall survive for three years from the Closing Date) after a period of 18 months from the Closing Date, except for any Claim made in respect thereof prior to the end of such periods, as applicable, and except for Claims against Vendor based on intentional misrepresentation or fraud which may be made at any time.

3.4 Representations and Warranties of Purchaser

Purchaser represents and warrants to Vendor that:

(a) Corporate Standing –Purchaser is a corporation duly incorporated, organized and subsisting under the Laws of its jurisdiction of incorporation and has the corporate power to own its assets and to carry on its business;

(b) Power and Authority – Purchaser has good and sufficient power, authority and right to enter into and deliver this Agreement as well as all other agreements to be executed and delivered by Purchaser pursuant to and in connection with the terms of this Agreement and subject to the satisfaction of the condition set out in Section 5.1(1)(f) (CRTC Approval), to perform the obligations contemplated hereby and thereby to be performed by it;

(c) Necessary Corporate Action of Purchaser –Purchaser has taken all necessary actions, steps and corporate and other proceedings to approve or authorize, validly and effectively, the entering into, and the execution, delivery and performance of, this Agreement, the purchase of the Purchased Shares by it as contemplated herein, as well as all other agreements to be executed and delivered by it pursuant to and in connection with the terms of this Agreement. This Agreement and all such other agreements between Purchaser and Vendor to be entered into pursuant to and in connection with the terms of this Agreement or to implement the transactions contemplated hereby to which Purchaser is or, on the Closing Date

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will be, a party are or will be, as the case may be, legal, valid and binding obligations of Purchaser enforceable against it in accordance with their terms, subject to:

(i) bankruptcy, insolvency, moratorium, reorganization and other Laws relating to or affecting the enforcement of creditors’ rights generally, and

(ii) the fact that equitable remedies, including the remedies of specific performance and injunction, may only be granted in the discretion of a court;

(d) No Violation – subject to satisfaction of the condition in Section 5.1(1)(f) (CRTC Approval), the execution, delivery and performance of this Agreement and each of the other agreements to be executed and delivered pursuant to and in connection with the terms of this Agreement by Purchaser and the completion of the transactions contemplated hereby, do not and will not constitute or result in a violation, breach of or default under:

(i) any term or provision of any of the articles, by-laws or other constating documents of Purchaser,

(ii) any director or shareholder resolution of Purchaser,

(iii) any material term of any indenture, agreement (written or oral), instrument or understanding or other obligation or restriction to which Purchaser is a party or by which it is bound,

(iv) any term or provision of any licenses, registrations or qualification of Purchaser or any Order or any Law or Regulation, or

except in the case of (iii) and (iv) where such violation would not reasonably be expected to have a material and adverse effect on the ability of Purchaser to complete the transactions contemplated hereby; as of the date hereof, there are no material impediments to the actions required of Purchaser necessary to complete the transactions contemplated hereby, except in respect of the closing of the Arrangement, CRTC Approval and as set out in Schedule 3.2(1)(f)(iii);

(e) No Actions – there are no actions, suits or proceedings (i) filed by, on behalf of, or against Purchaser or (ii) imposed by any Governmental Authority, whether or not insured, or, to the Knowledge of Purchaser, threatened and, in each case, which may reasonably be expected to materially adversely affect the ability of Purchaser to complete the transactions contemplated hereby;

(f) Consents, Approvals, Etc. – subject to satisfaction of the condition in Section 5.1(1)(f) (CRTC Approval), no consent, approval, Permit, Order or authorization, or filing with any Governmental Agency or other Person is required by Purchaser in connection with (a) the Closing, (b) the execution and delivery by Purchaser of this Agreement or any other agreements to be executed and delivered

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by Purchaser pursuant to and in connection with the terms of this Agreement to which it is, or will be, a party, or (c) the observance and performance by Purchaser of its obligations under this Agreement and any such other agreements, where the failure to obtain such consent, approval, Permit, Order or authorization or to make such filing would reasonably be expected to materially adversely affect the ability of Purchaser to complete the transactions contemplated hereby;

(g) Share Ownership –

(i) during the period commencing on January 1, 2012 and ending at the Time of Closing, the Purchaser, together with Purchaser Parent and with persons controlled by Purchaser Parent (for purposes of the Income Tax Act) did not and will not own any shares of any class in the capital of Astral, directly or indirectly, through a trust or partnership;

(ii) to the Knowledge of Purchaser, after reasonable enquiry, no person listed in Schedule 3.4(g) owned, either alone or together, 10% or more of the shares of any class in the capital of Purchaser or of a corporation related to Purchaser and that has a significant direct or indirect interest in any shares of Purchaser at the Time of Closing; and

(iii) during the period commencing on January 1, 2012 and ending at the Time of Closing, Purchaser, Purchaser Parent and their respective Affiliates together, to the Knowledge of Purchaser after reasonable enquiry, with persons that are related to Purchaser or Purchaser Parent (for purposes of the Income Tax Act), did not own, directly or indirectly, through a trust or a partnership, 10% or more of the shares of any class in the capital of Astral.

(h) No Partner – Purchaser has not entered into any agreement with nor does it have any partners not disclosed to the Vendor pursuant to which Purchaser would not be considered the sole purchaser in respect of the transactions contemplated herein;

(i) Qualified Corporation – Purchaser is a “Canadian” within the meaning of the Direction to the CRTC (Ineligibility of Non-Canadians), SOR/97-192, as amended from time to time, and is “Canadian” as defined in the Investment Canada Act (Canada), and, without limiting the generality of the foregoing, Purchaser is not controlled in fact either directly or indirectly by Persons who are non-Canadians;

(j) Independence of Parties – The Parties are not Affiliates, and this Agreement and all other related commercial dealings amongst the Parties have been entered into at arm’s length; and

(k) Continued Operation of the Business of the Company – It is the intent of the Purchaser that the Businesses will be continued by the Corporations (or other

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Affiliates of Purchaser) following the acquisition of the Purchased Shares by the Purchaser.

3.5 Survival of Representations and Warranties of Purchaser

(1) The representations and warranties of Purchaser set forth in Section 3.4 shall survive the completion of the sale and purchase of the Purchased Shares herein provided for and, notwithstanding such completion, will continue in full force and effect for the benefit of Vendor in accordance with the terms thereof.

(2) Notwithstanding any other provision of this Agreement, including Section 3.5(1) above, Purchaser shall not have any liability to Vendor in respect of any breach of the representations and warranties set forth in Section 3.4 (other than Sections 3.4(a), 3.4(b) and 3.4(c) (collectively, the “Purchaser’s Core Representations”), which shall survive indefinitely, and Section 3.4(g)(i)) after a period of 18 months from the Closing Date, and in respect of any breach of the representations and warranties set forth in Section 3.4(g)(i) after a period of 30 Business Days after the expiration of the last of the limitation periods contained in the Income Tax Act and any other applicable legislation imposing Tax subsequent to the expiration of which an assessment, reassessment or other form of recognized document assessing liability for Tax cannot be issued, except for any Claim made in respect thereof prior to the end of any such period, and except for Claims against Purchaser based on intentional misrepresentation or fraud which may be made at any time.

ARTICLE 4 – COVENANTS

4.1 Tax Matters

(1) Vendor shall be responsible and shall indemnify Purchaser for Taxes payable by each Corporation for periods or portions of periods ending on or prior to the Closing Date, except to the extent that such Taxes are taken into account in computing the Working Capital as of the Closing Date as adjusted under Section 2.3 hereof.

(2) Vendor shall prepare or cause to be prepared and filed all Tax Returns of each Corporation required to be filed after the Closing Date in respect of periods ending on or before or which include the Closing Date. Purchaser covenants that it will provide reasonable cooperation, and will cause each Corporation and any successor to a Corporation by amalgamation, liquidation or other means to provide reasonable cooperation, with Vendor in order to facilitate preparation of such Tax Returns, including by providing Vendor reasonable access to all records of each Corporation and reasonable access to and cooperation from accounting and tax personnel.

(3) Vendor shall have the right to prepare or cause to be prepared and filed any amended Tax Returns of each Corporation that Vendor determines are necessary to be filed after the Closing Date in respect of periods ending on or before or which include the Closing Date. Purchaser shall not file, or permit there to be filed, any such amended Tax Returns in respect of any such periods except with the written consent of Vendor which shall not be unreasonably withheld. The obligations of Vendor hereunder with respect to any Tax Claim shall not extend to or include any Tax Claim relating to a period ending on or before or which includes the

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Closing Date arising from any settlement with a Governmental Authority by Purchaser or any other action by Purchaser or each Corporation from and after the Closing Date unless the written approval of Vendor, not to be unreasonably withheld or delayed, has been given to such settlement or other action, unless Vendor has decided not to represent the interest of such Corporation in respect of such Tax Claim as herein provided.

(4) Purchaser shall notify Vendor in writing within 10 Business Days of receipt by any Corporation or any successors to a Corporation by amalgamation, liquidation or otherwise of written notice of any pending or threatened Tax audits or assessments or reassessments of Taxes relating to a taxation year of such Corporation ending on or prior to the Closing Date (a “Tax Claim”). Vendor shall, at its own expense, have the right, with counsel of its choice, to represent the interests of such Corporation or any successors to such Corporation (in the name of such company where necessary) in any Tax audit or administrative or court proceeding relating to taxation years of such Corporation ending on or prior to the Closing Date and to control the conduct of such audit or proceeding, including settlement or other disposition thereof. Vendor shall notify Purchaser of any such decision to represent the interests of such Corporation in writing at least 30 days prior to the date upon which the right to contest, object or appeal an assessment or decision in respect of a Tax Claim expires, except in the case where the period to contest, object or appeal is 60 days or less, in which case such notice shall be given at least 15 days prior to such expiry date. Any such notice provided by Vendor shall be irrevocable and final. If Vendor fails to provide such notice by such applicable date, Vendor shall be deemed to have provided notice of its decision not to represent the interests of such Corporation in respect of such Tax Claim. Any settlement or other disposition to be agreed upon by Vendor in respect of a Tax Claim shall not have the effect of increasing the amount of Taxes or reducing any loss of each Corporation or any successors to a Corporation in respect of periods ending after the Time of Closing unless such Taxes or such reduction arise due to a decrease in the amount of losses that were realized in periods ending on or before or which include the Closing Date. Purchaser agrees that it will co-operate, and cause each Corporation or any such successor to a Corporation and their respective auditors, accountants and counsel to provide reasonable cooperation to Vendor and their counsel in the defence of, or compromise of, any Tax Claim in any such audit or proceeding. Purchaser shall upon reasonable notice afford to Vendor reasonable access to such employees of Purchaser, each Corporation or any such successors as have knowledge of the matters relating to any such Tax Claim. Vendor shall keep Purchaser (including its counsel or other representatives as notified in writing by Purchaser) informed of all material developments in connection with such Tax Claims and Purchaser shall have the right at its expense to participate in the audit or proceedings.

(5) Where Vendor chooses not to exercise its rights to represent the interests of each Corporation in respect of a Tax Claim pursuant to Section 4.1, Purchaser shall be under no obligation to contest or challenge such Tax Claim.

(6) Where Vendor chooses to exercise its rights to represent the interests of each Corporation in respect of a Tax Claim pursuant to Section 4.1, and by virtue of any Law, all or any portion of the amount in dispute is required to be paid prior to the resolution of such matter, Vendor shall pay or cause to be paid such amount within the required time period. Upon resolution of such matter, if the amount of any liability of such Corporation under the Tax Claim, as finally determined, is less than the amount that was paid or caused to be paid by Vendor,

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Purchaser shall, forthwith after receipt of the difference by any of Purchaser, the Corporation or any successor thereof, from any Governmental Authority, pay or cause to be paid to Vendor the amount of such difference (including any interest received thereon) after deduction of an amount equal to the amount of Taxes, if any, payable by the recipient as a result of the receipt of such amount, on the assumption that such recipient had no deductions for the purposes of calculating its income.

(7) If a refund of Taxes is received by, or credited to the account of, any of Purchaser, any Corporation or any successor to a Corporation by amalgamation, liquidation or otherwise in respect of a taxation year ending on or prior to or which includes the Closing Date, other than an amount included in the Working Capital as of the Closing Date, such recipient shall pay such amount (including any interest received thereon) to Vendor as an increase in the Purchase Price, after deduction of an amount equal to the amount of Taxes, if any, payable by the recipient as a result of the receipt or crediting of such refund, on the assumption that such recipient had no deductions for the purposes of calculating its income.

(8) The failure by Purchaser to give to Vendor the notice required by Section 4.1 with respect to any Tax Claim relating to Tax matters shall relieve Vendor of its obligations with respect to such Tax Claim to the extent only that such failure materially adversely affects Vendor.

(9) In the event that Vendor shall retain counsel pursuant to Section 4.1(4), Purchaser shall have the right to retain its own counsel but the fees and expenses of such counsel shall be borne solely by Purchaser.

(10) For greater certainty, Vendor shall be responsible for any penalties that may result from a late filing of the Tax elections with respect to the transfer of assets to each Corporation occurring prior to the date hereof.

(11) Vendor and Purchaser shall make the election under subsection 256(9) of the Income Tax Act such that the acquisition of control of each of the Corporations shall be deemed to have occurred at the Time of Closing, and not at the beginning of the Closing Date. Such election shall be made in the tax return of each Corporation for the taxation year ending immediately before the Time of Closing.

4.2 Covenants of Vendor

(1) Purchaser acknowledges that, if the Closing does not occur forthwith following the closing of the Arrangement as provided in Section 2.4(2) such that the BCE Trust Arrangements are entered into pending the Closing, the BCE Trustee shall have full power and authority to conduct the Business of each Corporation as is usual for trust arrangements of the type of the BCE Trust Agreement and agrees that any action or omission by the BCE Trustee in the conduct of the Business of each Corporation shall, notwithstanding any provision hereto to the contrary, be permitted during the Interim Period, it being understood that any such action or omission by the BCE Trustee shall not limit Purchaser’s rights under this Agreement, including its right to indemnification pursuant to Section 4.2(3), if the result of such act or omission is that Vendor has breached a covenant herein set forth or a representation or warranty of Vendor made

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herein is not true and correct at the Time of Closing. Vendor agrees that if the BCE Trust Arrangements are entered into prior to Closing, it shall, subject to the terms of the BCE Trust Arrangements, make commercially reasonable efforts to cause the BCE Trustee to act in a manner consistent with the covenants set forth in this Agreement.

(2) Vendor shall take or refrain from taking all such actions as are within its power to control, and use reasonable commercial efforts to cause other actions to be taken or refrained from being taken which are not within its power to control, so as to ensure compliance with each of the conditions and covenants set forth in Section 5.1 (other than the conditions set forth in Section 5.1(1)(f) (in respect of which all obligations under this Agreement are set forth in Section 4.5) and Section 5.1(1)(e)), Section 5.2 (other than the conditions set forth in Section 5.2(1)(f) (in respect of which all obligations under this Agreement are set forth in Section 4.5) and Section 5.2(1)(e)), and Article 4 which are for the benefit of any other Party.

(3) Vendor hereby agrees to indemnify and save Purchaser Parent, Purchaser, their Subsidiaries and their respective shareholders, officers, directors, employees and agents (each a “Purchaser Indemnitee”) harmless from and against any Claims which may be made or brought against a Purchaser Indemnitee or which a Purchaser Indemnitee may suffer or incur as a result of, in respect of or arising out of:

(i) any breach of any covenant or agreement on the part of Vendor contained in this Agreement; and

(ii) any breach of any representation or warranty contained in Section 3.1 or 3.2;

other than in respect of Tax Claims pursuant to which Vendor’s sole obligations are set out in Section 4.1.

In executing this Agreement, Purchaser, for the purposes of this Section 4.2(3), is entering into this Agreement on its own behalf and as trustee and agent for Purchaser Indemnitees.

(4) Notwithstanding any other provisions of this Agreement or of any agreement, certificate or other document made in order to carry out the transactions contemplated hereby, the obligations of indemnification by Vendor pursuant to Section 4.2(3) will be:

(i) subject to the limitations referred to in Section 3.3 hereof with respect to the representations and warranties by Vendor;

(ii) subject to the limitations of liability set out in Sections 4.8(1), 4.8(2), 4.8(3), 4.8(6) and 4.8(7); and

(iii) subject to the provisions of Section 4.7 hereof.

(5) All amounts payable by Vendor to a Purchaser Indemnitee pursuant to Section 4.2(3) will be deemed to be a decrease to the Purchase Price.

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(6) Vendor shall, to the extent within its reasonable control, use its reasonable commercial efforts to obtain and provide, as applicable, the consents of any Person that is required to be obtained, and the Permits of, or notifications to, any Governmental Authority as are required to be obtained or provided by Vendor in connection with the execution, delivery or performance by Vendor of this Agreement or the completion of any of the transactions contemplated hereby, and shall cause its officers and directors not to, at any time, enter into any agreements, take any actions or steps, or otherwise engage in any conduct which may hinder or impede the completion of the transactions contemplated hereby.

(7) Without limiting the generality of Section 4.2(6), Vendor shall obtain, to the extent that it is within its power to do so, and shall use its reasonable commercial efforts to obtain to the extent that it is not within its power to do so, prior to the Time of Closing the consents set out in Section 3.2(1)(f)(iii) in respect of agreements entered into solely with an Affiliate of Astral.

(8) Vendor agrees that during the Interim Period, it will act as follows in respect of the Businesses and the Corporations and use commercially reasonable efforts to cause the owners of the Stations to act as follows:

(a) Conduct Business in Ordinary Course – except as otherwise contemplated or permitted by this Agreement or the Reorganization:

(i) to use commercially reasonable efforts to preserve and protect the Business of each Station and its goodwill and maintain good business relationships with its customers, suppliers and distributors; and

(ii) to carry on the Businesses with reasonable diligence and in the ordinary course and in compliance in all material respects with all applicable Laws and Permits.

(b) Contracts – in connection with the Businesses or as otherwise contemplated by this Agreement or the Reorganization, not (i) enter into any contracts, agreements, leases, obligations or commitments that would constitute a Material Agreement, (ii) materially amend any existing Material Agreements, or (iii) amend any other contracts, agreements, leases, obligations or commitments relating to the Businesses in a manner that would result in their becoming Material Agreements, without the prior written consent of Purchaser which shall not be unreasonably withheld or delayed; provided, however that for the purposes of this Section 4.2(8)(b), references to “$20,000” in the definition of “Material Agreement” shall be deemed to be replaced by “$50,000”;

(c) Taxes – (i) other than elections made in connection with the Reorganizations and elections made in the ordinary course of business in relation to Commodity Taxes, not to file any Tax elections relating to any Station without the prior written consent of Purchaser, not to be unreasonably withheld or delayed, (ii) not to settle or compromise any Tax liability that would adversely affect the Purchaser or

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either of the Corporations, or (iii) not to incur any liability for Taxes outside of the ordinary course of business or inconsistent with past custom or practice;

(d) Maintenance of Assets – other than as contemplated by the Reorganization, to maintain in all material respects all assets, whether owned or leased, exclusively or primarily based or held for use in the Businesses in the state of condition and repair as of the date of this Agreement (normal wear and tear excepted) and maintain insurance thereon up to and including the Closing Date comparable in amount, scope and coverage to that in effect on the date of this Agreement;

(e) Employees – (i) except for the payment of retention bonuses described in Schedule 1.1(gg), not to grant any bonuses, whether monetary or otherwise, or make any general wage or salary increase in respect of any Employees, change the terms of employment of any Employees, or enter into a written contract, agreement, or other arrangements with any Employees, in each case, except in the ordinary course of business and consistent with past practice, or (ii) hire or dismiss any senior-level Employees;

(f) Book and Records – to maintain the Books and Records of the Businesses in the ordinary course and completely and accurately in all material respects;

(g) Confer with Purchaser – to obtain the prior consent of Purchaser to any settlement or compromise of any material Actions, not to be unreasonably withheld or delayed, prior to giving its consent thereto; and

(h) Material Change – to promptly notify Purchaser in writing of any fact, change, circumstance, occurrence or non-occurrence or other event of which any Vendor Officer has become aware that will or may reasonably be likely to result in any of the conditions set forth in Section 5.1 becoming incapable of being satisfied; any such notice shall set out in reasonable detail the particulars of the fact, change, circumstance, occurrence, non-occurrence or other event and details of any actions being taken by Vendor to rectify such fact, change, circumstance, occurrence or non-occurrence or other event; no such notice will limit, relieve or otherwise affect the rights and remedies available to Purchaser.

provided, however, that Vendor will be deemed to have satisfied the obligations set out in this Section 4.2(8) for the period from the date hereof to the closing of the Arrangement if it has (a) used its commercially reasonable efforts to enforce each of the covenants set forth in Section 4.1 of the Arrangement Agreement to the extent that a failure to enforce such covenants would have a material adverse effect on the Business of either of the Stations and (b) not granted any waivers of any covenants or agreements made by Astral pursuant to the Arrangement Agreement to the extent any such waiver would have a material adverse effect on the Business of either of the Stations.

(9) Vendor shall, and shall cause each of its Affiliates to, receive and hold in trust for the benefit of the Corporations any amounts received by any of them following the Time of

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Closing on account of the Accounts Receivable accounted for in Working Capital and pay over such amounts to the Corporations or Purchaser as soon as reasonably practicable.

4.3 Employees

(1) On or before the Closing Date, as part of the Reorganizations, Vendor shall cause the Corporations to offer employment, effective from the Closing Date, to all Employees on terms and conditions of employment including position, salary, incentive compensation and group benefits (including pension and retirement benefits) that are reasonably comparable in the aggregate to the terms and conditions of employment enjoyed by the Employees immediately prior to the Closing Date (the “Offers of Employment”). However, subject to Section 4.6(6), no Offers of Employment shall include continued participation by any Employee in any Benefit Plan. The Offers of Employment shall recognize for all purposes the service date of each Employee as set forth on Schedule 1.1(gg). Vendor shall exercise reasonable efforts to persuade the Employees to accept the Offers of Employment.

(2) Vendor shall be solely responsible for all liability, cost or expense for severance, termination payments, pay in lieu of notice and like costs, whether under contract, statute, common law or civil law, arising on or after the Closing Date in connection with (i) any Employee who does not accept employment with the Corporations; and (ii) any failure by the Corporations to make an Offer of Employment to any Employee strictly in accordance with the covenants and agreements contained in this Section 4.3.

(3) During the Interim Period, Vendor will provide prompt written notice to Purchaser of any changes to the Employee List and shall provide Purchaser with the Employee List as at the Time of Closing.

4.4 Covenants of Purchaser

(1) Purchaser shall take or refrain from taking all such actions as are within its power to control, and use reasonable commercial efforts to cause other actions to be taken or refrained from being taken which are not within its power to control, so as to ensure compliance with each of the conditions and covenants set forth in Section 5.1 (other than the conditions set forth in Section 5.1(1)(f) (in respect of which all obligations under this Agreement are set forth in Section 4.5) and Section 5.1(1)(e)), Section 5.2 (other than the conditions set forth in Section 5.2(1)(f) (in respect of which all obligations under this Agreement are set forth in Section 4.5) and Section 5.2(1)(e)), and Article 4 which are for the benefit of any other Party; provided, however, to the extent that the conditions set forth in either Section 5.1 or Section 5.2 or the covenants of the Purchaser set forth in Article 4 are not satisfied or complied with as a result of, or in connection with, a misrepresentation, inaccuracy or breach of the representations and warranties set forth in either Section 3.4(g)(ii) or Section 3.4(g)(iii), or as a result of a breach of a covenant related to any representations or warranties set forth in Section 3.4(g)(ii) or Section 3.4(g)(iii), the Purchaser shall have no liability (provided that this exclusion shall not apply in case of fraud or intentional misrepresentation).

(2) Purchaser shall, to the extent within its reasonable control, use its reasonable commercial efforts to obtain and provide, as applicable, the consents of any Person that is

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required to be obtained, and the Permits of, or notifications to, any Governmental Authority as are required to be obtained or provided by Purchaser, on or before the Closing Date in connection with the execution, delivery or performance by Purchaser of this Agreement or the completion of any of the transactions contemplated hereby, and shall cause its officers and directors not to, at any time, enter into any agreements, take any actions or steps, or otherwise engage in any conduct which may hinder or impede the completion of the transactions contemplated hereby.

(3) Purchaser hereby agrees to indemnify and save Vendor, its Subsidiaries, and their respective shareholders, officers, directors, employees and agents, and the BCE Trustee, if any (each, a “Vendor Indemnitee”) harmless from and against any Claims which may be made or brought against a Vendor Indemnitee or which a Vendor Indemnitee may suffer or incur as a result of, in respect of or arising out of:

(i) any non-performance or non-fulfilment of any covenant or agreement on the part of Purchaser contained in this Agreement; and

(ii) any breach of any representation or warranty made by Purchaser contained in Section 3.4 of this Agreement, other than the representations and warranties contained in Section 3.4(g)(ii) and 3.4(g)(iii) (provided that this exclusion shall not apply in case of fraud or intentional misrepresentation).

In executing this Agreement, Vendor for the purposes of this Section 4.4(3) is entering into this Agreement of its own behalf and as trustee and agent for the Vendor Indemnitees.

(i) subject to the limitations referred to in Section 3.5 with respect to the representations and warranties by Purchaser;

(ii) subject to the limitations of liability set out in Sections 4.8(4), 4.8(5), 4.8(6) and 4.8(7); and

(iii) subject to the provisions of Section 4.7 hereof.

(5) All amounts payable by Purchaser to a Vendor Indemnitee pursuant to Section 4.4(3) will be deemed to be an increase to the Purchase Price.

(6) Purchaser acknowledges that, except as set forth in Sections 3.1 and 3.2, neither Vendor nor anyone acting on behalf of it has made any representation or warranty whatsoever either express or implied with respect to Vendor, each Corporation or their respective assets, liabilities or business activities, or the Businesses. Purchaser further acknowledges that Vendor has provided Purchaser with the opportunity to conduct all such inquiries, due diligence and investigations regarding Vendor, the Corporations and their respective assets, liabilities and business activities, the Businesses, and all such other matters as Purchaser considered necessary

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or desirable in connection with the consummation of the transactions contemplated in this Agreement.

(7) Without the prior written consent of Vendor, prior to the Time of Closing, Purchaser shall not, and shall cause its representatives not to, contact any suppliers or independent contractors to, or customers of, Vendor or any of its Subsidiaries (including each Corporation) or of the Businesses, any employees of Vendor or any of its Subsidiaries (including each Corporation) or of the Businesses, or counterparties to any contracts to which Vendor or any Subsidiary (including each Corporation) is party, or entered into in connection with the Businesses, unless and to the extent such contact relates to commercial activities unrelated to Vendor, its Subsidiaries and the Businesses.

(8) Purchaser shall notify Vendor promptly upon any representation or warranty made by it pursuant to Section 3.4 (other than the representations and warranties made pursuant to Sections 3.4(g)(ii) and 3.4(g)(iii)) becoming incorrect prior to Closing. With respect to the representations and warranties made by Purchaser pursuant to Sections 3.4(g)(ii) and 3.4(g)(iii), Purchaser shall notify Vendor promptly upon such representation and warranty becoming incorrect in any material respect prior to Closing; provided that Purchaser shall have no liability for any failure to notify Vendor of any representation or warranty made pursuant to Section 3.4(g)(ii) or Section 3.4(g)(iii) becoming incorrect. For the purposes of this Section 4.4(8), unless otherwise specified, each representation and warranty shall be deemed to be given at and as of all times from the date of this Agreement to the Closing Date. Any such notice shall set out particulars of the untrue or incorrect representation or warranty and details of any actions being taken by Purchaser to rectify the incorrectness. No such notice will relieve either Party of any right or remedy provided for in this Agreement.

4.5 CRTC Matters

(1) Purchaser shall use its best efforts and take any and all actions and steps required or advisable to obtain the CRTC Approval, including proposing, negotiating, agreeing to and implementing, in any fashion, any remedy; provided, however, that nothing in this Agreement shall require Purchaser to agree to or implement a material remedy.

(2) For greater certainty, Purchaser, on behalf of each Corporation, shall, as promptly as practicable, prepare a draft of all required documents, registrations, statements, petitions, filings and applications for the CRTC Approval in respect of the purchase and sale of the Purchased Shares of all of the Corporations as contemplated by this Agreement and deliver such draft application to Vendor no later than 7 days following the date hereof (or such later date as Vendor may agree in writing). The application for the CRTC Approval will include the commitment by Purchaser to honour the conditions of licence imposed by the CRTC on the licenses to be held by each Corporation and a proposed “tangible benefits package” equivalent to recent industry standards for transactions of this nature which shall include a proposed tangible benefits package of 6% of the value of the transaction contemplated herein as determined by the CRTC. Vendor shall be entitled to comment upon such application for the CRTC Approval, it being understood that Purchaser shall amend such application to reflect such comments inasmuch as it considers such comments to be appropriate, in its reasonable discretion. Purchaser agrees to request the CRTC to preserve the confidentiality of Schedule 1.1(gg) and

LEGAL_1:26194740.7 ABRIDGED - 37 - such other commercially sensitive information as the Parties may agree upon in writing, each acting reasonably, and to take all such steps, at its cost, to maintain the confidentiality of such Schedules. Vendor (or Purchaser on behalf of Vendor) shall file such application for the CRTC Approval no later than 15 days following the date hereof. Purchaser shall use reasonable commercial efforts to obtain the CRTC Approval in respect of the purchase and sale of the Purchased Shares of all of the Corporations as contemplated by this Agreement, including requesting that the CRTC process the application in the most expedited manner available and requesting the earliest possible hearing date for the consideration of the application by the CRTC, should such a hearing be deemed necessary, so as to allow the Closing Date to occur as soon as possible and in any event on or prior to the Outside Date. If the CRTC rejects the transactions contemplated in this Agreement, Purchaser shall appeal the decision and reapply to CRTC within 30 days of the CRTC decision with an application that addresses the matters raised by the CRTC and the provisions of this Section 4.5 shall apply to such new application, mutatis mutandis.

(3) Purchaser and Vendor shall cooperate with one another in connection with obtaining the CRTC Approval in respect of the purchase and sale of the Purchased Shares of all of the Corporations as contemplated by this Agreement, including providing or submitting on a timely basis all documentation and information that is required, or in the reasonable opinion of either Party, advisable, in connection with obtaining such CRTC Approval, provided that competitively sensitive information may be provided only to the external counsel of the other Party.

(4) Subject to Law, Purchaser and Vendor shall keep each other fully informed as to the status of and the processes and proceedings relating to obtaining the CRTC Approval, and shall promptly notify each other of any material notice or other material communication (including providing copies of any correspondence and deficiency responses) from any Governmental Authority in connection with obtaining the CRTC Approval, and neither Party shall make any submissions or filings, participate in any meetings or any material conversations with any Governmental Authority in respect of any filings, investigations or other inquiries related to the obtaining of the CRTC Approval unless it consults with the other Party in advance and gives the other Party the opportunity to review drafts of any such submissions or filings, and considers its comments in good faith, or attend and participate in any meetings or material communications. Despite the foregoing, submissions, filings or other written communications with any Governmental Authority may be redacted as necessary before sharing with the other Party to address reasonable attorney-client or other privilege or confidentiality concerns, provided that a Party shall provide external legal counsel to the other Party non-redacted versions of drafts or final submissions, filings or other written communications with such Governmental Authority on the basis that the redacted information will not be shared with its clients.

(5) For greater certainty, any changes or amendments proposed to be made by Purchaser to the application for CRTC Approval as filed, or any response to be filed in respect of a deficiency question, shall be submitted to Vendor for comments, prior to being filed, it being understood that Purchaser shall amend the application for CRTC Approval and responses to any deficiency questions to reflect such comments inasmuch as Purchaser considers such comments to be appropriate, in Purchaser’s reasonable discretion.

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(6) Time is of the essence and neither Party shall take any action that could reasonably be expected to negatively affect, hinder or delay the CRTC Approval or the completion of the purchase and sale of any of the Purchased Shares as contemplated herein.

(7) All costs and expenses incurred in connection with obtaining the CRTC Approval (including all filing fees, the costs and expenses of any tangible benefits package or any other regulatory levies, charges or payments) shall be borne by Purchaser, other than costs and expenses of any advisors retained by Vendor, including legal counsel, which shall be for the account of Vendor.

4.6 Benefit Plans

(1) Effective as of the Time of Closing, Purchaser shall establish or otherwise designate benefit plans (the “Purchaser Benefit Plans”) to provide benefits to the Employees in respect of the period after the Time of Closing. For greater certainty, nothing in this Section shall limit the right of Purchaser to, after the Time of Closing, amend or terminate in whole or in part any Purchaser Benefit Plans nor shall anything in this Agreement require any Purchaser Benefit Plans to replicate any particular benefit provided under a Benefit Plan, including any post-employment or post-retirement medical, dental, life insurance benefit or other similar benefits and arrangements in respect of any Employee (or any spouse, beneficiary or dependant of any Employee). Notwithstanding the foregoing, Purchaser shall (i) respect the Corporations’ obligations in respect of Offers of Employment under Section 4.3(1) and (ii) provide to any Employee that is terminated within 12 months following the Time of Closing with the same termination and severance benefits as such Employee would have received had his or her employment been terminated by the relevant Employing Entity immediately prior to the implementation of the Reorganization.

(2) Effective as of the Time of Closing, each Employee shall cease to participate in and accrue benefits under the Benefit Plans, and shall commence participation in the Purchaser Benefit Plans provided that if any Employee suffers a disability after the Closing Date and such disability is considered under the terms of the relevant Benefit Plan in which the Employee participated, to be a recurrence of a disability that occurred on or prior to the Closing Date that is eligible for coverage, then the relevant Benefit Plan shall, to the extent permitted under such Benefit Plan, make disability payments to such Employee in relation to such recurring disability.

(3) The Purchaser Benefit Plans shall, to the extent permitted by Laws, recognize all service with the Employing Entities as set out in Schedule 1.1(gg) and/or membership in the Benefit Plans for the purposes of determining eligibility for membership in and entitlement to benefits under the Purchaser Benefit Plans, but not for the purpose of benefit accrual under the Purchaser Benefit Plans that provide pension benefits.

(4) Vendor and the Employing Entities shall be responsible, in accordance with the terms of the applicable Benefit Plan, for any and all claims Incurred by the Employees (and their eligible spouses, beneficiaries and dependants) prior to the Time of Closing. The Purchaser shall be responsible, in accordance with the terms of the applicable Purchaser Benefit Plan, for any and all claims Incurred by the Employees (and their eligible spouses, beneficiaries and dependants) on and after the Time of Closing.

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(5) Subject to applicable Laws, Vendor shall or shall cause the Employing Entities to provide to Purchaser, as soon as practicable after the Closing Date, such data, records, documentation and information relating to the Employees and their participation in any Benefit Plan as Purchaser may reasonably require for the administration of the Purchaser Benefit Plans.

(6) Notwithstanding any other provisions in this Agreement, Vendor shall, if requested by Purchaser, permit or cause the Employing Entities to permit the Employees (and their eligible spouses, beneficiaries and dependents) to continue to participate in and receive benefits under certain Benefit Plans for a transitional period following the Closing on the terms and subject to the conditions to be agreed upon by Vendor and Purchaser in a transition services agreement.

(7) Effective as of the Time of Closing, each Employee who is a member of a Pension Plan shall cease to participate in and accrue benefits under the Pension Plan, and shall commence participation in the Purchaser Benefit Plans for service with the Corporations and Purchaser as of the day immediately following the Closing Date.

(8) Vendor shall assume and remain responsible for any liabilities and obligations of the Employing Entities as a participating employer in the Pension Plans, including any liability or responsibility for any Pension Plan Unfunded Liability.

4.7 Claim for Indemnity

Except for Tax Claims which shall be governed by Section 4.1 and not this Section 4.7, the Parties covenant and agree that if any of Purchaser or Purchaser Indemnitees or Vendor or the Vendor Indemnitees (in this Section 4.7, the “Indemnitee”) becomes aware of any matter that may result in the Indemnitee claiming indemnity from another Party (in this Section 4.7, the “Indemnifying Party”) pursuant to this Agreement, then the Indemnitee shall promptly give written notice of such Claim to the Indemnifying Party (although failure to provide prompt notice will not affect the Indemnitee’s right to claim indemnity unless and only to the extent such failure materially adversely affects the Indemnifying Party). In the case of any Claim that arises as a result of or relates to the actions of a Person who is not a Party, the following procedure shall apply:

(a) Upon receipt of notice of the Claim, the Indemnifying Party shall, within 60 days of becoming aware of a Claim or such shorter time period as is necessary so as not to prejudice the position of the Indemnitee, elect whether to compromise, settle or defend the Claim. If the Indemnifying Party elects to compromise, settle or defend the Claim, the Indemnifying Party shall notify the Indemnitee in that regard and acknowledge in writing its obligation to indemnify the Indemnitee in accordance with the terms of this Agreement in respect of such Claim, and upon so notifying the Indemnitee and providing such acknowledgment, the Indemnifying Party shall have control of the Claim; provided, however, the Indemnitee shall have the right to retain its own counsel which, except as hereinafter set forth, shall be at its own cost and expense, and any compromise or settlement shall require the consent of the Indemnitee, which consent will not be unreasonably withheld (which consent shall be deemed to have been provided 15

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days following a written request for such consent if the Indemnitee fails to respond to such request). If, for any reason, representation of the Indemnitee and Indemnifying Party by the same counsel is not appropriate, the Indemnitee shall be entitled to retain its own counsel at the cost and expense of the Indemnifying Party.

(b) The Indemnitee, at the Indemnifying Party’s expense, shall co-operate in any compromise, settlement or defence being conducted by the Indemnifying Party and the Indemnitee shall make available to the Indemnifying Party all books, records and other documents within the control of the Indemnitee that in the reasonable opinion of the Indemnifying Party are necessary or required for the conduct of the Claim.

(c) If the Indemnifying Party elects not to compromise, settle or defend a Claim or does not give notice to the Indemnitee that it intends to do so within the time set forth in this Section 4.7, or having so elected, fails to diligently pursue the same, the Indemnitee shall be entitled to deal with or defend the Claim and the Indemnifying Party shall nevertheless indemnify and save harmless the Indemnitee for the Claim which the Indemnitee suffers, sustains, pays or incurs in connection therewith, including the amount of any settlement or compromise and costs and expenses of the Indemnitee counsel; provided, however, that if the Indemnitee settles any Claim without first obtaining the written consent of the Indemnifying Party, which consent will not be unreasonably withheld (which consent shall be deemed to have been provided 15 days following a written request for such consent if the Indemnifying Party fails to respond to such request), then the Indemnifying Party shall not be obligated to indemnify the Indemnitee for such settlement unless the Indemnifying Party has unreasonably withheld its consent.

4.8 Limitations

(1) Vendor shall not be obligated to indemnify any Purchaser Indemnitee with respect to any Claim made pursuant to Section 4.2(3), until the aggregate of all Claims made by the Purchaser Indemnitees is greater than $100,000 (the “Vendor’s Claim Threshold”), in which case, subject to Section 4.8(2), Vendor shall be obligated to indemnify the applicable Purchaser Indemnitees for the entire amount of such damages, losses, liabilities and expenses, including the Vendor’s Claim Threshold. The limitations contained in this Section 4.8(1) will not apply with respect to Claims against Vendor: (a) under Section 4.1, (b) for the misrepresentation, breach or incorrectness of any of the Vendor’s Core Representations, (c) for any breach of Vendor’s obligations under Sections 4.6, 4.9 and 8.5 or (d) based on intentional misrepresentation or fraud.

(2) Notwithstanding any other provisions of this Agreement or of any agreement, certificate or other document made in order to carry out the transactions contemplated hereby, the maximum cumulative liability of Vendor with respect to any Claims made pursuant to (i) Section 4.2(3) (other than with respect to the Vendor’s Core Representations) shall be $4,875,000 and (ii) in respect of misrepresentations, breaches or incorrectness of the Vendor’s Core Representations, shall be the amount of the Purchase Price; provided, however, for the

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avoidance of doubt, that in no event will the maximum cumulative liability of Vendor under Sections 4.8(2)(i) and 4.8(2)(ii) in the aggregate exceed the Purchase Price. The limitations contained in this Section 4.8(2) will not apply with respect to Claims against Vendor: (a) under Section 4.1, (b) for any breach of Vendor’s obligations under Sections 4.6, 4.9 and 8.5, or (c) based on intentional misrepresentation or fraud.

(3) No Purchaser Indemnitee shall be entitled to make a Claim to the extent that the inaccuracy, non-performance, non-fulfilment or breach that is the basis for such Claim is disclosed in Section 3.1 or 3.2 or any schedule hereto or, with respect to representations and warranties only, in the officer’s certificate provided in accordance with Section 5.2(1)(c) in sufficient detail and context to allow Purchaser to assess the impact of such inaccuracy, non- performance, non-fulfillment or breach prior to the Closing Date (for the avoidance of doubt, any such disclosure in such officer’s certificate shall cause the condition set forth in Section 5.2(1)(c) not to be satisfied) and Purchaser completes the transactions hereunder notwithstanding such inaccuracy, non-performance, non-fulfilment or breach.

(4) Purchaser shall not be obligated to indemnify any Vendor Indemnitee with respect to any Claim made pursuant to Section 4.4(3)(ii), until the aggregate of all Claims made by the Vendor Indemnitees pursuant to Section 4.4(3)(ii) is greater than $100,000 (the “Purchaser’s Claim Threshold”), in which case, subject to Section 4.8(5), Purchaser shall be obligated to indemnify the applicable Vendor Indemnitees for the entire amount of such damages, losses, liabilities and expenses, including the Purchaser’s Claim Threshold. The limitations contained in this Section 4.8(4) will not apply with respect to Claims against Purchaser: (a) for the misrepresentation, breach or incorrectness of any of the Purchaser’s Core Representations, (b) for any breach of Purchaser’s obligations under Sections 4.6 and 8.5 or (c) based on intentional misrepresentation or fraud.

(5) Notwithstanding any other provisions of this Agreement or of any agreement, certificate or other document made in order to carry out the transactions contemplated hereby, the maximum cumulative liability of Purchaser with respect to any Claims made pursuant to (i) Section 4.4(3)(ii) (other than with respect to the Purchaser’s Core Representations) shall be $4,875,000 and (ii) in respect of misrepresentations, breaches or incorrectness of the Purchaser’s Core Representations, shall be the amount of the Purchase Price; provided, however, for the avoidance of doubt, that in no event will the maximum cumulative liability of Purchaser under Sections 4.8(5)(i) and 4.8(5)(ii) in the aggregate exceed the Purchase Price. The limitations contained in this Section 4.8(5) will not apply with respect to Claims against Purchaser: (a) for any breach of Purchaser’s obligations under Sections 4.6 and 8.5 or (b) based on intentional misrepresentation or fraud.

(6) No Party will in any circumstances whatsoever be liable under this Agreement to any other Person for exemplary or punitive damages, except in respect to any such damages sustained or claimed by any other Person.

(7) The indemnification obligation of a Party pursuant this Agreement shall be reduced by the amount of the net insurance proceeds actually received by any Indemnitee with respect to which indemnification is sought hereunder (giving effect to any increased insurance

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premiums, legal costs and other reasonable expenses incurred by such Indemnitee in obtaining such insurance proceeds).

(8) After the Closing, the remedies provided for in Sections 4.1, 4.2(3), 4.4(3) and 4.6 shall constitute the sole and exclusive remedies for any post-Closing Claim made in respect of any misrepresentation, breach or incorrectness of any representation or warranty made by the other Party under this Agreement, other than such misrepresentation, breach or incorrectness arising as a result of, in connection with, or with respect to any intentional misrepresentation or fraud.

4.9 Non-Solicitation

For a period of two years following the Closing, Vendor shall not, and it shall cause its Affiliates not to, directly or indirectly, solicit for employment or employ any Employee who continues to be an employee of the Businesses after the Closing; provided, however, the foregoing will not prohibit generalized solicitations of employment not directed towards any such Employee or solicitations through a search firm that was not encouraged or instructed by Vendor to undertake the solicitation of any such employee, and any resulting employment of any such employee.

4.10 CRTC Annual Returns

Vendor shall duly and timely make and prepare all CRTC filings and returns with respect to the Stations and the Corporations required to be made or prepared by the Stations or the Corporations for all periods up to the Closing. All such filings and returns shall be satisfactory to Purchaser, acting reasonably. Vendor and Purchaser shall cooperate with each other and Purchaser shall make available to Vendor on a timely basis such data and other information as may reasonably be required for the preparation of such annual returns.

4.11 Merivale Lease

During the Interim Period, Purchaser and Vendor shall negotiate in good faith to enter into a lease agreement for the ground and second floors of 1504 Merivale Road, Ottawa (the “Merivale Lease”) at the Time of Closing, on the terms and conditions set out in the term sheet attached as Schedule 4.11.

4.12 Trademark License Agreement

During the Interim Period, Purchaser and Vendor shall negotiate in good faith to enter into the Trademark License Agreement at the Time of Closing on the terms and conditions set out in the term sheet attached as Schedule 1.1(tttt).

4.13 Transmitter Site Agreement

During the Interim Period, Purchaser and Vendor shall negotiate in good faith to enter into the Transmitter Site Agreement at the Time of Closing on the terms and conditions set out in the term sheet attached as Schedule 1.1(uuuu).

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4.14 Broadcast Frequencies

From and after the Closing, Vendor shall, and shall cause its Affiliates to, permit the owner of radio station CJFO-FM, any of such owner’s Affiliates and any successor to such owner, to continue to broadcast the radio broadcasting station known under the call letters CJFO- FM at the 94.5 frequency, such frequency being in the second adjacent position to Vendor’s radio broadcasting station known under the call letters CIMF-FM at the 94.9 frequency.

4.15 Cash Distribution

The Parties agree that Vendor shall cause each Corporation to declare and pay a dividend or otherwise make a payment or distribution of cash in respect of its shares immediately prior to the Time of Closing and, for the avoidance of doubt, immediately prior to the calculation of Working Capital pursuant to Section 2.3(1), in an amount equal to substantially all of the cash on hand at the time of such dividend, payment or distribution, in each case subject to applicable corporate laws.

4.16 Books and Records

All Books and Records of the Corporations and the Stations in the possession or control of Vendor or Astral shall be delivered to the Purchaser on or prior to the Closing Date.

ARTICLE 5 - CONDITIONS

5.1 Conditions for the Benefit of Purchaser

(1) The purchase by Purchaser of the Purchased Shares as contemplated herein is subject to the following conditions to be performed or complied with at or prior to the Time of Closing which are for the exclusive benefit of Purchaser and can be waived in whole or in part by Purchaser:

(a) the representations and warranties of Vendor set forth in Sections 3.1 and 3.2 that are not qualified by the term “Material Adverse Effect” or any other materiality qualifier shall be true and correct in all material respects at the Time of Closing with the same force and effect as if made at and as of such time except for such representations and warranties that are made with respect to another date, including the date of this Agreement, in which case such representations and warranties shall be true and correct in all material respects as of such other date; and the representations and warranties that are qualified by the term “Material Adverse Effect” or any other materiality qualifier, to the extent so qualified, shall be true and correct at the Time of Closing with the same effect as if made at and as of such time except for such representations and warranties that are made with respect to another date, including the date of this Agreement, in which case such representations and warranties shall be true and correct as of such other date;

(b) Vendor shall have performed or complied in all material respects with all of the terms, covenants and conditions of this Agreement to be performed or complied with by Vendor at or prior to the Time of Closing;

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(c) Purchaser shall be furnished with such certificates of Vendor as may reasonably be requested by Purchaser in order to establish that the terms, covenants and conditions contained in this Agreement to have been satisfied by Vendor at or prior to the Time of Closing have been performed and complied with in all material respects and that the representations and warranties of Vendor herein given are true and correct as specified in Section 5.1(1)(a);

(d) no order, decision or ruling of any court, tribunal or regulatory authority having jurisdiction shall have been made or proceeding commenced that would enjoin or prohibit the transactions contemplated hereby;

(e) the closing of the Arrangement shall have occurred;

(f) CRTC Approval shall have been obtained;

(g) Vendor shall have delivered or caused to be delivered to Purchaser the certificate or certificates representing the Purchased Shares duly endorsed for transfer to Purchaser;

(h) all necessary steps and proceedings shall have been taken to permit the Purchased Shares to be duly and regularly transferred to and registered in the name of Purchaser free and clear of all Security Interests;

(i) Purchaser shall have received evidence in form and substance satisfactory to it acting reasonably, of the release and discharge of all Security Interests affecting the Corporations or any of their assets other than the Permitted Encumbrances;

(j) the transactions contemplated by the Asset Transfer Agreements shall have been completed;

(k) no Bankruptcy Event shall have occurred with respect to any Corporation except to the extent it has been be cured; and

(l) the Broadcasting Licences and Broadcasting Certificates shall be held by the applicable Corporations.

5.2 Conditions for the Benefit of Vendor

(1) The sale of the Purchased Shares as contemplated herein is subject to the following conditions to be performed or complied with at or prior to the Time of Closing which are for the exclusive benefit of Vendor and can be waived in whole or in part by Vendor:

(a) the representations and warranties of Purchaser set forth in Section 3.4 that are not qualified by materiality qualifiers shall be true and correct in all material respects at the Time of Closing with the same force and effect as if made at and as of such time except for such representations and warranties that are made with respect to another date, including the date of this Agreement, in which case such representations and warranties shall be true and correct in all material respects as

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of such other date; and the representations and warranties that are qualified by materiality qualifiers, to the extent so qualified, shall be true and correct at the Time of Closing with the same effect as if made at and as of such time except for such representations and warranties that are made with respect to another date, including the date of this Agreement, in which case such representations and warranties shall be true and correct as of such other date;

(b) Purchaser shall have performed or complied in all material respects with all of the terms, covenants and conditions of this Agreement to be performed or complied with by Purchaser at or prior to the Time of Closing;

(c) Vendor shall be furnished with such certificates of Purchaser or of officers of Purchaser as may reasonably be requested by Vendor in order to establish that the terms, covenants and conditions contained in this Agreement to have been satisfied by Purchaser at or prior to the Time of Closing have been performed and complied with in all material respects and that the representations and warranties of Purchaser herein given are true and correct as specified in Section 5.2(1)(a);

(e) the closing of the Arrangement shall have occurred;

(f) CRTC Approval shall have been obtained;

(g) the Reorganizations shall have been completed; and

(h) the transactions contemplated by the H&S Agreement shall have been completed concurrently with or prior to the Closing, or if they have not, the H&S Agreement shall be in full force and effect.

ARTICLE 6 – TERMINATION

6.1 Termination

(1) This Agreement may be terminated prior to the completion of the transactions contemplated hereby:

(a) by mutual written consent of Purchaser and Vendor;

(b) by either Vendor or Purchaser if the Closing shall not have occurred by the date that is the one year anniversary of the date hereof (as such date may be postponed as set forth below, the “Outside Date”), provided that if on the day that is at least five days before the Outside Date, CRTC Approval has not been obtained, but either Party reasonably believes that CRTC Approval is reasonably capable of being obtained on or prior to the date that is three months after the Outside Date and all other conditions set forth in Article 5 (other than those capable of being

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satisfied at the Time of Closing only) have been satisfied, then either Party shall have the right to postpone the Outside Date to the date that is three months after the Outside Date, upon written notice to the other Party prior to 5:00 pm ET on the day that is at least one day before the Outside Date, provided that the Outside Date shall not be extended beyond the date that is 15 months from the date hereof and the right to terminate this Agreement pursuant to this Section 6.1(1)(b) shall not be available to any Party whose failure to fulfill any obligations under this Agreement shall have been the primary cause of, or shall have resulted in, the failure of the Closing to occur on or prior to the Outside Date;

(c) by Vendor if the CRTC Approval is denied; provided that the right to terminate this Agreement pursuant to this Section 6.1(1)(c) shall not be available to Vendor if its failure to fulfill any obligations under this Agreement shall have been the primary cause of, or shall have resulted in, the CRTC Approval being denied;

(d) by Vendor if it is not required to divest any of the Stations by the CRTC in connection with the Arrangement;

(e) by Purchaser or Vendor if the Arrangement Agreement is terminated at any time prior to the completion of the Arrangement;

(f) by Purchaser if (i) Vendor is in breach of any representation, warranty, covenant, obligation or other provision of this Agreement; (ii) Purchaser has provided written notice to Vendor of such breach; (iii) such breach has not been waived or cured (or is not capable of being cured) by the earlier of the day prior to the Outside Date and 15 Business Days following the date on which Purchaser notifies Vendor of such breach; (iv) such breach, if not waived or cured in accordance with clause (iii) above (or is not capable of being cured), would render any condition set forth in Section 5.1 incapable of being satisfied; and (v) Purchaser is not then in breach of this Agreement so as to, directly or indirectly, cause any of the conditions set forth in Section 5.2 not to be satisfied; or

(g) by Vendor if (i) Purchaser is in breach of any representation, warranty, covenant, obligation or other provision of this Agreement; (ii) Vendor has provided written notice to Purchaser of such breach; (iii) such breach has not been waived or cured (or is not capable of being cured) by the earlier of the day prior to the Outside Date and 15 Business Days following the date on which Vendor notifies Purchaser of such breach; (iv) such breach, if not waived or cured in accordance with clause (iii) above (or is not capable of being cured), would render any condition set forth in Section 5.2 incapable of being satisfied; and (v) Vendor is not then in breach of this Agreement so as to, directly or indirectly, cause any of the conditions set forth in Section 5.1 not to be satisfied; provided that a Party shall not be entitled to exercise its right of termination in Sections 6.1(1)(b) and 6.1(1)(c) if such Party acted in bad faith with respect to, or has not complied with in any material respect, its obligations under Section 4.5.

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6.2 Effect of Termination

Each Party’s right of termination under Section 6.1 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 6.1, all further obligation of the Parties under this Agreement will terminate, except that the provisions of Article 1, Section 6.2, Section 6.3, Section 6.4 and Article 8 shall survive; provided, however, that if this Agreement is terminated by Purchaser pursuant to Section 6.1(1)(f) or by Vendor pursuant to Section 6.1(1)(g), the terminating Party’s right to pursue all legal remedies with respect to such breach that gave rise to the right of termination pursuant to Section 6.1(1)(f) or 6.1(1)(g) will survive such termination unimpaired.

6.3 Termination Fee

If this Agreement is terminated pursuant to Section 6.1(1)(d) then Purchaser shall pay to Vendor within three Business Days of such termination a cash amount of $195,000 (the “Termination Fee”) by way of liquidated damages. In the event the Termination Fee is paid, no other amounts will be due and payable as damages or otherwise by Vendor provided that the limitations set forth in this Section 6.3 shall not be applicable in the event of a wilful breach of this Agreement by Vendor or fraud by Vendor.

6.4 Indemnity Provision

(1) In the event that this Agreement is terminated pursuant to Section 6.1(1)(b), at a time when the condition set forth in Section 5.2(1)(f) is not satisfied, or pursuant to Section 6.1(1)(c), and Vendor has delivered to Purchaser a written notice signed by an executive officer of Vendor stating that Vendor is ready, willing and able in good faith to close the transactions contemplated by this Agreement and would do so but for the unfulfilled condition in Sections 5.2(1)(e) or 5.2(1)(f), and Purchaser is not otherwise entitled to terminate this agreement under Section 6.1(1)(f) (without regard to the cure periods), Purchaser shall indemnify Vendor and be required to pay to Vendor, promptly upon completion of a direct or indirect sale of the Purchased Shares or the assets of the Stations by Vendor to a subsequent third party purchaser in order to satisfy a condition attached to the regulatory approvals obtained in connection with the Arrangement, (such sale, a “Subsequent Transaction”), an amount equal to (i) the net aggregate proceeds that would have been received had the transactions contemplated by this Agreement been completed, less (ii) the net aggregate proceeds that Vendor later receives in the applicable Subsequent Transaction (taking into account adjustments related to the Working Capital and the actual working capital delivered to the purchaser in the Subsequent Transaction, or similar adjustments, but not any indemnity payments made by Vendor to a potential acquiring entity).

(2) After consultation with Purchaser and taking into account Purchaser’s views, Vendor shall retain, at Purchaser’s costs, reputable investment bankers, on customary terms for a transaction of this type, including customary fees and disbursements, to conduct a full auction process with respect to any Subsequent Transaction. Vendor shall keep Purchaser fully informed as to any sale process in respect of any Subsequent Transaction, including by providing it with all material written correspondence between Vendor and any potential acquiring entity.

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Purchaser shall have reasonable access to such investment bankers throughout the auction process and Vendor shall consider in good faith any Purchaser requests and comments with respect to the auction process and the ensuing negotiations with the bidders, including with respect to the selection of the proposed acquiror. Vendor shall use its reasonable best efforts to obtain the most favourable terms as a result of such auction process and ensuing negotiations, and in determining such favourable terms shall take into account the ability of a potential acquiror to consummate any Subsequent Transaction and the total consideration payable by the potential acquiror. For greater certainty, Vendor shall have complete discretion in selecting the potential acquiror; provided that if Purchaser does not agree with Vendor’s proposed selection (which disagreement Purchaser shall have expressed to Vendor in writing within 5 Business Days of Vendor’s request in that regard), and Vendor does not select the potential acquiror offering the highest price, the indemnity provided for in the previous paragraph shall be reduced by an amount equal to the difference between (i) the net aggregate proceeds that Vendor would have received if it had selected the potential acquiror offering the highest price, and (ii) the net aggregate proceeds that Vendor receives in the Subsequent Transaction.

ARTICLE 7 – PRE-CLOSING TRANSACTIONS

7.1 Reorganization

(1) Not later than 30 days after the date of this Agreement, Vendor shall deliver to Purchaser a reasonably detailed summary plan with respect to any contemplated reorganization (each a “Reorganization”) with respect to the Purchased Shares and the Businesses, including the transfer of certain assets and liabilities of the Businesses to the Corporations prior to Closing pursuant to the asset transfer agreements (the “Asset Transfer Agreements”) substantially in the form attached as Schedule 7.1, and Purchaser acknowledges that such Reorganization will be completed. Purchaser shall reasonably cooperate with Vendor in connection with the Reorganization, as Vendor may reasonably require, and shall use its commercially reasonable efforts to assist Vendor to implement any such Reorganization prior to the closing of the Arrangement or prior to the Closing, as Vendor may reasonably require; provided, however, such requested cooperation does not unreasonably interfere with the ongoing operations of, or have an adverse effect on, Purchaser or the Corporations.

(2) As part of the Reorganization, Vendor may elect, in its discretion, to cause any of the Corporations to sell to Purchaser all the assets of the Business transferred to such Corporation under, and have Purchaser assume all liabilities of the Business assumed by such Corporation under, an Asset Transfer Agreement (the “Asset Sale”), in which case the Parties shall cooperate and take all necessary actions to implement the Asset Sale, including negotiating and entering into one or more asset purchase agreements, and make all necessary adjustments to the terms of this Agreement and otherwise in order for the Parties to be in the same economic and legal positions in respect of the Asset Sale as they are under this Agreement.

(3) No aspects of the Reorganization will be effected until such time as the Parties agree, acting reasonably, that the Arrangement is likely to be completed. If Vendor elects to proceed by way of Asset Sale as contemplated by Section 7.1(2), Vendor shall pay the incremental implementation costs and any incremental direct or indirect costs and liabilities, fees, damages, penalties, Taxes, Claims and amounts that may be incurred by Purchaser as a

LEGAL_1:26194740.7 ABRIDGED - 49 -

consequence of the implementation of an Asset Sale as opposed to the sale of Purchased Shares as set out herein, including actual incremental out-of-pocket costs and expenses for filing fees and external counsel and auditors which may be incurred by Purchaser.

(4) Purchaser shall have the right to review and comment on all agreements, contracts, certificates, resolutions and other documents in connection with the Reorganization and any Asset Sale, and in any event, the Reorganization and any Asset Sale shall be satisfactory to Purchaser, acting reasonably, and shall have no adverse effect on Purchaser, the Corporations or any of their respective Affiliates.

ARTICLE 8 – GENERAL

8.1 Further Assurances

The Parties hereto shall from time to time execute and deliver all such further documents and instruments and do all acts and things as the other Parties may, either before or after the Closing Date, reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

8.2 Time of the Essence

Time shall be of the essence of this Agreement.

8.3 Fees and Commissions

Each of the Parties will pay its own legal and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed pursuant to this Agreement and any other costs and expenses whatsoever and howsoever incurred in connection with the transactions contemplated by this Agreement, and will indemnify and save harmless the other from and against any Claim for any broker's, finder's or placement fee or commission alleged to have been incurred as a result of any action by it in connection with the transactions contemplated hereby, provided that Purchaser will pay any requisite filing fees, applicable taxes, and tangible benefits to be paid, in relation to any filing or application made in respect of the CRTC Approval. For greater certainty, no such costs, expenses, fees or commissions shall be paid for or borne by the Corporations.

8.4 Public Announcements

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; provided, however, that if a Party is required to issue a press release to announce the execution of this Agreement in order to satisfy its obligations under Law, each Party shall have the right to issue a press release (or such other public announcement) announcing the execution of this Agreement and its principal commercial terms shortly following execution of this Agreement, such press release (or other public announcement ) to be provided in draft form to the other Party in advance in order to provide a reasonable opportunity

LEGAL_1:26194740.7 ABRIDGED - 50 - to comment. A copy of this Agreement may be filed with a Governmental Authority to the extent that a Party concludes, acting reasonably, that it is obligated to do so under Law.

8.5 Confidentiality

(1) Purchaser acknowledges and agrees that all information received from or on behalf of Vendor in connection with the transactions contemplated in this Agreement shall be deemed received pursuant to the confidentiality agreement, dated as of September 4, 2012, among Vendor, Astral and Corus Entertainment Inc. (the “Confidentiality Agreement”). Purchaser shall, and shall cause its respective officers, directors, employees, Affiliates (other than members of the Shaw Group), and financial advisors, to comply with the provisions of the Confidentiality Agreement with respect to such information and the provisions of the Confidentiality Agreement are hereby incorporated herein by reference with the same effect as if fully set forth herein.

(2) After the Closing, Vendor shall, and shall cause its Affiliates to, keep confidential all information disclosed to Purchaser and all information relating to the Businesses, the Stations and the Corporations, except information which:

(a) is generally available to the public other than as a result of a breach of this Agreement by Vendor;

(b) was received in good faith by Vendor after the Closing from a non-Affiliated Person who was lawfully in possession of such information and free of any obligation of confidentiality; or

(3) The Parties acknowledge that the fulfilment of the requirements of Section 4.5 and any other disclosures permitted or contemplated by this Agreement do not constitute a breach of this Section 8.5.

(4) If a Party or any of its Affiliates is required by Law to disclose any confidential information, such Party may make such disclosure, but must first provide the other Parties with prompt notice of such request or requirement, unless such notice is prohibited by law, in order to enable such Party to seek an appropriate protective order or other remedy.

8.6 Access

Following Closing, for a period of seven years, subject to non-disclosure obligations in confidentiality agreements, lawyer client privilege and other privileges and disclosure restrictions imposed by Law, Purchaser shall permit Vendor, upon reasonable request therefor, to have reasonable access and duplicating rights during normal business hours and without interference to the operation of the Business of each Corporation, upon reasonable prior notice to Purchaser, to the Books and Records relating to the Business of each Corporation prior to the Closing Date to the extent that such access may be reasonably required in connection with (i) the preparation of any tax returns of Vendor or of any of its Affiliates or with any audit

LEGAL_1:26194740.7 ABRIDGED - 51 -

thereof, (ii) any suit, claim, action, proceeding or investigation relating to the operation of the Business of each Corporation prior to the Closing Date or (iii) any regulatory filing or matter, in each case subject to Section 8.5; provided, that Vendor shall reimburse Purchaser for all reasonable out-of-pocket costs and expenses incurred by Purchaser in connection with any such request.

8.7 Benefit of the Agreement

This Agreement shall enure to the benefit of and be binding upon the Parties hereto and their respective successors and permitted assigns.

8.8 Entire Agreement

This Agreement, together with the Confidentiality Agreement and the other agreements making reference hereto and/or thereto and entered into pursuant to or in connection with this Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the Parties with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the Parties other than as expressly set forth in this Agreement and the Confidentiality Agreement and the other agreements making reference hereto and/or thereto and entered into pursuant to or in connection with this Agreement.

8.9 Amendments and Waiver

No modification of or amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by the Parties and no waiver of any breach of any term or provision of this Agreement shall be effective or binding unless made in writing and signed by the Party purporting to give the same and, unless otherwise provided, shall be limited to the specific breach waived.

8.10 Assignment

This Agreement may not be assigned by any Party without the written consent of the other Party, except that Purchaser and Vendor may assign all or any portion of its rights and obligations under this Agreement to any of its Affiliates, but no such assignment shall (i) relieve Purchaser and Vendor of their respective obligations hereunder, (ii) impede, delay or prevent the satisfaction of any other conditions set forth in Article 5, or (iii) impede, delay or prevent the Closing.

8.11 Execution in Counterpart

This Agreement may be executed in as many counterparts as are deemed necessary, and when so executed in counterpart shall have the same effect as if each Party had joined in executing one and the same document.

LEGAL_1:26194740.7 ABRIDGED - 52 -

8.12 No Third Party Beneficiaries

Except as provided in Article 4, nothing in this Agreement shall entitle any Person other than the Parties and their respective successors and permitted assigns to any Claim, cause of action, remedy or right of any kind in respect of the subject matter hereof.

8.13 Severability

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In respect of any provision so determined to be unenforceable or invalid, the Parties agree to negotiate in good faith in order to replace the unenforceable or invalid provision with a new provision that is enforceable and valid in order to give effect to the business intent of the original provision to the extent permitted by Law and in accordance with the intent of this Agreement.

8.14 Notices

Any demand, notice or other communication to be made or given hereunder shall be given in writing and may be made or be given by personal delivery addressed to the respective Party as follows:

(a) To Vendor:

Bell Media Inc. 299, Queen Street West Toronto, ON M5V 2Z5

Attention: Corporate Secretary

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

Bell Canada 1, Carrefour Alexander-Graham-Bell, Building A7 Verdun, QC H3E EB3

Attention: Corporate Secretary

(b) To Purchaser or Purchaser Parent:

c/o Corus Entertainment Inc. Corus Quay 25 Dockside Drive Toronto, ON M5A 0B5

Attention: President

LEGAL_1:26194740.7 ABRIDGED - 53 -

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

Corus Entertainment Inc. Corus Quay 25 Dockside Drive Toronto, ON M5A 0B5

Attention: Law Department

or to such other address as either Party may from time to time notify the other in accordance with this Section 8.14. Any demand, notice or other communication made or given by personal delivery shall be conclusively deemed to have been given on the day of actual delivery thereof.

8.15 Execution by Facsimile

This Agreement may be executed by exchange of facsimile transmission of the respective signatures of the Parties.

8.16 Governing Law and Attornment

This Agreement shall be governed by and construed in accordance with the Laws of the Province of Ontario (without regard to conflicts of the Laws rules) and the Laws of Canada applicable therein. For the purpose of all legal proceedings this Agreement shall be deemed to have been performed in the Province of Ontario and the courts of the Province of Ontario shall have jurisdiction to entertain any action arising under this Agreement. Each of the Parties hereby attorns to the non-exclusive jurisdiction of the courts of the Province of Ontario. Each Party further agrees that service of any process, summons, notice or document by personal delivery to such Party’s address set forth above shall be effective service of process for any action, suit or proceeding brought against such Party in any such court. Each of the Parties hereby irrevocably and unconditionally waives any objection to the laying of the venue of any action, suit or proceeding arising out of this Agreement or the matters contemplated hereby in the courts of Ontario and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding so brought has been brought in an inconvenient forum.

8.17 Guarantee by Purchaser Parent

Purchaser Parent hereby unconditionally guarantees to Vendor the timely payment and performance by Purchaser of Purchaser’s obligations under this Agreement, and agrees to cause Purchaser to perform all of its obligations under this Agreement.

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THIS INTERIM SERVICES AGREEMENT is made as of ●, 2013.

BETWEEN:

BELL MEDIA INC., a corporation organized pursuant to the laws of Canada (“Bell Media”),

AND:

[INSERT NAME OF NEWCO]

(“Newco”)

WHEREAS Bell Media and Newco are parties to an asset transfer agreement (the “Asset Transfer Agreement”) dated the date hereof pursuant to which Bell Media transferred substantially all of the assets of the Business to Newco;

WHEREAS Bell Media wishes to second certain employees and provide certain services relating to the operation of the Business to Newco and Newco wishes to receive such seconded employees and services from Bell Media for a certain period of time;

WHEREAS pursuant to and in connection with the transactions contemplated by the Asset Transfer Agreement, the employment of the Exclusive Seconded Employees will be transferred to Newco in accordance with the terms of this Agreement;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the covenants and agreements herein contained, the Parties agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

1.1.1 Whenever used in this Agreement, the following words and terms shall have the meanings set forth below:

(a) “Access Fee” has the meaning attributed to that term in section 5.3;

(b) “Access Rights” means the rights of access and use granted by Bell Media and Newco to the other pursuant to Article 4;

(c) “Actual Costs and Expenses” with respect to a Service shall be the amount determined in accordance with Schedule 1.1.1(c);

(d) “Affiliate” has the meaning attributed to that term in the Canada Business Corporations Act; ABRIDGED - 2 -

(e) “Agreement” means this interim services agreement, including all schedules hereto, and instruments supplementing or amending or confirming this Agreement from time to time and any references to “Article” or “Section” means and refers to the specified Article or Section of this Agreement;

(f) “Asset Transfer Agreement” has the meaning attributed to that term in the recitals hereto;

(g) “Bell Media Employee Plans” means the Employee Plans that apply in respect of the Current Employees;

(h) “Bell Media Licensed Intellectual Property” means the intellectual property owned by Bell Media or an Affiliate of Bell Media (other than Newco) and used in the Business including, without limitation, the intellectual property listed on Schedule 1.1.1(h);

(i)“Business” means the business of operating the Station and any other activities relating or incidental thereto;

(j)“Closing Date” means the date on which all the shares of Newco are transferred from Bell Media or an Affiliate of Bell Media to the Purchaser;

(k) “CRTC” means the Canadian Radio-television and Telecommunications Commission;

(l)“CRTC Licence” means the current broadcasting licence or licences issued by the CRTC to carry on the programming and radio broadcasting undertaking of the Station and any related rebroadcasting undertaking or undertakings;

(m)“Current Employees” means those employees of Bell Media engaged in the Business on the date hereof including all employees engaged in the Business on short and long-term leave, pregnancy and parental leave and other approved leaves;

(n) “Employee Plans” means plans, arrangements, agreements, programs, policies, practices or undertakings, whether oral or written, formal or informal, funded or unfunded, insured or uninsured, registered or unregistered in which employees participate, or pursuant to which payments are made, or benefits are provided to, or an entitlement to payments or benefits may arise with respect to employees;

(o) “Employee Transfer Date” means the Closing Date;

(p) “Employee Transfer Time” means the opening of business on the Closing Date;

(q) “Employment Costs” means all costs, expenses, premiums, payments, contributions or claims payable to, payable on behalf of or in respect of, the Seconded Employees by Bell Media in respect of the Specific Secondment Periods relating to such Seconded Employees, whether arising under or in respect ABRIDGED - 3 -

of any contract of employment, written or oral, express or implied or by operation of law (whether arising pursuant to statute, by collective agreement or common law or howsoever else they may arise); for greater certainty, the Employment Costs with respect to any Other Seconded Employee shall be deemed to be that proportion of the Employment Costs relating to such Other Seconded Employee equal to the proportion of time that the Other Seconded Employee is engaged in the Business;

(r) “Exclusive Seconded Employees” means those Seconded Employees who work exclusively in the Business;

(s) “Fees” means collectively, the Access Fee, the Secondment Fee and the Service Fee and, in the singular, refers to any one of them;

(t) “Newco Licensed Intellectual Property” means the intellectual property listed on Schedule 1.1.1(t);

(u) “Newco Property” has the meaning attributed thereto in Section 10.3;

(v) “Parties” means Bell Media and Newco collectively, and “Party” means any one of them;

(w) “Purchased Assets” has the meaning attributed to that term in Section 4.1;

(x) “Purchaser” means ;

(y)“Recognized Service” means the length of service recognized by Bell Media for each Transferred Employee together with the length of the Specific Secondment Period for such Transferred Employee;

(z) “Retained Assets” has the meaning attributed to that term in section 4.2;

(aa) “Seconded Employees” means the Current Employees for so long as such individuals continue to be employed by Bell Media, and any other individuals who may be designated by Bell Media as Seconded Employees in accordance with this Agreement at any time during the Term;

(bb) “Secondment Fee” has the meaning attributed thereto in section 5.2;

(cc) “Shared Seconded Employees” means those Seconded Employees listed in Schedule 1.1.1(cc) who are also engaged in a business of Bell Media or any of its Affiliates;

(dd) “Specific Secondment Period” has the meaning set out in section 0;

(ee) “Service Fee” has the meaning attributed thereto in section 5.1; ABRIDGED - 4 -

(ff) “Services” has the meaning attributed thereto in section 2.1 and “Service” means any one of them;

(gg) “Station” means [Insert applicable Call Letters];

(hh) “Term” has the meaning attributed thereto in section 7.1;

(ii) “Third Party Services” has the meaning attributed thereto in section 5.1; and

(jj) “Transferred Employee” has the meaning attributed to such term in section 6.1.1.

1.2 Applicable Law

This Agreement shall be construed in accordance with the laws of the Province of [Ontario] and the laws of Canada applicable.

ARTICLE 2 SERVICES

2.1 Services

From and after the date hereof, Bell Media shall provide and/or cause one or more of its Affiliates to provide to Newco, the services set forth on Schedule 2.1 and any other service that may reasonably be requested by Newco in order to operate the Business in substantially the same manner as it was operated immediately prior to the date hereof (collectively, “Services”).

2.2 Provision of Services

2.2.1 Each Service shall be provided by Bell Media at service levels similar to the level of use of such Service required by the Business prior to the date hereof unless otherwise agreed by the Parties.

2.2.2 In providing the Services to Newco, Bell Media shall exercise the same degree of care as it exercises in performing the same or similar services for its own account, with priority equal to that provided to its own businesses or divisions.

2.2.3 During the Term, Newco shall co-operate with Bell Media in the provision of the Services and will furnish Bell Media with such information and other reasonable assistance as is reasonably necessary to enable Bell Media to perform the Services. Bell Media shall use commercially reasonable efforts to ensure that adequate resources and knowledgeable and appropriately qualified personnel are available and responsible for the performance of the Services. ABRIDGED - 5 -

ARTICLE 3 SECONDMENT OF EMPLOYEES

3.1 Secondment of the Seconded Employees

Subject to the terms hereof, Bell Media shall second the Seconded Employees to Newco during the Term. Bell Media shall continue to employ each of the Seconded Employees during the Term, subject to the termination or reassignment of any Seconded Employee as provided herein. Bell Media shall cause the Seconded Employees to perform such services as are reasonably required of the Seconded Employees by Newco during the Term in accordance with good and generally accepted practice in the radio broadcasting industry, conducive to the operation of the Business in an efficient, economical and practical manner. For the purposes of this Agreement, except as otherwise provided, all determinations required to be made with respect to Shared Seconded Employees shall be made by Bell Media.

3.2 Shared Seconded Employees

Notwithstanding anything else contained herein, Newco acknowledges that certain of the Seconded Employees are also engaged in businesses of Bell Media and/or its Affiliates other than the Business and will therefore only be seconded to Newco on a part-time basis.

3.3 Specific Secondment Period

Each Seconded Employee’s period of secondment shall commence on the later of the date hereof and the day such Seconded Employee commences employment with Bell Media and shall end on the earlier of the end of the Term or the date such Seconded Employee ceases to be employed by Bell Media or is otherwise no longer seconded to Newco (the “Specific Secondment Period”).

3.4 Compensation of Seconded Employees

During the Term, each Seconded Employee shall remain on the payroll of Bell Media and shall continue to participate in the Bell Media Employee Plans. Without limiting the generality of the foregoing, but subject to any provisions herein otherwise specifically allocating responsibility for the same to Newco, Bell Media shall continue to pay all Employment Costs in respect of the Seconded Employees during the Term.

3.5 Acting as Newco Employees

During the Specific Secondment Period relating to a Seconded Employee, Bell Media shall take all commercially reasonable efforts to ensure that (a) any Exclusive Seconded Employee shall act, in every respect, as an employee of Newco and that any Shared Seconded Employees shall act, as applicable, as an employee of Newco while engaged in the Business, (b) each Seconded Employee agrees to comply with and assist in the fulfilment of any commitments of Newco relating to the Business, including any confidentiality commitments Newco has with ABRIDGED - 6 - its clients, customers and employees, and (c) the Seconded Employees comply with Newco’s supervision and management.

3.6 Supervision

3.6.1 Newco shall be responsible for, and have exclusive control over, the day to day supervision and management of the Exclusive Seconded Employees, including discipline of the Exclusive Seconded Employees. The Shared Seconded Employees shall, while they are engaged in the Business, be subject to the supervision and management of Newco; however any discipline of such Shared Seconded Employees shall be determined by Bell Media. Any discipline involving termination or suspension shall be subject to Section 3.10 and to Article 6 hereof.

3.6.2 Newco agrees that it shall comply with the terms of any collective agreement governing the Seconded Employees and with all applicable laws with respect to or in respect of employees, including compliance with all applicable employment standards, human rights, health and safety, labour relations, employment insurance, Canada/[Québec] pension plan, workers’ compensation, workplace safety and insurance and pay equity legislation.

3.6.3 Newco may schedule the Exclusive Seconded Employees to work in accordance with the requirements of Newco (subject to applicable laws, any collective agreement governing the Seconded Employees and consistent with past practice and terms of employment at Bell Media). The scheduling of the Shared Seconded Employees shall be determined by Bell Media in consultation with Newco and such other Affiliates in respect of whom such Shared Seconded Employees provide services and will be consistent with the amount of the Shared Seconded Employees’ work time committed to the Business immediately prior to the entering into of this Agreement.

3.7 Exclusivity

3.7.1 During the Specific Secondment Period relating to an Exclusive Seconded Employee, each Exclusive Seconded Employee shall (i) perform the Services exclusively for or as directed by Newco, and (ii) not perform any services for, act on behalf of, nor represent Bell Media in any circumstance. For greater certainty, the Parties acknowledge that the Other Seconded Employees may perform services for, act on behalf of, and represent Bell Media and/or its Affiliates, as the case may be.

3.8 Training

Newco shall ensure that the Seconded Employees receive such training as may be reasonably required to perform their duties in connection with the Business. Any costs associated with any such training shall be exclusively borne by Newco, unless Bell Media otherwise agrees, acting reasonably. ABRIDGED - 7 -

3.9 Resignation or Other Change of Employment

If a Seconded Employee resigns his or her employment with, or otherwise ceases to be employed by, Bell Media and either Newco or Bell Media becomes aware of such resignation or other change in the Seconded Employee’s employment, the Party which becomes aware of the resignation or other change in employment shall forthwith so advise the other Party.

3.10 Termination of Seconded Employees

3.10.1 In the event that a Seconded Employee conducts himself or herself in a manner that constitutes grounds for immediate suspension or termination at law or if Newco, in its sole discretion, determines that it wishes to suspend or terminate a Seconded Employee, then Newco shall so notify Bell Media.

3.10.2 Bell Media shall be entitled to suspend or terminate a Seconded Employee at any time in its sole discretion following consultation with Newco.

3.11 Hiring of Seconded Employees

During the Secondment Term, Bell Media shall, at the direction of Newco from time to time, hire any new Exclusive Seconded Employees, on such reasonable terms and conditions as Newco may direct, including in respect of salary and other compensation, subject to compliance with applicable laws and the terms of any collective agreement with respect to the Business. During the Secondment Term, Bell Media shall not hire any new Seconded Employee without the prior consent of Newco, not to be unreasonably withheld.

ARTICLE 4 ACCESS RIGHTS AND RIGHTS OF USE

4.1 Grant of Access Rights to Bell Media

Newco hereby grants to Bell Media, for itself and/or its Affiliates, as determined by Bell Media, the right to access and/or use those assets transferred to Newco further to the Asset Transfer Agreement (the “Purchased Assets”) for the purpose of providing the Services.

4.2 Grant of Access Rights to Newco

Bell Media hereby grants to Newco, and agrees to use commercially reasonable efforts to cause its Affiliates to grant to Newco, the right to access and/or use those assets necessary for the operation of the Business other than the Purchased Assets (the “Retained Assets”). Newco shall not be entitled to any greater level of access and/or use of the Retained Assets than the level of access and/or use of such Retained Assets required by the Business prior to the date hereof unless otherwise agreed to by Bell Media. ABRIDGED - 8 -

4.3 License

4.3.1 As part of the Access Rights granted by it, Bell Media grants to Newco a non-exclusive licence to use the Bell Media Licensed Intellectual Property in association with the Business during the Term, subject to the terms and conditions of this Agreement.

4.3.2 As part of the Access Rights granted by it, Newco grants to Bell Media, for itself and/or its Affiliates, as determined by Bell Media, a non-exclusive licence to use the Newco Licensed Intellectual Property in their respective businesses during the Term, subject to the terms and conditions of this Agreement.

4.3.3 The terms of each of the foregoing licenses are as follows:

(a) Bell Media or its Affiliates, as the case may be, may not sublicense the Newco Licensed Intellectual Property without the prior written consent of Newco and Newco may not sublicense the Bell Media Licensed Intellectual Property without the prior written consent of Bell Media;

(b) each licensee shall comply with all municipal, provincial and federal laws and regulations and shall obtain and at all times maintain any and all permits, certificates or licences necessary for the operation of their respective businesses.

4.3.4 Each of Bell Media and Newco recognizes the great value of the goodwill associated with the Newco Licensed Intellectual Property and the Bell Media Licensed Intellectual Property, respectively, and acknowledges that the Bell Media Licensed Intellectual Property and all rights therein, including the goodwill, belong exclusively to Bell Media and the Newco Licensed Intellectual Property and all rights therein, including the goodwill, belong exclusively to Newco. Each of Newco and Bell Media agrees not to commit and Bell Media agrees not to permit any of its Affiliates to which Access Rights are granted by Newco to commit, any act or omission adverse or injurious to the other’s rights in the licensed intellectual property.

4.3.5 Neither during the Term, nor at any time thereafter, shall any licensee, either directly or indirectly, dispute or contest the validity or enforceability of the Bell Media Intellectual Property or the Newco Intellectual Property, as the case may be, attempt any registration thereof, or attempt to dilute the value of the goodwill attaching to such intellectual property.

4.3.6 Each Party will execute and deliver, or in the case of Bell Media, cause its Affiliates to execute and deliver, to the other such applications, agreements or such other instruments as may be required by the licensing Party, in its sole discretion, for the purpose of protecting the interests and rights of licensor in the intellectual property licensed hereby or in order to comply with any applicable legislation.

4.3.7 In the event of any actual or threatened infringement of the Bell Media Intellectual Property or the Newco Intellectual Property, the relevant licensee shall promptly, after acquiring knowledge thereof, notify the licensor thereof of any such allegations in writing. The licensor has the right, in its sole discretion, to commence proceedings against the third party. Any recovery from an action or settlement shall belong to the licensor. Each Party shall cooperate and assist the other in any action at the expense of the relevant licensor. ABRIDGED - 9 -

ARTICLE 5 FEES, BILLING AND PAYMENTS

5.1 Service Fees

The fees to be charged by Bell Media for the provision of each Service shall be an amount equal to the Actual Costs and Expenses incurred by or on behalf of Bell Media in order to provide the Services (the “Service Fee”). In calculating the Service Fee, the actual costs and expenses incurred by Bell Media with respect to any third party services utilized by Bell Media in providing any Service (“Third Party Services”), which shall form part of the Actual Costs and Expenses for such purpose, will be calculated as the actual out-of-pocket cost incurred by Bell Media to obtain such Third Party Services.

5.2 Secondment Fee

The fees to be charged by Bell Media for the provision of any particular Seconded Employee shall be an amount equal to all of the Employment Costs incurred by Bell Media or any of its Affiliates with respect to such Seconded Employee during the Specific Secondment Period relating to such Seconded Employee (the “Secondment Fee”).

5.3 Access Fee

The fees to be charged by Bell Media or Newco, as the case may be, with respect to the Access Rights shall be an amount equal to the portion of the maintenance and other costs related to the relevant asset (as reasonably allocated to Bell Media or Newco, as the case may be, as agreed to by Bell Media and Newco as soon as practicable following the date hereof or, failing such agreement, as determined by Bell Media’s auditors) (the “Access Fee”).

5.4 Adjustments/Disputes

The Parties acknowledge that the Fees payable hereunder shall be based on the reasonable estimate of the costs and expenses to be included in the calculation of such Fees as determined by the Party providing the Access Right or, in the case of the provision of Seconded Employees or Service, by Bell Media, as the case may be, in respect of which such Fee is payable. As soon as practicable after the end of each month during which such Access Right, Seconded Employees or Service is provided or, if the provision of such Access Right, Seconded Employees or Service is terminated prior to the end of each month, as soon as practicable thereafter, the Party to whom such Fee is payable shall make a final determination of the actual costs and expenses incurred by it and to be included in the calculation of such Fee and, if such amount results in the actual Fee being different from such estimated Fee, the Parties agree to make the appropriate additional payment, or refund, as the case may be, within 30 days of such determination. In the event of a dispute between the Parties with respect to the proper amount of the Service Fee, Secondment Fee or Access Fee, such dispute shall be submitted to Bell Media’s auditors for resolution. The determination of Bell Media’s auditors shall be final and binding on the Parties. ABRIDGED - 10 -

5.5 Billing and Payment

Each Party shall pay any bill or invoice that it receives from the other Party in respect of the Service Fee, the Secondment Fee or the Access Fee not later than [30] days following receipt by such Party of such bill or invoice. Unless mutually agreed upon in writing by Bell Media and Newco, all payments shall be made in Canadian dollars by wire transfer to a Canadian chartered bank account designated by Bell Media or Newco, as the case may be, in such invoice.

5.6 Taxes

Any taxes (other than income taxes) assessed in connection with the Service Fee or the Secondment Fee shall be the responsibility of Newco. Any taxes (other than income taxes) assessed in connection with the Access Rights shall be the responsibility of the person to whom access is granted.

ARTICLE 6 TRANSFER OF EMPLOYEES

6.1 Employment Transfer

6.1.1 As of the Employee Transfer Time, the employment of each Exclusive Seconded Employee and such of the Other Seconded Employees as Bell Media may direct will be transferred to Newco (a “Transferred Employee”). Newco will (a) continue the employment of each such Transferred Employee on terms and conditions including position, salary, incentive compensation and group benefits, including pension and retirement benefits, that are reasonably comparable in the aggregate to the terms and conditions of employment enjoyed by the Transferred Employees immediately before the Employee Transfer Time; (b) recognize the Recognized Service, updated to take into account service during the Specific Secondment Period; (c) assume all obligations and liabilities in respect of the Transferred Employees; (d) acknowledge that the transfer of the Transferred Employees’ employment to Newco does not constitute a termination of their employment for purposes of any entitlement to severance and/or termination benefits pursuant to any applicable laws, or any employment, severance or termination contract between such Seconded Employee and Bell Media and (e) provide such other terms or provisions (including without limitation relating to compliance with all applicable privacy legislation) as Bell Media may reasonably require.

6.1.2 As of the Employee Transfer Time, Newco shall become the successor employer of all Transferred Employees who are subject to the terms of a collective agreement and shall assume all obligations under any such collective agreement.

6.1.3 Bell Media will, as soon as practical after the Employee Transfer Time and subject to applicable law, provide Newco with a copy or original of each Transferred Employee’s complete employment file and with any other information or documents reasonably requested by Newco in connection with its employment of the Transferred Employees. ABRIDGED - 11 -

6.2 Vacation

6.2.1 Newco shall assume all accrued unused vacation as at the Employee Transfer Date and vacation carried over from prior years in respect of each Transferred Employee.

6.2.2 Newco shall provide each Transferred Employee with an annual vacation entitlement equal to such Transferred Employee’s annual vacation entitlement as of the Employee Transfer Date.

ARTICLE 7 TERM AND TERMINATION OF AGREEMENT

7.1 Term of Agreement

The term of this Agreement shall commence on the date hereof and shall terminate on the Closing Date (the “Term”).

7.2 Termination of Services by Newco

Newco may, at any time upon 30-days prior written notice to Bell Media (or such lesser period as Bell Media may agree), terminate any particular Service or any portion of any Service on the date set forth in the notice notifying Bell Media of the termination of such Service or any portion of any Service.

7.3 Termination for Breach

Either Party may terminate this Agreement at any time by written notice in the event the other Party has committed a material breach of this Agreement and such breach is not capable of being cured or, if capable of being cured, is not cured by the breaching Party within five Business Days of the giving of notice of such breach by the other Party.

7.4 Effect of Termination

All Fees that have accrued but have not yet been paid prior to the termination of this Agreement or any part thereof, in respect of the Access Rights, Services or provision of Seconded Employees so terminated, shall be promptly, and in any event, no later than 30 days thereafter, paid to the Party entitled thereto following presentation of an invoice therefor. The provisions of Article 8 and any other provision which by its terms is intended to survive the termination of this Agreement will survive the termination or expiration of this Agreement and remain in full force and effect thereafter. ABRIDGED - 12 -

ARTICLE 8 LIABILITY OF BELL MEDIA AND INDEMNIFICATION

8.1 Liability of Bell Media

8.1.1 Neither Bell Media nor any other person providing Services on behalf of Bell Media (including without limitation any of its other Affiliates) shall have any liability to Newco for any claims, liabilities, damages, losses, costs, expenses, fines or penalties arising on account of the provision by Bell Media of the Services, the Seconded Employees or the Access Rights, the failure to provide the Services, the Seconded Employees or the Access Rights or otherwise and whether or not such losses were caused by the negligence of Bell Media, except for losses arising from the gross negligence or willful misconduct of Bell Media.

8.1.2 Bell Media’s maximum liability to, and the sole remedy of, Newco for any breach by Bell Media of a provision hereof relating to the provision of a Service, a Seconded Employee or an Access Right, is an amount equal to the lesser of (a) the actual out-of-pocket costs and expenses incurred by Newco directly as a result of such breach and (b) refund of the Services Fee, Secondment Fee or Access Fee, as the case may be, paid to Bell Media in respect of such Service, Seconded Employee or Access Right, excluding any payments made to a third party on behalf of Newco none of which shall, for greater certainty, be refundable to or recoverable by Newco.

8.1.3 In no event shall Bell Media be liable to Newco for any consequential, incidental, indirect or special damages suffered by Newco and arising out of this Agreement, whether resulting from negligence of Bell Media or otherwise.

8.2 Indemnification

Newco agrees to indemnify and hold Bell Media, its directors, officers, shareholders, Affiliates and employees, harmless from any damages, loss, expense, cost or liability, including sales taxes and any related interest or penalties, legal fees and expenses and the cost of enforcing this Agreement, arising out of, resulting from or in any way related to a third party claim regarding Bell Media’s performance, purported performance or non-performance of this Agreement, including claims by any Transferred Employees relating to the transfer of their employment in accordance with the terms of this Agreement, or arising from or related to its entering into this Agreement.

ARTICLE 9 COOPERATION

9.1 Cooperation

Each Party shall cooperate with the other Party in all matters relating to the provision and receipt of the Services, the Seconded Employees and Access Rights, including, without limitation, providing information and documentation sufficient to perform the Services and, in the case of Newco, making available, as reasonably requested by Bell Media, sufficient resources ABRIDGED - 13 - and timely decisions, approvals and acceptances in order that Bell Media may perform its obligations under this Agreement.

9.2 Access to Records

During the Term, Bell Media shall maintain, and, for a period of one year thereafter, Bell Media shall retain, books and records relating to the Services and the Seconded Employees and shall, subject to obligations of confidentiality to third parties and all applicable laws, provide to Newco copies of such books and records as may be reasonably requested by Newco.

ARTICLE 10 GENERAL

10.1 CRTC Compliance

In the performance of their obligations under this Agreement, Bell Media and Newco shall observe and comply with all applicable laws, regulations, rules, ordinances, standards, codes, permits, licenses and specifications of the CRTC and any other duly constituted public authority having jurisdiction over the operation of the Business. Notwithstanding anything herein, this Agreement is in all respects subject to the terms of the CRTC License. If any action contemplated by this Agreement is subject to any required CRTC approval, upon the reasonable request by any Party hereto, the other Party hereto will co-operate in good faith to pursue any required CRTC approval to permit any such action in a timely manner in accordance with CRTC requirements, and will used its reasonable best efforts to do all things reasonably necessary to complete the CRTC approval process successfully.

10.2 Confidential Information

Newco acknowledges and agrees that it may become privy to proprietary and confidential information of Bell Media’s business in connection with the performance of its obligations hereunder. Newco agrees to maintain the absolute confidentiality of Bell Media’s proprietary and confidential information and agrees not to disclose any such information for any reason whatsoever other than disclosure to the officers, directors, employees or advisors of Newco or its Affiliates to the extent necessary to allow for the performance of its obligations under this Agreement. Newco further agrees not to use any such information of Bell Media in any manner whatsoever except as expressly permitted under this Agreement. Notwithstanding the foregoing, Newco shall not have any obligation of confidentiality with respect to information which (a) is part of the public domain; (b) becomes part of the public domain other than as a result of a breach of these provisions by Newco; (c) can be demonstrated to have been known or available to Newco or independently developed by Newco; (d) was received in good faith from an independent Person who was lawfully in possession of such information free of any obligations of confidence; (e) is released from the provisions of this Agreement by the written authorization of the other Party; and (f) which is required to be disclosed by applicable law. Bell Media agrees that it will use commercially reasonable efforts to ensure that Seconded Employees agree to comply with the restrictions of this section 10.2. ABRIDGED - 14 -

10.3 Intellectual Property

Bell Media and Newco agree that, as between themselves:

(a) all results and proceeds of the services of any Seconded Employee or any employee of Bell Media engaged in providing the Services and all materials or works created or developed by such employees in the course of their employment, which, in each case, were developed exclusively or primarily for the Business will be the sole and absolute property of Newco for all purposes;

(b) all other results, proceeds, materials or works shall be the sole and absolute property of Bell Media for all purposes;

(c) without limiting the generality of subsection (a) above, Bell Media acknowledges and agrees that, as between Bell Media and Newco, Newco shall be the sole owner of all right, title and interest in and to any and all programs produced exclusively for use by Newco and to all registered or unregistered trademarks, trade names, service marks, copyrights and anything else of a similar nature pertaining exclusively to the operations of Newco (the “Newco Property”) and Bell Media acknowledges and agrees that it will not acquire any right, title or interest in and to the Newco Property; and

(d) without limiting the generality of subsection (b) above, Newco acknowledges and agrees that, as between Newco and Bell Media, Bell Media shall be the sole owner of all right, title and interest in and to any and all programs which are not produced exclusively for use by Newco and to all registered or unregistered trademarks, trade names, service marks, copyrights and anything else of a similar nature that does not pertain exclusively to the operations of Newco and Newco acknowledges and agrees that it will not acquire any right, title or interest in and to such property.

10.4 Third Party Beneficiaries

Each of Bell Media and Newco intends that this Agreement shall not benefit or create any right or cause of action in or on behalf of any person other than Bell Media and Newco. Without limiting the generality of the foregoing, this Agreement shall not be construed to create or enlarge any right of any Seconded Employee to remain in the employment of Bell Media or Newco, nor shall it interfere in any manner with the right of Bell Media, in accordance with this Agreement, to terminate the employment of any Seconded Employee.

10.5 Force Majeure

No Party shall be responsible to the other for the non-performance or delay in performance by such first mentioned Party occasioned by any causes beyond its control including, without limitation, acts or omissions of the other Party hereto, acts of civil or military authority, strikes, lock-outs, embargoes, insurrections or acts of God. ABRIDGED - 15 -

10.6 Separate Agreements and Termination

This Agreement shall be construed as a separate and independent agreement with respect to each Service provided hereunder and with respect to the provision of the Seconded Employees and the provision of the Access Rights. Any termination of this Agreement with respect to any of the Services, the provision of the Seconded Employees or the provision of the Access Rights shall not terminate this Agreement with respect to any of the other Services, the provision of the Seconded Employees or the provision of the Access Rights, as the case may be.

10.7 Relationship of the Parties

Each Party agrees and acknowledges that it is an independent contractor in relation to the other Party. Except as expressly set forth herein, neither Party has the authority to, and each Party agrees that it shall not, directly or indirectly, contract for any obligations of any kind in the name of or chargeable against the other Party without such other Party’s prior written consent.

10.8 Notices

Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be given by facsimile or other means of electronic communication or by hand-delivery as hereinafter provided. Any such notice or other communication shall be deemed to have been received on the business day following the sending, or if delivered by hand shall be deemed to have been received at the time it is delivered to the applicable address noted below either to the individual designated below or to an individual at such address having apparent authority to accept deliveries on behalf of the addressee. Except for a change of principal office, notice of change of address shall also be governed by this section. In the event of a general discontinuance of postal service due to strike, lock-out or otherwise, notices or other communications shall be delivered by hand or sent by facsimile or other means of electronic communication and shall be deemed to have been received in accordance with this section. Notices and other communications shall be addressed as follows:

(a) if to Bell Media:

Bell Media Inc. 299 Queen Street West Toronto, Ontario M5V 2Z5

Attention: ●

Telecopier number: ●

(b) if to Newco:

●

Attention: Secretary ABRIDGED - 16 -

Telecopier number: ●

10.9 Assignment

Except as expressly provided for herein, neither this Agreement nor any benefits or burdens under this Agreement shall be assignable by any Party other than to an Affiliate of that Party without the prior written consent of the other Party and, in the event of any assignment to an Affiliate, the assignor shall remain jointly and severally liable with such Affiliate. Subject to the foregoing, 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 either Party) and permitted assigns.

10.10 Further Assurances

Bell Media and Newco acknowledge and agree that they shall do or shall cause to be done all acts or things reasonably necessary to implement and carry out this Agreement to its full extent. In particular, the parties agree that in the event that it is determined that there is any error and/or omission in this Agreement (including in any schedule attached hereto), they will work together in good faith to correct such error and/or omission, including, without limitation, by way of delivering corrected schedules, as soon as is reasonably practicable following the error and/or omission being discovered.

10.11 Facsimile and Counterparts

This Agreement may be executed by the Parties in facsimile and in separate counterparts each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank] ABRIDGED - 17 -

IN WITNESS WHEREOF the parties hereto have duly executed this Agreement.

BELL MEDIA INC.

By: Name: Title:

[NEWCO]

By: Name: Title: ABRIDGED DRAFT

Schedule 1.1.1(c) Actual Costs and Expenses ABRIDGED DRAFT

Schedule 1.1.1(h) Bell Media Licensed Intellectual Property ABRIDGED DRAFT

Schedule 1.1.1(t) Newco Licensed Intellectual Property ABRIDGED - 21 - ABRIDGED - 22 -

Schedule 1.1.1(cc) Shared Seconded Employees ABRIDGED

Schedule 2.1 Services

[NTD: List to be reviewed and completed]

List of services rendered by Astral/Bell Media to its Stations

1. IT services and technical support

2. Legal

3. Finance

4. Administration (President and VPs; Sales, Finance, Operation, Content, Digital sales)

5. Human Resources

6. Support functions (AR, AP processing, administration, Payroll, HR processing, etc., including benefits)

7. For systems, please refer to the Information Technology section of the data room

8. Multi-Station Agreements

a. Master Hosting Services Agreement between Astral Media Radio and Emmis Interactive Inc.

b. License and Service Agreement between Grooveworx LLC , Orbyt Media, a division of Astral Media G.P. and the New Unique Broadcasting Company Limited (Mobile Applications)

c. Jumpwire Inc. Digital Strategies Consulting Agreement – Applicable to CHBM (Toronto) only

d. CP/BN License Agreements (BN Wire/Audio Agreement, Online Content License Agreement, Production Services Agreement with Orbyt Media

e. Cineplex Visibility Partnership Agreement

f. Canadian Traffic Network ULC ABRIDGED APPENDIX 5 Financial Statements ABRIDGED ABRIDGED

CKQB CJOT Consolidated CAD$'000 FY11 FY12 FY11 FY12 FY11 FY12 Revenue Broadcast revenues ( Local ) 3,174 2,568 1,141 1,036 4,315 3,604 Broadcast revenues ( National ) 1,544 1,634 349 369 1,892 2,003 Contra revenue 56 80 41 60 96 140 Interactive revenue 83 123 35 43 117 166 Other revenues (14) (10) 3 (3) (11) (13) Total revenue 4,842 4,395 1,568 1,505 6,410 5,900 Total variable costs 1,412 1,228 374 360 1,785 1,588 Variable profit 3,430 3,167 1,195 1,145 4,625 4,312 Fixed costs: Direct fixed costs: Total programming 761 732 617 659 1,378 1,391 Total news 63 87 40 - 103 87 Total technical 137 124 114 96 252 220 Total sales 25 41 42 26 67 67 Total advertising 511 380 326 668 837 1,048 Total premises - - - - Total administration 4 2 - - 4 2 Interactive - fixed costs 99 96 - 99 96 Total direct fixed costs 1,600 1,462 1,138 1,447 2,738 2,909 Station EBITDA, excl. market common costs allocated 1,830 1,705 56 (302) 1,886 1,403 Market common costs allocated: Total programming 88 94 6 - 94 94 Total news 18 17 - 18 17 Total technical 74 59 13 13 87 72 Total sales 168 150 20 20 188 170 Total advertising 145 140 1 1 146 141 Total premises 125 122 28 28 153 150 Total administration 344 307 115 114 460 421 Total market common costs allocated 962 889 183 176 1,145 1,065 Reported EBITDA 868 816 (127) (478) 741 338

Revenue growth (9.2)% (4.0)% (8.0)% Variable margin 70.8% 72.1% 76.2% 76.1% 72.1% 73.1% EBITDA margin (excluding market common costs allocated) 37.8% 38.8% 3.6% (20.1)% 29.4% 23.8% Reported EBITDA margin 17.9% 18.6% (8.1)% (31.8)% 11.6% 5.7% (2) CJOT was launched in May FY10. Via GCKey

June 12th, 2013

Mr. John Traversy Secretary General Canadian Radio-television and Telecommunications Commission Ottawa, Ontario K1A 0N2

Dear Mr. Traversy:

Re: 8324433 Canada Inc. on behalf of CKQB-FM Newco and CJOT-FM Newco Transfer of Shares - Change in effective control - Applications No: 2013-0589-7 and 2013-0590-5 – Response to deficiency letter dated May 28th, 2013

Corus Entertainment Inc. (Corus) on behalf of 8324433 Canada Inc., CKQB-FM Newco and CJOT-FM Newco, hereby provides its response to the Commission’s deficiency letter dated May 28th, 2013.

Corus has filed via GCKey the following documents:

1. Response to deficiency letter dated May 28th, 2013 – Confidential and Abridged versions; 2. Appendix A – Appendix 2A for 8324433 Canada Inc. – Confidential and Abridged versions; 3. Appendix B – Draft Asset Transfer Agreements – Confidential and Abridged versions; 4. Appendix C – Confidentiality Agreement dated 2012-09-04 5. Appendix D – Financial Statements as of August 31st, 2012 and interim financial statements as of February 28th, 2013 – Confidential and Abridged versions; 6. Appendix E – Lease details – Confidential and Abridged versions.

Appendix B and the amounts in Appendix E and in the answer to question 11 of its response to deficiency letter as confidential.

The sections that have been redacted contain competitively sensitive information whether for the current year or future years that could be detrimental to the licensees involved if released. This information is not otherwise publicly accessible, whether to the Commission or for securities purposes and could if released impact our ability to negotiate similar commercial arrangements.

We are also hereby designating as confidential the home addresses of the individual directors and officers of the corporations listed in Appendix A. This request is made to address privacy concerns related to the disclosure of the home addresses, other than the city of residence, of these directors and officers. Abridged versions of all appendices and the response to deficiency letter have been provided for the public record.

Corus trusts that the application is in proper form; however, should you have any questions please contact the undersigned.

Thank you for your attention to this matter.

Sincerely,

Sylvie Courtemanche Vice President, Government Relations Corus Entertainment Inc.

Cc: Marie-Claire Bouthillier, CRTC Kevin Goldstein, Bell Media Inc.

***End of document*** ABRIDGED

Via GCKey

June 12th, 2013

Mr. John Traversy Secretary General Canadian Radio-television and Telecommunications Commission Ottawa, Ontario K1A 0N2

Dear Mr. Traversy:

Re: 8324433 Canada Inc. on behalf of CKQB-FM Newco1 and CJOT-FM Newco2 Transfer of Shares – Change in effective control – Applications No: 2013-0589-7 and 2013-0590-5 – Response to deficiency letter dated May 28th, 2013

Corus Entertainment Inc. (Corus) on behalf of 8324433 Canada Inc., CKQB-FM Newco and CJOT-FM Newco, hereby provides its response to the Commission’s deficiency letter dated May 28th, 2013.

The Commission’s questions are reproduced below with the Applicant’s response provided in bold.

Ownership Analysis 1. Appendix 2A - We understand some of the ownership information usually contained in Appendix 2A has been deposited through the BOIAF for the past ownership structure of Corus Entertainment Inc. (Corus) and Bell Media Inc. (Bell).

- Nonetheless, the information is still required for the new corporation that has been created by Corus, namely 8324433 Canada Inc. (4433 Inc.).

1 CKQB-FM Newco is a wholly owned subsidiary of Astral Media Radio G.P. to be incorporated. 2 CJOT-FM Newco is a wholly owned subsidiary of Astral Media Radio Inc. to be incorporated. ABRIDGED 2

- Further, the Commission has not received the composition of the board of directors for 4433 Inc. as of the closing of the transaction.

- Therefore, please file an Appendix 2A that sets out the chain of control in the following cases:

Post closing of BCE/Astral but prior to the current transaction a) 4433 Inc. and the holders of the licences for CKQB-FM and CJOT-FM (CKQB Newco and CJOT Newco respectively), should the BCE/Astral Arrangement be approved by the Commission.

Corus response

Enclosed as Appendix A is Appendix 2A reflecting Corus’s ownership of 4433 Inc.

Appendix 2A information for CJOT Newco and CKBQ Newco is on file in Applications 2013-0247-1, 2013-0248-9, and 2013-0367-7 (BNC 2013-106, item 2). Please refer to Doc02, setting out Astral Media Radio Inc.’s ownership of CJOT Newco and Astral Media Radio GP’s ownership of CKQB Newco at Step I.A of the transaction. As a result of the proposed reorganizations described in that transaction, after the final post-closing Step VI (Doc25):

- CJOT Newco would be held directly by Bell Media Inc.; and

- CKQB Newco would be held directly by Astral Media Radio GP, a partnership of Bell Media Inc.’s wholly-owned subsidiary 4382072 Canada Inc. (18.71 percent of the partnership interest) and of Bell Media Inc.’s wholly- owned subsidiary Astral Media Radio (Toronto) Inc. (81.29 percent of the partnership interest).

Following the post-closing reorganization, control of the two Newcos would, in the event of Commission approval, be deposited with the trustee.

Following the current transaction b) 4433 Inc. following this transaction should the Commission approve it.

Corus response

Enclosed as Appendix A is Appendix 2A reflecting Corus’s continued ownership if 4433 Inc.

2. Intangible benefits / Rationale for the transaction - In the supplementary brief it is stated that one of the reasons why this transaction is beneficial to Canadians is that Corus will be able to provide its expertise in operating stations under the rock music format. Yet, it is also stated that Corus is contemplating a change of format for both CKQB-FM and CJOT-FM (the stations). Please comment. ABRIDGED 3

Corus response

The reference to expertise in rock music formats pertains to CKQB-FM only, since of the two stations it is the only one currently in the rock format. CKQB-FM has a long established history and brand image in the rock format and any changes would be in program execution as opposed to format change. Execution includes key variables such as station imaging, promotion, talent coaching on content and external advertising. We would expect that CKQB-FM has sufficient "legs" in its brand image and market history to be able to once again see the kind of successful ratings that it enjoyed both under Standard Broadcasting and Astral ownership.

References to changes might only apply to changes in CJOT-FM programming, since the station was only recently launched by Astral as a new licence in a gold based format.

3. Asset Transfer Agreement and Reorganisation a) Paragraph 7.1(a) states that by 3 April 2013, Bell would have filed a detailed summary plan with respect to any contemplated reorganisation with respect to the stations. Please file that summary plan with the Commission.

Corus response

Corus received on April 5th, 2013 by e-mail from BCE Inc. a detailed summary plan regarding any contemplated reorganization related to the Ottawa radio stations. Following receipt of the e-mail and after further discussions with BCE Inc., we understand that the following reorganization plan is proposed by BCE Inc. in relation to CKQB-FM and CJOT-FM:

 Astral Media Radio Inc. (Astral Radio) incorporates a new subsidiary (CJOT Newco).  Astral Media Radio GP (Radio GP) incorporates a new subsidiary (CKQB Newco).  Astral Radio transfers all the CJOT-FM assets to CJOT Newco.  Radio GP transfers all CKQB-FM assets to CKQB Newco.  The BCE-Astral arrangement closes.  Astral Radio is amalgamated with various entities, including Bell, to form New Bell Media, and the shares in CJOT Newco and CKQB Newco are put in trust with the Astral trustee.  New Bell Media and Radio GP sell their respective shares of CJOT Newco and CKQB Newco to 4433 Inc.

b) Please provide an executed copy of the Asset Transfer Agreement referred to therein along with supporting schedules or details outlining the distribution of assets and any related financial consideration. ABRIDGED 4

Corus response

The Asset Transfer Agreements (as defined in the Share Purchase Agreement “SPA”) that are contemplated – one between Astral Radio and CJOT Newco, and the other between Radio GP and CKQB Newco – would not be executed until the closing of the Bell-Astral arrangement. Enclosed as Appendix B are draft copies of the Asset Transfer Agreements.

4. Complete filing – Please refer to section 8.8 of the Share Purchase Agreement (SPA). As the entire agreement between the parties is constituted in the SPA, the Confidentiality Agreement and other agreements, please confirm that all such agreements are filed or will be filed with the Commission and commit to a date of filing, as the case may be.

Corus response

Corus has provided with its application the summary of the key terms of the following agreements, which were included in the Share Purchase Agreement with BCE Inc. as follows:

 Merivale Lease (Schedule 4.11)  Trade-mark licence agreement (Schedule 1.1 (ssss))  Transmitter site licence (Schedule 1.1 (tttt)

Corus is currently negotiating the long form agreements for the items above. However, the long form will reflect the key terms that have already been agreed to and are detailed in the Schedules above. These long form agreements would not be executed until the closing of the transaction.

Corus is also providing as Appendix C the Confidentiality Agreement signed with BCE Inc. on 4th of September 2012.

5. Involvement of the trustee - Staff notes that a trust will be created in the event the Commission approves the BCE/Astral Arrangement. Yet the role of the trustee is not explained in the BCE/Astral Supplementary brief. Please clarify the trustee’s involvement in:

a) the current transactions and

b) contracts / sales agreement or any other terms of understanding related to this transaction.

- Should the Commission approve the BCE/Astral Arrangement, please:

c) indicate whether Bell or the trustee will be in charge of the payment of outstanding tangible benefits in relation to CKQB-FM, as per section 61 of the supplementary brief. ABRIDGED 5

Corus response

At the time of perfecting the agreement between BCE Inc. and Corus, the proposed BCE Inc. trustee had not yet been appointed. At the time of writing of this letter, the Commission has not yet published an approval of the trustee. As such the trustee has not been involved in the process and there is no reason in law for this to occur to date.

Meanwhile the Share Purchase Agreement (SPA) dated March 4th, 2013 expressly contemplates divestiture of this property and the role of a trustee in the preamble D; in the Definitions in Article I (such as “BCE Trust Agreements” and “BCE Trustee”); and in Article 9.2. The SPA expressly provides that the trustee shall have full power and authority in voting the shares.

The trustee would operate according to the terms of the Voting Trust Agreement filed by BCE Inc. on January 31st, 2013 to which is appended the affidavit of Pierre Boivin, dated December 3rd, 2012.

6. Termination fees – Concurrently with these applications, the Commission received two other groups of applications for a change in control, i.e. change in control of the undertakings Historia and Séries+ (H&S applications) and change in control of the undertakings TELETOON, TELETOON Retro, TÉLÉTOON Rétro and Cartoon Network (TELETOON application).

In the Radio applications, it is stated that Corus will pay $195,000 to BCE Inc. (BCE) if the Commission does not approve the BCE/Astral transaction, whereas the H&S applications and the TELETOON application mention that BCE will pay $3,735M and $2,079M respectively to Corus if the Commission does require the divestiture of assets.

a) Please explain the rationale behind BCE paying Corus a termination fee in one instance and Corus Paying BCE a termination fee in the other.

Corus response:

There is a typographical error in Section 6.3 of the CJOT/CKQB share purchase agreement. It should read, “If this Agreement is terminated pursuant to Section 6.1(1)(d) then Vendor shall pay to Purchaser within three Business Days of such termination a cash amount of $195,000 (the “Termination Fee”) by way of liquidated damages” [emphasis added]. The second sentence of s. 6.3 reinforces the fact that there is a typographical error in the first sentence, by virtue of precluding “other amounts… due and payable…by Vendor” [emphasis added]; that is, the second sentence implies that the termination fee in the first sentence is payable by Vendor. ABRIDGED 6

Value of the transaction 7. Supplementary brief – Please refer to paragraph 57 of the supplementary brief, and:

a) specify the properties (or assets) to which you refer, and

Corus response:

This refers to four transmitter sites as follows:

 Primary site for CJOT-FM (West half of Lot 15 and 15 in Concession 4 of the Township of Osgood, in the Regional Municipality of Ottawa-Carleton, ON; also known as Manotick)  Primary site for CKQB-FM (Part of Lot Number Twenty “B” (Pt 20B), Range Nine, according to the Official Plan and Book of Reference for the Township of Hull, County of Gatineau, QC; also known as Camp Fortune)  Emergency site for CJOT-FM (351, boulevard St-Joseph, Gatineau, QC),  Repeater site for CKQB-FM (Township of Wilberforce, Renfrew, ON)

This also refers to offices and studios located on the first and second floors of the building located at 1504 Merivale Road, Ottawa, ON.

b) indicate whether each of these assets will be either leased by Corus or acquired by Corus as part of the share purchase.

Corus response:

4433 Inc. has agreed to assume the following:

 The licence agreement with Rogers Broadcasting Limited for the Manotick primary site, and  The licence agreement with Canadian Broadcasting Corporation for the Camp Fortune primary site.

BCE Inc. and 4433 Inc. have agreed to enter into a transmitter licence agreement for the Gatineau emergency site and the Wilberforce repeater site.

BCE Inc. (or one of its affiliates) and 4433 Inc. have agreed to enter into a lease for the Ottawa offices and studios.

8. Cash distribution – With respect to cash distribution, article 4.15 of the SPA provides for dividends in an amount equal to substantially all of the cash on hand to be paid immediately before the calculation of the value of the working capital at closing. Our understanding is that the purchase price has been determined as if the amount of cash at hand as of the date of the transaction was close to $0. Please comment. ABRIDGED 7

Corus response:

We confirm that, immediately before closing, cash is distributed, so there is no cash in the businesses at the time of closing, and therefore the working capital calculation is based solely on non-cash working capital. Please note that the “Working Capital Adjustment” is based on the variance between the working capital at the time of closing and the “Target Working Capital”.

9. Financial statements – Please file a complete set of financial statements as of 31 August 2012 for each station, i.e. CJOT-FM and CKQB-FM, including the notes to financial statements. Also please provide interim financial statements, if available, as of 4 March 2013, or as close to that date as possible.

Corus response:

Individual Balance Sheet and Cash Flow Statements are not available for CJOT- FM or CKQB-FM. Enclosed as Appendix D are Income Statements for the individual services for the fiscal year ending August 31st, 2012 as well as the interim period ending February 28th, 2013.

10. Leases – Please provide details for any and all lease arrangements that each station has as of 4 March 2013 and the planned disposition for each. This includes, but is not limited to, real property, equipment and other leases referred to in Schedule 3.2 to the SPA and the 1504 Merivale lease referred to in Schedule 4.11. The following table is provided to assist you in preparing this information. Examples of leases include but are not limited to premises, transmission towers or tower space, software licences, vehicles, equipment, etc.

Corus response:

Enclosed is Appendix E providing lease details, in the format included in the Commission’s letter.

11. Interim period agreements – With reference to subsections 4.11, 4.12, and 4.13 of the SPA and the Interim Service Agreement set out in Schedule E, please provide copies of all executed agreements and any other information related to the financial obligations related to these subsections for each station.

Corus response:

The forms of the Merivale Lease, the Trademark Licence Agreement and the Transmitter Site Agreement (as those terms are defined in the purchase agreement referenced in paragraph 3 of the supplementary brief) have not yet been finalized. In any case, these agreements would not be executed until the closing of the transaction. The financial obligations under the Trademark Licence Agreement are set out in Schedule 1.1(ssss) of the SPA: i.e., XX per year per station. The financial obligations under the Merivale Lease are set out in Schedule 4.11 of the SPA: i.e., annual minimum rent for years 1-5 = XX; annual minimum rent for years ABRIDGED 8

6-10 = XX; annual additional rent (including building operating costs and property taxes) is estimated to be XX for year 1, and is unknown for years 2-10. BCE Inc. estimates that the financial obligations under the Transmitter Site Agreement will be equal to XX per month.

Two Interim Service Agreements (as that term is defined in the purchase agreement referenced in paragraph 3 of the supplementary brief) are contemplated – one between BCE Inc. and CJOT Newco (which will be controlled by BCE Inc. or the Trustee approved by the Commission during the applicable time period), and the other between BCE Inc. and CKQB Newco (which will also be controlled by BCE Inc. or the Trustee approved by the Commission during the applicable time period) – for the provision of the stations’ employees’ services while the stations are in trust. These agreements are not executed until the closing of the BCE Inc.-Astral arrangement. BCE Inc. estimates that the financial obligations under Sections 5.1-5.3 of the interim services agreement will be equal to XX per month.

12. Proposed reorganization – Please indicate how the Reorganization (as defined in subsection 7.1 of the SPA) will affect the assets being transferred.

Corus response:

The Reorganization (as described in reply to question 3(a) above) will not affect the assets being transferred, except to the extent that ownership of the assets will change.

Corus appreciates the opportunity to address these questions. We remain available to respond to any further information requests if required.

Sincerely,

Sylvie Courtemanche Vice President, Government Relations Corus Entertainment Inc.

Attachment

Cc: Marie-Claire Bouthillier, CRTC Kevin Goldstein, Bell Media Inc.

***End of document*** APPENDIX A ABRIDGED

APPENDIX 2A Section A Name of the APPLICANT 8324433 CANADA INC.

Definitions

2.1 Authorized Securities

Describe all categories of shares authorized to be issued.

Security Type Number of Votes Per Convertible Participating (6) Number of Shares Number Issued Share (y/n) (y/n) Authorized and Outstanding Common 1 n y unlimited one Shares

2.2 Shareholding

Supply the details for each shareholder holding 10% or more of the voting shares(5), of the voting rights (if different from the voting shares), and of any other category of shares identified in the common shares(6) definition. For the remaining shareholders, (those holding less than 10%) supply the total shares under "Others Canadian" and "Others Non-Canadian".

Security Type Shareholder Name Complete Home Address or Legal Entity Canadian(2) Number of % (1) Jurisdiction (x) Shares Held Votes Corus Common Shares Entertainment Federal Corporation X 1 100 Inc.

2.3 Directors and Officers

Supply a list of the current/proposed directors and officers of the corporation (3) (4)

Name of Complete Home Address Canadian(2) Directors Date of Appointment Officer Position Directors/Officers (1) (x) Calgary, Alberta Heather A. Shaw X March 1, 2013 Chair North York, Ontario John M. Cassaday X March 1, 2013 CEO Toronto, Ontario CFO & Thomas C. Peddie X March 1, 2013 Treasurer Etobicoke, Ontario Chris Pandoff President Oakville, Ontario Vice-President Judy Adam Finance APPENDIX A ABRIDGED

Toronto, Ontario Vice-President Cheryl Bechtel Controller Toronto, Ontario Corporate Gary Maavara Secretary Assistant Toronto, Ontario Randy Witten Corporate Secretary

Exemption:

The applicant hereby confirms that :

 All ownership information for each of the entities that form part of the control chain has been supplied within the last 12 months from the date of this application, and accepted as satisfactory by the Commission; and

 No changes have occurred since the last filing that would be subject to a notification requirement or prior approval by the Commission pursuant to the Regulations; and

 No amalgamation has occurred.

date of filing of last complete update: 13/03/11

BOIAF Rapids # 562859

YY/MM/DD

APPENDIX 2A Section B Name of the Shareholder Corporation

Definitions

2.1 Authorized Securities

Describe all categories of shares authorized to be issued.

Security Type Number of Votes Per Convertible Participating (6) Number of Shares Number Issued Share (y/n) (y/n) Authorized and Outstanding APPENDIX A ABRIDGED

2.2 Shareholding

Supply the details for each shareholder holding 10% or more of the voting shares(5), of the voting rights (if different from the voting shares), and of any other category of shares identified in the common shares(6) definition. For the remaining shareholders (those holding less than 10%), supply the total shares under "Others Canadian" and "Others Non-Canadian".

Security Type Shareholder Name (1) Complete Home Address or Legal Entity Canadian(2) Number of % Jurisdiction (x) Shares Votes Held

2.3 Directors and Officers

Supply a list of the present/proposed directors and officers of the corporation (3) (4)

Name of Complete Home Address Canadian(2) Directors Date of Officer Position Directors/Officers (1) (x) Appointment

For an additional APPENDIX 2A, copy tables 2.1, 2.2 and 2.3 on a new page

DEFINITIONS APPENDIX A ABRIDGED

(1) director/shareholder: If any of these persons hold public office, by election or appointment, indicate the office held under the name of the person(s).

(2) Canadian: Specify if Canadian or Non-Canadian. If a person, CANADIAN means a Canadian citizen, ordinarily resident in Canada, and as defined in the Direction to the CRTC (Ineligibility of Non-Canadians) P.C. 1997-486 as amended by P.C. 1998-1268. If a corporation, CANADIAN means a "qualified corporation" as defined in the Direction to the CRTC (Ineligibility of Non-Canadians) P.C. 1997-486 as amended by P.C. 1998-1268.

(3) directors Means a person who is a member of the board of directors of a corporation or, where the corporation has no directors, a person performing functions that are similar to the functions performed by directors, as defined in the Direction to the CRTC (Ineligibility of Non-Canadians) P.C. 1997-486 as amended by P.C. 1998-1268.

(4) officers: Those persons designated as Chairman, President, Chief Executive Officer, Vice-President, General Manager, Secretary, Assistant-Secretary, Comptroller, Treasurer, Assistant-Treasurer or any others under similar titles.

(5) voting shares: The shares to which are attached one or more votes, and includes securities that are convertible into such shares at all times at the option of the holder.

(6) common shares: The shares that represent the residual equity in the earnings of the corporation, and includes securities that are convertible into such shares at all times at the option of the holder and the preferred shares to which are attached rights to participate in the earnings of the corporation with no upper limit.

(7) applicant/shareholder: If a person, refers to a person who has reached the age of majority. ABRIDGED APPENDIX B ABRIDGED APPENDIX B ABRIDGED APPENDIX B ABRIDGED APPENDIX B ABRIDGED APPENDIX B ABRIDGED APPENDIX B ABRIDGED APPENDIX B ABRIDGED APPENDIX B ABRIDGED APPENDIX B ABRIDGED APPENDIX B ABRIDGED APPENDIX B ABRIDGED APPENDIX B ABRIDGED APPENDIX B ABRIDGED APPENDIX B ABRIDGED APPENDIX B ABRIDGED APPENDIX B ABRIDGED APPENDIX B ABRIDGED APPENDIX B ABRIDGED APPENDIX B ABRIDGED APPENDIX B ABRIDGED APPENDIX B ABRIDGED APPENDIX B ABRIDGED APPENDIX B ABRIDGED APPENDIX B ABRIDGED APPENDIX B ABRIDGED APPENDIX B ABRIDGED APPENDIX B ABRIDGED APPENDIX B ABRIDGED APPENDIX B ABRIDGED APPENDIX B ABRIDGED APPENDIX B ABRIDGED APPENDIX B ABRIDGED APPENDIX B ABRIDGED APPENDIX B ABRIDGED APPENDIX B ABRIDGED APPENDIX B ABRIDGED APPENDIX B ABRIDGED APPENDIX B APPENDIX C

September 4, 2012

CONFIDENTIAL

BELL MEDIA INe. / ASTRAL MEDIA INe.

Dear Sir/Madam:

BELL MEDIA INe. / ASTRAL MEDIA INe. (collectively, the "Djscloser"), in connection with commencing discussions regarding a possible divestiture opportunity relating to radio stations located within the Ottawa-Gatineau (English) market, and listed in Schedule A hereto, which will be provided to you at a later date following the execution of this Agreement (the "Radio Stations") (the "Opportunitv"), is furnishing to Corus Entertainment Inc. ("Recipient"), certain confidentiai and proprietary information of the Discloser. As a condition to furnishing such information, Discloser is requiring that Recipient enter into this agreement (the "Agreemenn, whereby Recipient shall, upon the terms as set forth below, treat confidentially all Evaluation Material (as hereinafter defined) that the Discloser furnishes to the Recipient and/or its affiliates (other than Shaw Communications Inc. and its subsidiaries) and/or its and their respective directors, officers, employees, advisors (including, without limitation, legal counsel, accountants and financial advisors) or other representatives (all of the foregoing collectively referred to as "Reci"ient's ~resentatiyes").

As used in this Agreement, (i) the term "Evaluation Material" means all information regarding the Opportunity, including the identity of the Radio Stations, and the Discloser's business and affairs, including without limitation, its products, services, customers, suppliers, employees or assets, forecasts, strategic plans, budgets, training techniques, trade secret, data, idea, know-how and all third-party confidential information in the possession of Discloser, whether oral or written, and all copies, compilations or other documents (whether in digital form or otherwise) which contain or otherwise reflect such information, including all notes, analyses, compilations, studies, summaries, interpretations, documents and other writings or material prepared by the Recipient or Recipient's Representatives to the extent they contain, are based on or refer to any such information described above (collectively, "Notes"); and (ii) the term ""erson" means any corporation, partnership, joint venture, limited liability company, organization, entity or natural person. Evaluation Material disclosed in tangible or electronic form may be marked or otherwise identified by the Discloser with a legend as being confidential, but in no event shall the absence of such a mark or legend relieve the Recipient of the obligation to treat as confidential, information which would be considered confidential by a person exercising reasonable business judgment.

1. The term "Evaluation Material" does not include information which (a) is or becomes generally available to the public other than as a result of a disclosure by the Recipient or the Recipient'S Representatives in violation of this Agreement, (b) was known by or available to the Recipient or any of Recipient's Representatives on a non-confidential basis prior to its disclosure to the Recipient by the Discloser, (c) becomes available to the Recipient or any of Recipient's Representatives on a non-confidential basis from a source other than the Discloser, provided that such source is not known (after reasonable inquiry) to the Recipient to be bound by APPENDIX C

a confidentiality agreement or other non-disclosure obligation with the Discloser; or (d) is independently developed by Recipient or any of Recipient's Representatives without use of any Evaluation Material.

2. The Discloser may, at its discretion, provide such of the Evaluation Material as it determines to be appropriate to the Recipient for the consideration and evaluation of the Opportunity. Nothing in this Agreement obligates the Discloser to make any particular disclosure of Evaluation Material.

3. It is understood that the Recipient may disclose any of the Evaluation Material to those of the Recipient's Representatives who require such material for the purpose of evaluating the Opportunity and any negotiations related thereto, and provided that the Recipient shall:

(a) prior to disclosing Evaluation Material to any of the Recipient's Representative, issue appropriate instructions to such Representative to satisfy its obligations herein;

(b) except for Representatives bound by professional obligations of confidentiality, obtain an agreement from the Recipient's Representatives and others to whom the Evaluation Material may be disclosed pursuant to the terms hereof to receive and use the Evaluation Material on a confidential basis consistent with the terms hereof; and

The Recipient agrees that the Evaluation Material will be kept strictly confidential by the Recipient and the Recipient'S Representatives and, except with the prior written consent of the Discloser or as otherwise permitted by the terms hereof, will not be disclosed by the Recipient or the Recipient's Representatives. If an unauthorized use or disclosure occurs, the Recipient will immediately notify the Discloser and take, at the Recipient's expense, all steps (including available actions for seizure and injunctive relief) necessary to recover the Evaluation Material and prevent its subsequent unauthorized use or dissemination. If the Recipient fails to take these steps in a timely and adequate manner, the Discloser may take them in its own or in the Recipient's name and at the Recipient's expense. All right, title and interest in and to the Evaluation Material will remain the exclusive property of the Discloser. No interest, licence or any right respecting the Evaluation Material, other than as may be expressly set out herein, is granted to the Recipient under this Agreement by implication or otherwise. The Recipient and the Recipient's Representatives will not use the Evaluation Material in any manner except as required for the consideration and evaluation of the Opportunity.

4. Without the prior written consent of the Discloser, the Recipient will not disclose or permit the Recipient's Representatives to disclose, to any person (a) the fact that the Evaluation Material has been made available to the Recipient or that the Recipient or the Recipient's Representatives have inspected any portion of the Evaluation Material, (b) the fact that any discussions or negotiations are taking place concerning the Opportunity, or (cl any of the terms, conditions or other facts with respect to the Opportunity, including the status thereof,

2 APPENDIX C

unless and only to the extent that such disclosure is, on the advice of counsel to such party, required by applicable law.

5. In the event that the Recipient or the Recipient's Representatives are requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process or otherwise by applicable law) to make any disclosure of Evaluation Material and/ or information described in the preceding paragraph that is prohibited or otherwise constrained by this Agreement, it is agreed that the Recipient or the Recipient's Representative, as the case may.be, will provide the Discloser with prompt notice of such request(s), so that Discloser may seek an appropriate protective order or appropriate remedy. The Recipient and the Recipient's Representatives will not oppose any action by the Discloser to seek such a protective order or other remedy and will cooperate with the Discloser, at the Discloser's sole cost and expense, to obtain such protective order. In the event that such protective order or other remedy is not obtained, the Recipient or the Recipient's Representative will furnish only that portion of the Evaluation Material that the Recipient or such Recipient's Representative is legally compelled to disclose and will use its best efforts to ensure that the disclosure will be afforded confidential treatment.

6. The Evaluation Material will not be copied, reproduced in any form or stored in a retrieval system or data base by the Recipient or the Recipient's Representatives without the prior written consent of the Discloser, except for such copies and storage as may be reasonably required internally by the Recipient or the Recipient's Representatives in connection with considering and evaluating the Opportunity.

7. The parties acknowledge that money damages could be an insufficient remedy for any breach of this Agreement by the Recipient or the Recipient's Representatives and that any such breach could cause the Discloser irreparable harm. Accordingly, the Recipient agrees, in the event of any breach of this Agreement, in addition to any other remedies at law or in equity that the Discloser may have, to the granting of equitable remedies, including injunctive relief in the Discloser's favour for any breach of the provisions of this Agreement and to the specific performance of the terms of this Agreement, without proof of actual damages, and without the requirement of posting a bond or other security.

8. nus Agreement will not constitute any representation, warranty or guarantee by the Discloser or any of their affiliates or any of their respective directors, employees, advisors, agents or representatives (all of the foregoing collectively referred to as "Discloser's Representatiyes") with respect to the accuracy or completeness of the Evaluation Material and the Recipient will not be entitled to rely on the accuracy or completeness of the Evaluation Material, or any of it, except as may be contained in a definitive agreement with respect to the Opportunity. Neither the Discloser nor any of the Discloser's Representatives will have any liability for any errors or omissions in the Evaluation Material or the use or the results of the use of the Evaluation Material, except as may be contained in a definitive agreement with respect to the Opportunity.

9. The Recipient will promptly advise the Discloser if it determines not to pursue the Opportunity. At any time upon the written request of the Discloser, and in any event within 5 business days of the Recipient notifying Discloser of its determination not to pursue the

3 APPENDIX C

Opportunity, the Recipient and the Recipient's Representatives will (i) promptly return or cause the return to the Discloser or destroy all Evaluation Material (other than the information referred to in clause (ii) below) and all copies thereof in any form whatsoever under the power or control of the Recipient or the Recipient's Representatives and, to the extent practicable, delete the Evaluation Material from all retrieval systems and data bases or destroy same as directed by the Discloser and (ii) to the extent practicable, promptly destroy any and all Notes prepared by the Recipient or any of the Recipient's Representatives which are based on or include any Evaluation Material. Upon written request, the Recipient will furnish to the Discloser a certificate by an officer of the Recipient of the deletion or destruction contemplated by this paragraph 9.

10. The Recipient acknowledges and agrees that until a definitive agreement regarding the Opportunity has been executed by the Recipient and the Discloser, neither the Discloser nor any of the Discloser's Representatives will be under any legal obligation or have any liability of any nature whatsoever with respect to the Opportunity by virtue of this Agreement, the proviSion of Evaluation Material or otherwise, except for matters specifically agreed to in this Agreement.

11. The Recipient hereby represents and warrants that the Recipient is not acting as a broker for or other representative of any other person in connection with the Opportunity, and is considering the Opportunity only for its own account. Except with the prior written consent of the Discloser, the Recipient agrees that (i) it will not act as a jOint bidder or co-bidder with any other person with respect to the Opportunity, and (ii) neither the Recipient nor any of the Recipient's Representatives (acting on behalf of the Recipient or its affiliates (other than Shaw Communications Inc. and its subsidiaries» will enter into any discussions, negotiations, agreements, arrangements or understandings (whether written or oral) with any other person regarding the Opportunity, other than the Discloser and the Discloser's Representatives.

12. The Recipient will not, without the prior written consent of the Discloser, for a period of two (2) years from the date hereof, directly or indirectly, solicit or cause to be solicited for employment, or hire, any employee of the Radio Stations. The foregoing restriction will not apply to any solicitation directed at the public in general, or hiring as a result thereof, by the Recipient or its affiliates in publications available to the public in general, whether or not the individuals responding to such general solicitations were also individuals that the Recipient has been acquainted with during the course of the consideration of the Opportunity, or via a search firm that was not encouraged or instructed by the Recipient or the Recipient's Representatives to undertake such solicitation.

13. The Recipient acknowledges that only the directors of the Discloser and selected officers and employees of the Discloser are currently aware of this Agreement or the possibility of the Opportunity involving the Recipient. The Recipient agrees that, without the prior consent of the Discloser, the Recipient will not approach, correspond with, talk to, or contact in any other manner, any officer or employee of the Discloser or any of its affiliates (including, for greater certainty, the Radio Stations) concerning this Agreement, any Opportunity or the fact that this Agreement exists or that the Opportunity is being considered. All communications regarding this Agreement and any Opportunity will initially be made through Desjardins

4 APPENDIX C

Capital Markets or such other persons as are identified by the Discloser to the Recipient from time to time.

14. The Recipient will protect Evaluation Material against unauthorized or unlawful processing, accidental loss, distribution or damage with the same degree of care used to protect its own confidential information provided that degree of care is no less than a reasonable degree of care taking into account the nature of the information.

15. No failure or delay by the Discloser in exercising any right power or privilege under this Agreement or otherwise will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof of the exercise of any other right power or privilege hereunder or otherwise. This Agreement may only be amended, waived or modified by a written agreement signed by each of the parties hereto.

16. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties other than as expressly set forth in this Agreement.

17. TIlis Agreement will enure to the benefit of and be binding upon the respective successors and assigns of the parties hereto, provided that this Agreement may not be assigned by the Recipient without the prior written consent of the Discloser.

18. The term of this Agreement shall be for a period explrmg on the second anniversary of the date hereof. The applicable remedial terms of this Agreement and the Discloser's right to enforce its rights pursuant to this Agreement will continue to apply to any breach of this Agreement that occurs during the above-prescribed survival periods.

19. Any demand, notice or other communication to be given in connection with this Agreement will be given in writing and will be given by personal delivery or by electronic means of communication.

Any such communication given by personal delivery will be conclusively deemed to have been given on the day of actual delivery thereof and, if given by electronic facsimile, on the day of transmittal thereof if given during the normal business hours of the recipient and on the day during which such normal business hours next occur if not given during such hours on any day.

20. The invalidity or tmenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which shall remain in full force and effect. This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein without regard to its conflicts of law principles. For the purpose of all legal proceedings, this Agreement will be deemed to have been performed in the Province of Quebec and the courts of the Province of Quebec will have jurisdiction to entertain any action arising under this Agreement. The Recipient hereby attorns to the jurisdiction of the courts of the Province of Quebec. The Recipient shall not assign or transfer this Agreement or any of the rights or

5 APPENDIX C

obligations hereunder to any other party without the prior written consent of the Discloser, which consent may be withheld for any reason or no reaSon. This Agreement may be executed in facsimile counterparts, each of which will be deemed to be an original and all of which together will be deemed to be one and the same document. [signature page follows]

6 APPENDIX C

If you are in agreement with the foregoing, please sign and return one copy of this letter, which thereupon will constitute our Agreement with respect to the subject matter hereof.

Very truly yours,

CORUS ENTERTAINMENT INC.

~~.J==----_ Name: GJ$Maavara Title: EVP &. General Counsel

ASTRAL MEDIA INC. By: UdL Name: Brigitte K. Catellier TItle: VP Legal Affairs & Secretary

BELL MEDIA INC.

By:

Name: TItle:

7 APPENDIX C

If you are in agreement with the foregoing, please sign and return one copy of this letter, which thereupon will constitute our Agreement with respect to the subject matter hereof.

Very truly yours,

CORUS ENTERTAINMENT INC.

~~~ =-- Name: Gjl#iMaavara Title: EVP &. General Counsel

ASTRAL MEDIA INC.

By: Name: Title:

BELL MEDIA INC.

7 APPENDIX C

SCHEDULE A List of Affected Stations

8 APPENDIX C

CORVS ENTERTAINMENT INC.

Ottawa: CKQB-FM (The Bear 106.9) (JOT-FM (Boom 99.7) APPENDIX D ABRIDGED APPENDIX D ABRIDGED APPENDIX D ABRIDGED APPENDIX D ABRIDGED APPENDIX E ABRIDGED

Via GCKey

July 19th, 2013

Mr. John Traversys Secretary General Canadian Radio-television and Telecommunications Commission Ottawa, Ontario K1A 0N2

Dear Mr. Traversys :

Re: 8324433 Canada Inc. on Behalf of CKQB-FM Newco1 and CJOT-FM Newco2 Transfer of Shares - Change in Effective Control - Applications No: 2013-0589-7 and 2013-0590-5 – Response to Deficiency Leetter Dated July 12th, 2013

Corus Entertainment Inc. (Corus) on behalf of 8324433 Canada Inc., CKQB-FM Newco and CJOT-FM Newco, hereby provides its response to the Commission’s deficienccy letter dated July 12th, 2013.

The Commission’s questions are reproduced bellow with the Applicant’s response provided in bold.

Value of the transaction 1. Leases – Please refer to appendix E.

a) For each lease that expires within five years of the date of the transaction, please indicate how it will be replaced.

Corus response

As we indicated in our reply dated June 12th 2013, we intend to renew each of the leases listed once they expire. At this time we cannot confirm whether we will renew

1 CKQB-FM Newco is a wholly owned subsidiary of Astral Media Radio G.P. to be incorporated. 2 CJOT-FM Newco is a wholly owned subsidiary of Astral Media Radio Inc. to be incorporated. 2 the same lease or seek a new lease for items such as the three automobiles, Xerox work centre, Pitney Bowes mailing equipment and the office printer but we can confirm that such items will continue to be needed for operational purposes once the subject leases expire.

b) The appendix lists the assumed leases. Please indicate if, in addition to assets in that appendix, there are other assets not owned by the stations but that were used as of the date of the transaction and that will be used after closing.

Corus response

Corus identified in Appendix E all leases that were in effect as of March 4th, 2013. As of that date, there were no other assets not owned by the stations but that were used by the stations and that will be used by the stations after closing.

c) We understand that these current agreements for the following locations:

• 351 boul. St-Joseph, Gatineau • Wilberforce, and • Merivale.

There may be other agreements under similar conditions. There may also be service agreements which would provide for the stations to use assets that they don’t own. For each of such asset/agreement, please provide the start and end dates, the monthly payment, the expiry date and, if the agreement expires within five years of the date of the transaction, how the assets will be replaced.

Corus response

In addition to the Merivale Lease (referenced in s. 4.11 of the purchase agreement) and the Transmitter Site Agreement (referenced in s. 4.13 of the purchase agreement) that is referenced in the Commission’s question above – under which Bell will lease or licence real estate to Corus – Bell will licence to Corus certain radio trade-marks, under the Trademark License Agreement (referenced in s. 4.12 of the purchase agreement). There are no other service agreements from Bell that would provide for the stations to use assets that they don’t own.

The Commission already has the terms under which services referenced above will be provided (Corus referenced the key terms in its June 12th, 2013 response to question 4).

2. Cash and equivalents – Please refer to question 8 of your reply letter of 12 June 2013. For each station and for the stations combined (as for the income statements), please provide the value for cash and equivalents as of 28 February 2013, i.e., the date of the interim income statements you filed.

Corus response

The stations had no cash on hand as of February 28th, 2013, because there were and are no separate balance sheets for the individual stations; the stations were then owned by separate Astral licensees, each of which owned several radio stations. As a result, the Astral licensees had balance sheets at the licensee level, not at the station level. Corus has never had access to any balance sheets from either the station or the licensee level.

Radio programming analysis 3. Tangible benefits – We note that as part of your tangible benefits you propose to direct CCD funds to MusicFest. Please provide details on how this initiative contributes to the support, promotion, training and development of Canadian musical and spoken word talent, including journalists, as well as how the initiative meets the criteria for an eligible initiative set out in the 2006 Commercial Radio Policy. You are reminded that the documentation submitted must clearly demonstrate the eligibility of this initiative and must directly show the desired purpose of the funds and how the funds will actually be used.

Corus response

In Attachment A of the Supplementary Brief filed on April 16th, 2013, there is a detailed description of MusicFest Canada.

MusicFest Canada was established in 1972 by Canadian musicians who created the country’s first jazz band festival. This annual national event held in May every year brings together thousands of Canada’s finest young musicians who perform for recognition as the country’s foremost musical ensembles. The participants range in age from 12-25 years and are drawn from the elementary, high school, college and university levels. The event engages the participation of young musicians and gives them an opportunity to perform at the national level thereby providing a unique opportunity for developing young musical talent.

The event, which is held over a week, provides opportunities for young musicians to perform in ensembles, attend clinics, educoncerts and workshops.

The Commission’s policy on eligible CCD initiatives was set out most recently in the 2006 Commercial Radio Policy (Broadcasting Public Notice CRTC 2006-158). The eligible CCD initiatives include the following:

In addition to FACTOR and MUSICACTION, the Commission considers that the following parties and initiatives are eligible for CCD funding:

• National, provincial, and territorial music industry associations (MIAs). • Schools and educational institutions that are accredited by provincial authorities. Such contributions must specifically benefit students of music and journalism, including scholarships and the purchase of musical instruments. 4

• Initiatives, including talent contests, for the production and promotion of local music and local musical artists, particularly emerging artists. • Independent parties dedicated to producing new spoken word content that would otherwise not be produced for broadcast.

Audio content initiatives that would further advance the fulfilment of specific objectives of the Canadian broadcasting system as outlined in the Act such as a community radio fund, Native radio and other specialized audio broadcasting services dedicated to serving the particular needs and interests of children, Aboriginal peoples, and persons with disabilities.

The Commission has made available on its website a document entitled “Examples of eligible CCD parties and initiatives by category as described in CRTC Public Notice 2006-158”. The document states in bold “This is not an exhaustive list”.

Accordingly, other CCD initiatives of the type contemplated in the Commission’s 2006 Commercial Radio Policy are also eligible.

Corus believes that MusicFest Canada falls within the ambit of the third group of initiatives that include “talent contests, for the production and promotion of Canadian local musical and local musical artists, particularly emerging artists”.

Nurturing new young Canadian musical talent must start from the ground up. In the Commission’s document providing examples of eligible CCD initiatives there is a section called “Local, regional and national musical initiatives”. Included in this section are costs associated with providing training and/or promotional opportunities for emerging artists.

MusicFest Canada, provides what we believe is a unique opportunity to promote and train Canada’s youngest musicians. Young Canadian musicians that participate in this event are given an opportunity to perfect their musical skills with instructional sessions from seasoned and experienced musicians, playing with experienced musicians in a variety of ensembles both in session and on stages. These young Canadian musicians come from every region of Canada and the ability to meet other young Canadian musicians along with educational component of the program provides both a training and promotional opportunity.

MusicFest Canada is a third party, independent of Corus and the monies would be targeted for those activities that qualify as CCD.

The Vice President of MusicFest Canada is Peter Grant. Mr. Grant is Counsel and past chair of McCarthy Tétrault’s Technology, Communications and Intellectual Property Group in Toronto. He has pioneered the field of communications law in Canada, and his practice is substantially devoted to this field, including broadcasting and cable television licensing, satellite services, copyright negotiations, mass media and press law, cultural industries and telecommunications regulation.

Mr. Grant is the author of numerous articles and publications, including the 5

Canadian Broadcasting Regulatory Handbook, a standard industry reference published every two years, now in its tenth editioon. He is the former Co-Chair of the National Conference on Communications Law aand Policy convened by the Law Society of Upper Canada every two years.

Mr. Grant is well versed in the regulations relating to CCD eliigibility and in the letter attached as Appendix A he sets outu how MusicFest Canada fully meets the Commission’s CCD eligibility requirements. In addition, Mr. Grant met with senior Commission staff and it was determined which MusicFest Canada activities would qualify as eligible CCD initiatives. These activities are listed in Mr. Grant’s letter.

Corus believes that this program is the type of initiative provides the type of foundation for learning, training and performing opportunities that will help grow Canada’s next geeneration of emerging musical talent.

However, in the event the Commission were not to agree that MusicFest Canada constitutes an eligible CCD initiative, Corus woulld redirect these monies to the NAC Orchestra Artist Training Programs already described in Attachment A of the Supplementary Brief.

Corus appreciates the opportunity to address these questions. We remain available to respond to any further information requests if required.

Sincerely,

Sylvie Courtemanche Vice President, Government Relations Corus Entertainment Inc.

Attachment

Cc: Marie-Claire Bouthillier, CRTC Kevin Goldstein, Bell Media Inc.

***End of document***

THE NATIONALS Canada’s premier national music festival for youth

MusicFest Canada – Providing an opportunity for students and educators from across Canada to meet and to demonstrate and to share their musical achievements and creativity. Musicfest-Inside Pgs-D8_x 2012-Jan-30 7:26 PM Page 1

How MusicFest Canada came to be

MusicFest Canada is over  years old. Initially founded in  as the Canadian Stage Band Festival, the festival was a major force in the development of the stage band (an institutionally-based jazz “big band”) in Canadian high schools and universities. After a number of years focusing on instrumental jazz ensembles, the festival added a vocal and choral division in , a concert band division in , and an orchestral division in .

Reflecting its expanded mandate, it changed its name to MusicFest Canada in . It is now Canada’s premier national music festival for youth, attracting music ensembles from coast to coast to its annual event.

MusicFest Canada operates in both official languages. It is a registered charity, governed by a volunteer board of directors chosen from across Canada.

 Musicfest-Inside Pgs-D8_x 2012-Jan-30 7:26 PM Page 2 Musicfest-Inside Pgs-D8_x 2012-Jan-30 7:26 PM Page 3

MusicFest Canada today

MusicFest Canada works through over  regional music festivals in communities across Canada. The participants in these festivals range in age from  to  and are drawn from the elementary, high school, college and university levels. The regional festivals involve over , young musicians as well as parent boosters and over , volunteers. All of the festivals involve adjudication. The outstanding ensembles from each festival are then invited to participate in the “Nationals.”

Each May, MusicFest Canada organizes and convenes “The National/Finales Nationales” where all the qualifying ensembles perform and attend clinics and concerts. For its th anniversary, for example, the Nationals were held at the National Art Centre/Centre national des Arts in Ottawa from May th-th, . At that time, MusicFest Canada took over the NAC and two other venues in Ottawa for a week. Over , outstanding young musicians from over  music ensembles across Canada attended. The Nationals involved over  volunteers and almost  adjudicators and clinicians.

 Musicfest-Inside Pgs-D8_x 2012-Jan-30 7:26 PM Page 4

What do student musicians receive when they attend MusicFest? It’s all about music education!

Their trip to the Nationals typically involves the following:

̈ The ensemble will perform three pieces, one of them a required piece for their level of musicianship, (this is not compulsory in all Divisions) before a panel of adjudicators.

̈ Immediately following the adjudication, the group attends a clinic of up to an hour where the adjudicators provide hands-on guidance to the group to improve their performance skills.

̈ The ensemble receives a CD of their adjudicated performance and the clinic, a DVD of their performances, two CDs of their adjudicated performance with adjudicator comments imbedded and up to three written evaluations.

̈ The conductor of the ensemble receives a private DVD of the conductor as seen and recorded from the back of the concert band with comments from an adjudicator specializing in conducting techniques.

̈ During the time they are at the Nationals, the group also attends a number of interactive “educoncerts.” These feature music professionals, who play selected pieces and participate in a question-and-answer period with the students.

̈ In addition, individual musicians attend music-related workshops for in depth coaching on advanced techniques on specific instruments, and topics from computer-related composition to conducting.

̈ Finally, each group of students attending the Nationals is able to attend major concerts headlined by top professional ensembles and individual artists each evening.

 Musicfest-Inside Pgs-D8_x 2012-Jan-30 7:26 PM Page 5

RECENT SCHOLARSHIPS The National Honour Ensembles Douglas College Summer Jazz Clinics Ellison Travel and Tours Oustanding Chorister Vocal Humber College Tuition “Youth Jazz in the City” Summer Workshop JEN Jazz Education Network Canadian Jazz Musician of the Year Kincardine Summer Music Festival Summer Music Festival Each year, Canada-wide auditions take place for young musicians Music Industries Association of Canada MIAC who apply to be in the All-Star Honour Band, the Canadian Wind Ottawa Jazz Works OJW Orchestra, National Honour Choir, Canadian String Orchestra and Slaight Music National Jazz Combo. Based on audition tapes, over  of the most Outstanding Musicianship Vancouver Island University talented students are selected from across the country. They spend Tuition Denis Wick, London a week at the Nationals rehearsing a full program which is presented Most Outstanding CWO Musician at a concert at the end of the week followed by recording on Lou Williamson Foundation Outstanding Drum Set Player a featured CD of the Honour Ensembles. Outstanding Mallet Player

RECENT AWARDS Conn-Selmer Inc. And scholarships and awards too! Centerstage Award MusicFest Canada and its partners have created one of Canada’s Dream Cymbals and Gongs Oustanding Percussion Ensemble largest Scholarship Programs, in excess of $100,000, designed to help Big Band Drummer of the Year Hamilton Stands young musicians launch careers as professional performers and Oustanding Beginner Band educators. At the end of the MusicFest week, a special Awards MusicFest Canada Keith Mann Outstanding Band Director Presentation takes place in front of thousands of participants. Each National Arts Centre/Centre national des Arts Outstanding Brass Performer sponsor is invited to personally present their scholarships, bursaries Outstanding String Performer Outstanding Woodwind Performer and awards to the winners. Pearl Drums and Flutes Canadian Drummer of the Year Outstanding Flute Player Philharmonic Best Overall Concert Percussionist Rico Golden Reed Award - Clarinet Golden Reed Award - Saxophone Steve’s Music Ltd. Outstanding Guitarist Yamaha Canada Music Ltd.  KANDO Musicfest-Inside Pgs-D8_x 2012-Jan-30 7:26 PM Page 6 Musicfest-Inside Pgs-D8_x 2012-Jan-30 7:26 PM Page 7

It starts in communities all across Canada

MusicFest Canada works through  affiliated regional music festivals held in  cities, from St. John’s Newfoundland to Port Alberni British Columbia. These festivals take place in large and small centres in every province of Canada. The current list of regional festivals is set out below.

Regional music festivals afﬁliated with MusicFest Canada

Festival Title Festival City Province Contact Coverage ABA Festival of Bands Red Deer Alberta Neil Corlett CB Atlantic Festival of Music Halifax Nova Scotia Ron Murphy J, CB, C, O B.C. Interior Jazz Festival Kelowna British Columbia Craig Thomson J Cape Breton Regional Musicfest Glace Bay Nova Scotia Barbara Stetter J, CB, C, O Capital Region Musicfest Concert Band & Orchestra Festival Ottawa and Hull Ontario Neil Yorke-Slader CB, O Capital Region Musicfest Jazz Festival Ottawa and Hull Ontario Neil Yorke-Slader J Chilliwack Lion’s Music and Dance Festival Chilliwack British Columbia Janine Webster J, CB, C, O ChoralFest Manitoba Winnipeg Manitoba Robert Neufeld C Comox Valley Concert Band & Choir Festival Courtenay British Columbia Jen Reily J, CB, C, O Downtowner’s Optimist Music Festival Regina Saskatchewan Dave Sandison J, CB, C, O Envision Jazz Festival Surrey British Columbia Cathy Bayley J, C

J - instrumental jazz ensembles CB - concert band C - choral or vocal jazz O - orchestra and strings

 Musicfest-Inside Pgs-D8_x 2012-Jan-30 7:26 PM Page 8

Regional music festivals afﬁliated with MusicFest Canada (continued)

Festival Title Festival City Province Contact Coverage Georgian Bay Regional Musicfest Collingwood Ontario Kevin Hamlin Y, CB, O Golden Horseshoe Regional Musicfest Hamilton Ontario Ron Palangio Y, CB, O Grande Prairie Music Festival (Concert Band) Grande Prairie Alberta Robert Howey CB, C, O Grande Prairie Music Festival (Jazz, Orchestra) Grande Prairie Alberta Mike Townsend J, O GTA Musicfest Jazz Festival Toronto Ontario Bill Thomas J Humber College Next Generation Jazz Festival Etobicoke Ontario Alex Dean J JazzFest des Jeunes de Quebec, Musicfest Canada Saint-Hubert Quebec Yves Adam J, C Kelowna Kiwanis Festival Kelowna British Columbia Sergei Ryga CB, C, O Kiwanis Fraser Valley International Music Festival Langley British Columbia Lorne Fiedler J, CB, C, O Music Alive North York Ontario Wayne Hill J, CB, C, O MusicFest Fanfare Prince George British Columbia Metin Toyata J, CB, C, O Musicfest London London Ontario Ron Gilbert J, C, CB, O Musicfest Quebec/Montreal Montréal and Québec Québec Lorraine Arsenault CB,C,O

J - instrumental jazz ensembles CB - concert band C - choral or vocal jazz O - orchestra and strings

 Musicfest-Inside Pgs-D8_x 2012-Jan-30 7:26 PM Page 9

Regional music festivals afﬁliated with MusicFest Canada (continued)

Festival Title FestivalCity Province Contact Coverage Musicfest Southern Ontario Band Festival Oshawa Ontario Duane Bronson J Muskoka Catholic Regional Musicfest Orillia Ontario James Hiltz J,CB, C, O. Northern Ontario Music Festival Sudbury Ontario Verna Gutsch J, CB, C, O OBA - Greater Toronto Concert Band Toronto Ontario Mark Caswell CB,O Oceanside Vocal Jazz Festival Qualicum Beach British Columbia Dave Stewart C Oceanside Choral Festival Parksville British Columbia Rick Robson C OCM - Ontario Christian Musicfest Courtice Ontario Dennis Ullman J, CB, C, O Okanagan Valley Concert Band Festival Penticton British Columbia Don Grant CB, O Ontario Vocal Festival - Bowmanville Bowmanville Ontario Kevin Chocorlan C Ontario Vocal Festival - Caledon Caldedon Ontario Jennifer Hewitt-Moon C Ontario Vocal Festival - Cambridge Cambridge Ontario Bob Stalder C Ontario Vocal Festival - Unionville Unionville Ontario Melissa Locke C Ontario Vocal Jazz Festival - Mississauga Mississauga Ontario Melissa Locke C Optimist Clubs of Winnipeg Concert Band Festival Winnipeg Manitoba John Balsillie CB, O Optimist Clubs of Winnipeg Jazz Festival Winnipeg Manitoba John Balsillie J

J - instrumental jazz ensembles CB - concert band C - choral or vocal jazz O - orchestra and strings

 Musicfest-Inside Pgs-D8_x 2012-Jan-30 7:26 PM Page 10

Regional music festivals afﬁliated with MusicFest Canada (continued)

Festival Title FestivalCity Province Contact Coverage OSA Orchestra Festival Scarborough Ontario Amanda Tulk-O’Reilly O Pacific Northwest Music Festival Terrace British Columbia Susan Brouwer J,CB,C,O PEI Band Days Charlottetown Prince Edward Island Roger Jabbour J, CB, O Regional MusicFest Windsor-Essex Windsor Ontario Chris Ingratta J, CB, C, O St. John's Rotary Music Festival St. John’s Newfoundland Lynn Ann Pye J, CB, C, O Surrey Grade - Band Revue Surrey British Columbia Cathy Bayley CB,C,O UBC Brassfest  Vancouver British Columbia Robert Taylor CB UTSC/OBA Chamber Music Festival Scarborough Ontario Lynn Tucker CB Vancouver Island Concert Band Musicfest Port Alberni British Columbia Michelle Dyler CB, O Vancouver Kiwanis Concert Band & Orchestra Festival Richmond British Columbia Linda Sheppard CD, O Vancouver Kiwanis Music Festival North Vancouver British Columbia Linda Sheppard J, C, CB, O Vocal Summit Powell River British Columbia Peter Taylor C West Coast Concert Choir Musicfest Victoria British Columbia Sally Murphy C West Coast Jazz Musicfest Port Alberni British Columbia Sarah Falls J, C

J - instrumental jazz ensembles CB - concert band C - choral or vocal jazz O - orchestra and strings

 Musicfest-Inside Pgs-D8_x 2012-Jan-30 7:26 PM Page 11 Musicfest-Inside Pgs-D8_x 2012-Jan-30 7:26 PM Page 12

Who’s been at The Nationals

Each year, MusicFest Canada invites top musical artists to perform at the Nationals, where they can be heard by students from across the country. Over the years, past performers have included:

Oscar Peterson Tommy Banks Diana Krall Quazz Bryan Adams UZEB

Phil Nimmons Ranee Lee David Braid New York Voices The Canadian Brass Louis Bellson True North Brass The Hi-Lo’s The Boss Brass The Brecker Brothers Montreal Jubilation David Koz Gospel Choir The Vancouver Oliver Jones Symphony Orchestra Count Basie The National Arts Centre Woody Herman Orchestra Denny Christianson Pinchas Zukerman Maynard Ferguson Horacio Hernandez Stan Kenton Alain Trudel Gary Burton Al Vizzutti

 Musicfest-Inside Pgs-D8_x 2012-Jan-30 7:26 PM Page 13

MusicFest Canada – Nationwide

Since , MusicFest Canada has held the Nationals every year in different centres across Canada. The venues have included Calgary, Edmonton, Halifax, Hamilton, Markham, Montreal, Ottawa, Quebec City, Richmond, Toronto, Vancouver and Winnipeg.

In , MusicFest Canada is celebrating its st annual festival

Victoria University at the University of Toronto in downtown Toronto, hosted by the Faculty of Music at the Edward Johnson Building and Victoria University.

MusicFest now adheres to a pattern where every two or three years it holds The Nationals at the National Arts Centre, Ottawa, through a unique partnership with the NAC. In the intervening years,

National Art Centre/ it alternates its venue between Eastern and Western Canada. Centre national des Arts

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We couldn’t do it without You!

Organizing and convening MusicFest Canada is a huge undertaking, costing upwards of  million a year in direct costs (venues, adjudicators) and contributed services (parents, volunteers, sponsored groups).

MusicFest Canada is fortunate to have broad support from many organizations, without whom it would be impossible to hold the festival. They include the following:

• Adams Percussion • National Arts Centre/ • SOCAN (Society of Centre national des Arts Composers, Authors and • Conn-Selmer Inc. Music Publishers of Canada) • Pearl Drums and Flutes • Dansr Inc. • Steve's Music Ltd. • PSP Sundance • Dennis Wick, London • St. John's Music • Rico Reeds • Dream Cymbals and Gongs • University of Toronto • Roland Canada • Ellison Travel and Tours • Victoria University • Sirius XM Canada Inc. • Hamilton Stands • Yamaha Canada Music Ltd. • Slaight Family Foundation/ • Humber College Slaight Music

MusicFest Canada is also an eligible Canadian Content Development (CCD) party and initiative as described in CRTC Public Notice -, so Canadian broadcasters who support MusicFest are able to count their contributions towards their CCD obligations.

 Musicfest-Inside Pgs-D8_x 2012-Jan-30 7:26 PM Page 16

MusicFest Canada’s goals

MusicFest has the following goals and objectives:

̈ To provide an opportunity for students and educators from across Canada to meet and to demonstrate and to share their musical achievements and creativity.

̈ To evaluate and reflect on musical achievement and creativity in a constructive and educationally focused way.

̈ To encourage the study and performance of music written and arranged by Canadian composers.

̈ To complement and enhance the teaching, learning and growing process.

̈ To foster and promote a lifelong interest in music as a basic human experience.

MusicFest Canada  Main Street, Exeter, Ontario N0M 1S7

 MusicFest Canada Inspire. Educate. Enrich in music.

www.musicfest.ca Via GCKey

August 15th, 2013

Mr. John Traversy Secretary General Canadian Radio-television and Telecommunications Commission Ottawa, Ontario K1A 0N2

Dear Mr. Traversy:

Re: 8324433 Canada Inc. on Behalf of CKQB-FM Newco1 and CJOT-FM Newco2 Transfer of Shares – Change in Effective Control – Applications No: 2013-0589-7 and 2013-0590-5 – Response to Deficiency Letter Dated August 8th, 2013

Corus Entertainment Inc. (Corus) on behalf of 8324433 Canada Inc., CKQB-FM Newco and CJOT-FM Newco, hereby provides its response to the Commission’s deficiency letter dated August 8th, 2013.

The Commission’s questions are reproduced below with the Applicant’s response provided in bold.

Ownership analysis 1. Bell reorganisations – Since the approval of the BCE/Astral transaction, BCE submitted to the Commission its final reorganisation plans. Please confirm our understanding that CKQB-FM Newco and CJOT-FM Newco have now been incorporated and that they are respectively named 8504598 Canada Inc. and 8384851 Canada Inc.

1 CKQB-FM Newco is a wholly owned subsidiary of Astral Media Radio G.P. to be incorporated. 2 CJOT-FM Newco is a wholly owned subsidiary of Astral Media Radio Inc. to be incorporated. 2

Corus response

Corus confirms the Commission’s understanding that CKQB-FM Newco and CJOT-FM Newco have now been incorporated and that they are respectively named 8504598 Canada Inc. and 8384851 Canada Inc.

2. Transaction steps – Please confirm staff’s understanding of the transactions: it will be effected through the acquisition by 8324433 Canada Inc. (4433 Inc.) of all issued and outstanding share of 8384851 Canada Inc. (4851 Inc.) and 8504598 Canada Inc. (4598 Inc.), the current licensees of CJOT-FM and CKQB-FM respectively, which are two subsidiaries of Bell Media Inc. (Bell) and controlled by Mr. Pierre Boivin, the Trustee. These transactions will result in a change of effective control from the Trustee to Corus Entertainment Inc. (Corus).

Corus response

Corus agrees with staff’s understanding of the transaction and confirms that it will be effected through the acquisition by 8324433 Canada Inc. (4433 Inc.) of all issued and outstanding shares of 8384851 Canada Inc. (4851 Inc.) and 8504598 Canada Inc. (4598 Inc.), the current licensees of CJOT-FM and CKQB-FM respectively, which are two subsidiaries of Bell Media Inc. (Bell). These transactions will result in a change of effective control from the Trustee to Corus.

We have set out in Appendix A attached a summary of the step plan for the acquisition of the Ottawa radio stations.

3. Identification of the proposed licensee - Please refer to section 1.1 of the application form and paragraph 4 of the supplementary brief. In the event that the staff’s description of the transaction is accurate, please explain how, at closing, 4433 Inc. will be able to hold the licences as it will only acquire shares of the current licensees 4851 Inc. and 4598 Inc.

- In the event that staff’s description is incorrect, please indicate who the proposed licensee is.

Corus response

4433 Inc., 4851 Inc. and 4598 Inc. will amalgamate as set out in Step 2 and therefore NewAmalco will be the licensee.

Please see Appendix A provided with our response to question 2.

4. Involvement of the trustee - In Broadcasting Decision CRTC 2013-310 (Decision 2013-310), the Commission required as a condition of approval the divestiture of certain assets to be put in trust. 3

a) In view of this, clarify the role of the trustee in the current transactions (i.e. involvement in transaction and in contracts/agreements).

Corus response

The position of the Trustee is defined by the Voting Trust Agreement (VTA) between BCE Inc. (Bell) and Pierre Boivin (the Trustee) which was approved by the Commission by letter dated June 27, 2013. The agreement sets out the context in the recitals and the obligations of the Trustee to Bell.

In the case of the two radio stations CKQB-FM and CJOT-FM that are the subject of this application, the Trustee holds 100% of the ownership shares of each company on behalf of Bell.

The Trustee has established management control of the stations and has implemented regular management contact and reporting as contemplated by the VTA. Corus has conferred with the Trustee about the status of these operations to assist with our planning but of course has taken no role in their operation. The stations are operating on a stand-alone basis in the normal course.

b) In the event that the Trustee’s approval is required in order to proceed with the current transaction, please file an executed copy of the document signed by the Trustee giving the right to Bell to act on its behalf and giving its approval to proceed with the transactions.

Corus response

The VTA exists in the context of a number of other agreements referred to in the recitals, all of which were in existence well in advance of the approval of the VTA by the Commission on June 27, 2013. The first agreement was that between Bell and Astral Media Inc. (Astral) dated March 16, 2012 and as amended on November 16, 2012 as noted in the recitals of the VTA. That agreement provided that Astral would sell its shares of the publicly-traded company to Bell.

The second agreement was that between Corus, Bell and Astral dated March 4, 2013 for the acquisition of certain assets including the instant radio stations.

So by the time that the Commission was approving the VTA, it was clear that some assets would be passing to Corus (subject to Commission approval) and that the Trustee’s role was simply to be a custodian of the assets pending a decision of the Commission. The Trustee had no role in the sale process. 4

The Trustee is not required to approve the transaction between Bell, Astral and Corus but rather simply to deliver up the shares and property when so instructed by Bell.

Accordingly, under section 4(f) of the VTA, once Commission approval is secured, the Trustee is then required to take such actions required to facilitate a change in effective control of the subject radio stations.

5. Cross-media ownership – As Shaw and Corus are under the effective control of JR Shaw, please refer to section 3 of the application form and resubmit it, considering that Shaw and Corus are part of the same ownership group.

Corus response

Shaw Media Inc. has prepared Appendix B attached, which contains the requested information regarding cross media ownership for this company.

6. Asset transfer agreements - Please provide an executed copy of the Asset transfer agreements for which drafts had been submitted on 12 June 2013.

Corus response

Attached as Appendix C is an executed copy of the Asset transfer agreements, for which drafts had been submitted on June 12, 2013.

7. Share Purchase Agreement (SPA)- Please refer to section 1.5 of the SPA. As it does not refer to Schedule 1.1 (ssss), please confirm staff’s understanding that the Schedules 1.1 (tttt), (uuuu) and (aaaa) listed in section 1.5 actually refer to Schedules 1.1 (ssss), (tttt) and (zzzz).

Corus response

Schedule 1.1(ssss) (trademark licence agreement term sheet) should be renumbered 1.1(tttt). There is no Schedule 1.1(ssss).

Schedule 1.1(tttt) (transmitter site agreement term sheet) should be renumbered 1.1(uuuu).

Schedule 1.1(zzzz) (working capital) should be renumbered Schedule 1.1(aaaaa).

8. Rationale of the transactions – We take note of the rationale provided in paragraphs 42 to 52 of your supplementary brief and considered the proposed tangible benefits. Yet it is not clear how the proposed transactions meet the objectives of the Act, and how their approval is in the public interest.

Please expand on the rationale for the proposed transaction by indicating how this is the best proposal in the circumstance and how this is in line with the objectives of the Broadcasting Act and the Canadian broadcasting policy as set 5

out in section 3(1) of the Act (i.e. how it serves to safeguard, enrich and strengthen the cultural, political, social and economic fabric of Canada; how it encourages the development of Canadian expression; and, how it serves the broadcasting system and provide a value to the public and to the production sector).

Corus response

Corus is pleased to state why the acquisition of these two Ottawa FM stations is the best proposal in the circumstances and is strongly in the public interest.

As the Commission is aware, Corus is a leading media company with operations in radio, television, online, technology, books and merchandise that serve audiences both in Canada and around the world. To compete in Canada and in 160 countries worldwide, we need to understand what our customers need and want and we need to provide service to them in an exceptional manner.

Stating that we are good is perhaps a subjective perspective. Our financial success is one objective example of our skills but our awards are another. In the past three years, Corus has won the following awards:

Radio On June 15, 2013, the Company’s CKNW AM 980 was honoured at the 2013 RTDNA National Awards with the Sam Ross Award for Editorial/Commentary for the programming segment Racism at its Core by on-air host Simi Sara.

On April 6, 2013, the Company’s CKNW AM 980 and 630 CHED were honoured with six 2013 RTDNA Regional Awards (5 awards - BC Region, 1 award – Prairie Region).

On March 21, 2013, three of Corus’ radio stations won Canadian Music & Broadcast Industry Awards including two Station of the Year awards and a Program Director of the Year award.

On March 20, 2013, the Company won three Crystal Awards honouring the best in radio creative.

On March 6, 2013, the Company’s Bill Good (morning show host at Corus Radio Vancouver’s CKNW AM 980) and Ed Mason (newscaster at Corus Radio Edmonton’s 630 CHED) were each recognized with a 2013 Radio Television Digital News Association (RTDNA) Lifetime Achievement Award. 6

TV On April 22, 2013, the Company’s television programming won three 2013 Writers Guild of Canada Screenwriting Awards in the Animation, Children & Youth and TV Comedy categories for Sidekick, How To Be Indie and Less Than Kind, respectively.

On March 3, 2013, the Company announced that its programming received a total of 21 awards from the Academy of Canadian Cinema and Television’s Canadian Screen Awards.

On September 23, 2012, the Company announced that its programming received 24 awards at the 64th Primetime Emmy® Awards. The award- winning series included HBO’s Game of Thrones, Game Change, Boardwalk Empire, Curb Your Enthusiasm, Girls and Veep as well as Nickelodeon’s The Penguins of Madagascar: The Return of the Revenge of Dr. Blowhole.

KCP/Content On June 14, 2013, the Company’s Nelvana Studio was honoured with a Daytime Entertainment Creative Arts Emmy® Award in the category of Outstanding Preschool Animated Program for the second season of Bubble Guppies.

On November 13, 2012, the Company’s Kids Can Press won the 2012 Governor General’s Literary Award for Children's Literature – Illustration for Isabelle Arsenault’s Virginia Wolf. This is the fifth Governor General’s Literary Award that Kids Can Press has received.

On October 9, 2012, the Company's subsidiary, Toon Boom, announced that the Academy of Television Arts and Sciences had awarded a 2012 Primetime Engineering Emmy® Award to Storyboard Pro, Toon Boom's flagship storyboarding software. These awards honour significantly improved or innovative engineering developments that materially affect the television medium.

Corporate On February 19, 2013, the Company, for the fifth year in a row, was named one of Canada’s Best Diversity Employers for 2013 by Mediacorp Canada Inc.

On February 6, 2013, the Company won the prestigious award for Best Investor Relations by Sector - Leisure and Media, for the second year in a row at the IR Magazine Canada Awards 2013.

On November 20, 2012, Corus Entertainment was named one of Greater Toronto's Top Employers for 2013. 7

The list is not only important in its own right but it also indicates that Corus is meeting, exceeding, or establishing new standards in the subject areas for which we won recognition.

Corus presently serves the largest English-language markets in Canada with the exception of Ottawa. We own no local television or newspapers. We are therefore an important new player in the market that has the track record, expertise, and capital to provide service to this important region. We have the ability and capacity to provide diversity to the market in the context of the local broadcast radio competition but also to keep Canadians tuned to the Canadian broadcasting system at a time where they have access to myriad audio services from around the world.

We also have significant operations in Cornwall, Kingston and Peterborough that will provide the tools to serve the eastern Ontario market with a strong local and regional news and surveillance service.

Radio is increasingly a local retail advertising service. The Corus radio stations will work with local advertisers to help them build their business. We do this in every market because we understand that local business success is the key to our success. An example of this work is the generic advertising campaign we developed to help business across Canada. An audio example is attached to this response.

Radio is also about giving people the resources and training to help them serve the customers and the audience. Some of the awards listed above relate to Corus as an employer. This is no accident. Corus has comprehensive management tools in place to assist our teams perform at their best. These include training available through Corus University which provides in-house training programs for our employees. The Ottawa team will gain access to training in the form of courses such as:

Corus Practices, Products & People Antarctica - The Great White South: Thru the Lens of an Expedition Photographer V1 Becoming an Outlook Genius in Under an Hour V1 Behind the Scenes at Corus Quay with Glen Pollock V1 Benefit and Pension Information Session V1 Brainstorming Techniques V1 Business Writing V1 Change Management for Non-Managers V1 Corus Presents V1 Customer Focused Innovation V1 Customer Focused Innovation - Follow Up Session V1 CWLN: Influence, Issue-Selling and Negotiations - Differences by Gender V1 CWLN: International Women’s Day and the Female Brain by Jane Cayley V1 Dealing with Change V1 8

Effective Presentations in PowerPoint V1 Excelerating Your Excel Skills V1 Having Difficult Conversations – Non-Managers V1 Having Difficult Conversations – Non-Managers - Follow Up Session V1 Having Productive Meetings V1 Health and Wellness Presents: Cholesterol 101 V1 How Green Can We Be? V1 How to Social Media Like a Champ: Part II V1 Influencing Skills V1 Influencing Skills - Follow Up Session V1 Learn to Lync! V1 Lessons from Liberia: More Than Just A Journalistic Experience V1 Performance Reviews - Managers V1 Performance Reviews - Non-Managers V1 Powering Your Way Through PowerPoint V1 Presentation Basics V1 Process Improvement V1 Process Improvement - Follow Up Session V1 Time Management (General) V1 Time Management (Technical) V1 Understanding Your Compensation - Employee Presentation V1

Effective Working Relationships Coaching for Performance V1 Coaching for Performance - Follow Up Session V1 Corus Processes & Programs V1 Creating Strong Teams V1 Having Difficult Conversations - Managers V1 Having Difficult Conversations - Managers - Follow Up Session V1 Health and Safety at Corus V1 Leading Change for Managers V1 Leading Change For Managers - Follow Up Session V1 New Manager Training Program V1 Performance Management Workshop V1 Performance Management Workshop - Follow Up Session V1 Personality Styles V1

Maximizing Performance Accessibility and Corus V1 Corus U Mini - How to Social Media Like a Champ V1 Corus U Mini - Marketing V1 Finance for Non-Financial Managers V1 Goal Setting V1 New Hire System Training V1 Powerful Presentation Skills V1 The Financial Implications of Terms of Trade V1 Understanding Your Compensation at Corus - Managers V1 Understanding Your Compensation at Corus - Non-Managers V1 9

Nelvana Training Sessions Nelvana Only - Life Drawing V1 Nelvana Only - Nelvana Nuggets Info Session V1

This training not only makes us better but it also forces our competitors to be better. That helps the entire industry.

Our music stations across Canada are also leaders in finding and recognizing new Canadian artists. For example, 102.1 The Edge in Toronto and The Fox in Vancouver are continually featuring new performers. This is part of their DNA. The Corus-owned stations in Ottawa will add new zest to the development of the music scene in the Nation’s Capital and Ottawa Valley region. Our selection of the tangible benefits recipients are an aspect of that as well. We intend to help artists develop their craft in the market.

9. Employees – As per paragraph 4.3. of the Share Purchase Agreement (SPA), we understand Bell offered contracts to all current employees. Please indicate if all current employees will remain employed to operate the station if the transaction is approved by the Commission. If not, please provide further details.

Corus response

Before responding to the question above it is important to provide the context for paragraph 4.3 of the SPA. At the time Corus negotiated the SPA with Bell Media Inc. (Bell Media), the two Ottawa radio stations (CKQB-FM and CJOT-FM) did not exist as separate corporate entities. Rather, the licences for these two Ottawa radio stations were ultimately held by Astral Media Inc., through wholly-owned subsidiaries.

Once approval for the acquisition of the Ottawa Radio stations is obtained and Corus proceeds to the closing of the transaction, the employees must be employed by the subject radio stations in order for them to move with the stations to Corus.

Under the terms of the SPA, Bell Media is responsible for ensuring that these employees continue to be employed following the close of the transaction between Astral Media Inc. and BCE Inc. However, these employees were able at their choosing to terminate their employment at the subject radio stations (after the closing between Astral Media Inc. and BCE Inc.) and Bell Media would be responsible for the payment of any applicable cost or expense related to severance.

As a result and in accordance with the SPA, the employees that became Bell Media employees under the direction of Trustee following the close of the transaction with Astral Media Inc. will then become employees of Corus at the close of the transaction for the purchase of the two Ottawa radio stations. 10

To date, Corus has not had any contact with employees of the two Ottawa radio stations. Consequently we do not know how many of the employees chose to continue their employment at the Ottawa radio stations. However, we are aware that certain positions are currently vacant.

If we obtain the consent of the Trustee, we hope to meet the employees in September simply to introduce Corus and ourselves.

Corus is very excited about the opportunity to operate radio stations in Canada’s eighth largest radio market and Ontario’s second largest radio market.

The Commission is aware that Corus does not currently own or operate any radio stations in the Ottawa/Gatineau market. There are simply no synergies we can achieve within the market since we don’t already operate radio stations in Ottawa/Gatineau. However, we intend to build on the team and the facilities that are already in place.

The Ottawa radio stations will have local management. In the evolving digital media environment, Corus understands well that strong local service is the quality differentiator. This requires a strong local team to make this happen.

We anticipate having a General Manager for the cluster, on-air staff, program director and music director. On the technical side we will need engineering support and on the business side we will need a business manager, sales personnel and a promotion director with part-time employees supporting promotions.

Corus has already announced that a broadcasting industry veteran will oversee the Eastern Ontario operations including the Ottawa cluster. Mr. Mario Cecchini, who was most recently at Astral Media Inc. as Senior Vice- President, Sales and Marketing for Astral Radio, has a deep understanding of both the English and French-radio markets. This will provide important leadership for the Ottawa/Gatineau market which is a diverse multi-lingual community.

Certain functions will be provided at the corporate level as they were with Astral such as traffic systems, corporate finance and accounting, human resources and IT.

We also plan to expand the law and regulatory team in Ottawa, which will create new jobs. These people will work at the radio station location thus adding strength to the local team.

10. Termination fees – Please refer to your response 6 in the 12 June 2012 reply.

a) Staff notes that the response does not address the end of section 6.3 of the SPA please provide the fully amended section 6.3, and 11

b) please file the amended executed copy of the Share Purchase Agreement for the radio applications.

Corus response

Appendix D attached is the amended executed copy of the Share Purchase Agreement for the radio applications.

Value of the transaction 11. Cash and equivalents – Please refer to response 2 of your 19 July 2013 letter and response 8 of your 12 June 2013 letter. In your July letter, you indicate that there is no cash for the stations. However, in your June letter, you “confirm that, immediately before closing, cash is distributed, so there is no cash in the businesses at the time of closing”. Please explain why the agreement would provide for cash distribution if there is no cash attributed to the stations.

Corus response

Now that Bell has transferred station assets into separate companies (4851 Inc. and 4598 Inc.), there are separate balance sheets for each individual station (i.e. each company). With separate balance sheets, it is now possible for cash on hand to be attributed to the stations. However, cash on hand, if any, that exists before closing will be distributed to Bell.

Radio analysis 12. Payment of outstanding tangible benefits – Please refer to section 2.5 of the SPA where it is stated that the Purchaser will assume CRTC Obligations. Also refer to paragraph 61 of the supplementary brief where it is stated that none of the outstanding tangible benefits obligations in relation to CKQB-FM will be transferred to Corus.

a) Please clarify which entity will be in charge of paying the outstanding tangible benefits and what amount remains to be paid in relation to the original transfer.

Corus response

“Assumed CRTC Obligations” s. 2.5 does not include outstanding tangible benefits obligations in relation to CKQB-FM (see Schedule 1.1(h)).

More importantly, any CCD payable related to the Astral acquisition of Standard which included CKQB-FM, is included in the outstanding CCD liabilities related to the original transfer as identified in paragraph 257 of Broadcasting Decision CRTC 2013-310, in which the Commission directed Bell to meet unfulfilled commitments related to Broadcasting Decision CRTC 2007-359 (the acquisition of Standard by Astral). Neither the tangible benefits resulting from Broadcasting Decision CRTC 2007-359 nor the outstanding liabilities included in Broadcasting Decision CRTC 2013-310 12 were identified as relating to specific licensees. Accordingly, it is Bell Media Inc. not the individual stations that is responsible for making the outstanding CCD payments.

Corus appreciates the opportunity to address these questions. We remain available to respond to any further information requests if required.

Sincerely,

Sylvie Courtemanche Vice President, Government Relations Corus Entertainment Inc.

Attachments

Cc: Marie-Claire Bouthillier, CRTC Kevin Goldstein, Bell Media Inc. Pierre Boivin, Trustee

***End of document*** APPENDIX A Ottawa Radio Step Summary

1. 8324433 Canada Inc. (“8324433”) purchases all of the issued and outstanding shares of two new companies into which will be transferred the station assets of CKQB‐FM and CJOT‐FM immediately prior to the acquisition of Astral by Bell.

Corus Entertainment Inc.

8324433 Canada Inc.

8504598 8384851 Canada Inc. Canada Inc. CKQB‐FM CJOT‐FM

2. 8324433, 8504598 Canada Inc., 8384851 Canada Inc. are amalgamated to form “Radio Amalco”.

Corus Entertainment Inc.

Radio

Amalco

APPENDIX B

3. Industry consolidation and cross-media ownership

3.1 Has the information in 3.2 been submitted to the Commission within the last 12 months: Yes ( ) No ( x) If yes, provide reference to the application containing this information: Application No.: ______Date filed:______If yes, proceed to section 4. If no, complete question 3.2.

3.2 Complete the following table, providing a list of all entities involved in any of the areas listed below, for which any investment (equity and/or debt securities) is held by the applicant, its directors, a corporation which directly or indirectly controls the applicant and any shareholder holding 20% or more of the voting interest of the applicant. The table may be appended as Appendix 3.

Business classification code Note: For all entities referenced by a * below, please see Shaw’s Broadcasting Ownership Information Annual Filing, filed March 5, 2013 (RAPIDS # 562860, Confirmation # 65808) for relevant information. a. Other CRTC licence holder and exempted undertakings Distribution Licensees: Shaw Pay-Per-View Ltd.* – Regional Shaw Pay-Per-View (television), and National Shaw Pay-Per-View (DTH) Star Choice Television Network Incorporated* – Shaw Direct (DTH) Shaw Cablesystems Limited* – Terrestrial BDUs serving the following areas: British Columbia (Chilliwack, Coquitlam, Courtenay, Duncan, Kamloops, Kelowna, Langford, Nanaimo, New Westminster, Vancouver (2 licenses), Victoria, White Rock); Alberta (Calgary, Edmonton, Fort McMurray, Lethbridge, Red Deer); Saskatchewan (Saskatoon); Manitoba (Winnipeg); Ontario (Sault Ste-Marie, Thunder Bay) • Note that each of these licensees also operates a cable community channel. Videon Cablesystems Inc.* – Terrestrial BDUs serving Edmonton and Winnipeg; and national VOD service, Shaw on Demand • Note that the licensees serving Edmonton and Winnipeg also operate a cable community channel. Shaw Fiberlink Ltd.* and Shaw Satellite Services Inc.* – Shaw Broadcast Services Television Licensees: Shaw Cablesystems Limited* – CJBN-TV Shaw Television G.P. Inc.* (the general partner) and Shaw Media Global Inc.* (the limited partner), carrying on business as Shaw Television Limited APPENDIX B 2

Partnership* – CIHF-DT Halifax and its transmitters; CIHF-DT-2 Saint John and its transmitters; CKMI-DT-1 Montreal and its transmitters; CIII-DT-41 Toronto and its transmitters; CKND-DT Winnipeg and its transmitter; CFRE-DT Regina and its transmitter; CFSK-DT Saskatoon; CISA-DT Lethbridge and its transmitters; CICT-DT Calgary and its transmitters; CITV-DT Edmonton and its transmitter; CHBC-TV Kelowna and its transmitters; CHAN-DT Vancouver and its transmitters Shaw Cablesystems Limited and Videon Cablesystems Limited are shareholders in Cable Public Affairs Channel Inc., which operates CPAC.

Specialty and Digital Specialty Services Licensees: Food Network Canada Inc.* – Food Network Canada HGTV Canada Inc.* – HGTV Canada, DIY Network, Quest History Television Inc.* – History Television Showcase Television Inc.* – Showcase, Showcase Action, The Independent Film Channel Canada, Lifetime Discovery Health Channel Canada ULC* – Twist TV Life Network Inc.* – Slice Shaw Media Inc.* – Historia and Series+ NGC Channel Inc.* – National Geographic Channel, NatGeo Wild Jasper Broadcasting Inc.* – BBC Canada Shaw Television G.P. Inc.* (the general partner) and Shaw Media Global Inc.* (the limited partner), carrying on business as Shaw Television Limited Partnership* – MovieTime, DejaView, Reality TV, Shaw Media Sports, Specialty A, Global News Plus BC Shaw Television G.P. Inc.* (the general partner) and Shaw Media Global Inc.* (the limited partner), carrying on business as Shaw Television Limited Partnership*, and Shaw Media Global Inc.*, partners in a general partnership carrying on business as Mystery Partnership* – Mystery Shaw Television G.P. Inc.* (the general partner) and Shaw Media Global Inc.* (the limited partner), carrying on business as Shaw Television Limited Partnership*, and Fox Sports World Canada Holdco Inc.*, partners in a general partnership carrying on business as Fox Sports World Canada Partnership* – Fox Sports World Canada Shaw Television G.P. Inc.* (the general partner) and Shaw Media Global Inc.* (the limited partner), carrying on business as Shaw Television Limited Partnership*, and Shaw Media Global Inc.*, partners in a general partnership carrying on business as TVtropolis General Partnership* – TVtropolis Shaw Television G.P. Inc.* (the general partner) and Shaw Media Global Inc.* (the limited partner), carrying on business as Shaw Television Limited Partnership*, and Shaw Media Global Inc.*, partners in a general partnership carrying on business as Men TV General Partnership* – H2 b. Daily newspaper N/A APPENDIX B 3

c. Non-daily newspaper or other media publisher Shaw Media creates, and engages freelance talent to create, certain news and other written and other digital content for use and exploitation on its various web properties and, in particular, its news and lifestyle-brand websites. The relevant Shaw Media entities involved in this are as follows: Shaw Media Inc.* Shaw Television G.P. Inc.* and Shaw Media Global Inc.*, carrying on business as Shaw Television Limited Partnership* d. Production or distribution of programming material Shaw Media does not currently carry-on a standing content production business other than with respect to its production of news content (Global National and Global Local News (“News”)) and Entertainment Tonight Canada (“ETC”). In addition, from time to time, Shaw Media may produce a very limited number of one-off television productions from time to time (e.g. certain award shows) or audio-visual and other content intended for exploitation on its digital properties. The balance of content currently telecast on Shaw Media broadcasting undertakings is either commissioned as original production from independent producers or licensed from third-party distributors. The relevant Shaw Media entities involved in production are as follows:

Shaw Media Inc.*; and Shaw Television G.P. Inc.* and Shaw Media Global Inc.*, carrying on business as Shaw Television Limited Partnership*;

Please note that: (i) production activities do not represent the bulk of business of the entities named above; (ii) Shaw Media undertakes production of certain advertising content for its advertising clients; (iii) in certain circumstances, and from time to time, Shaw Media may also incorporate wholly-owned special purpose production entities to produce individual one-off programs; and (iv) there are certain inactive wholly-owned special purpose production entities that continue to subsist solely for the purpose of holding copyright in and to programs produced by it for predecessors to Shaw Media (e.g. Alliance Atlantis (broadcast business) production entities).

Shaw Media does not currently carry-on a content distribution business. e. Lessor of property, plant or equipment of applicant N/A f. Telecommunications company regulated under the Telecommunications Act Shaw Telecom Inc. and Shaw Business Inc., carrying on business as Shaw Telecom G.P. – Provides Shaw Home Phone services Shaw Communications Inc.* and Shaw Cablesystems Limited*, carrying on business as Shaw Cablesystems G.P. – Provides internet service

APPENDIX B 4

g. Company owning securities in any of categories (a) to (f) Securities holders in Shaw Telecom Inc.:

Name of Security Holder Business Securities Held Classification Code

Class or VOTE % held description of compared to securities held number Y N issued

Shaw Communications Inc.* F, G Class A Common X 100%

The directors of Shaw Telecom Inc. are JR Shaw, Brad Shaw, Peter Bissonnette and Steve Wilson. Securities holders in Shaw Business Inc.:

Name of Security Holder Business Securities Held Classification Code

Class or VOTE % held description of compared to securities held number Y N issued

Shaw Communications Inc.* F, G Class A Common X 100%

The directors of Shaw Business Inc. are JR Shaw, Brad Shaw, Peter Bissonnette and Steve Wilson. APPENDIX C APPENDIX C APPENDIX C APPENDIX C APPENDIX C APPENDIX C APPENDIX C APPENDIX C APPENDIX C APPENDIX C APPENDIX C APPENDIX C APPENDIX C APPENDIX C APPENDIX C APPENDIX C APPENDIX C APPENDIX C Bell/Astral Radio Stations Landscape APPENDIX C

Description Solution Ottawa (CKQB)

Intranet & Collaboration Communication portal Astralnet (Sharepoint - MOSS)/ BellNet Excluded Identification, extraction and analysis of business BI & Reporting Cognos Excluded data Key performance indicators to benchmark KPI Cognos Excluded

/ Data / Data ourselves Analysis Analysis Systems Systems

warehouse warehouse Performance management via a consolidated Dashboard Cognos Excluded Intranet / BI view

Financial Consolidation Finance tools Cognos Excluded Software used to manage employee's status and HR & Payroll Accero TSA payroll Talent Management Recruitment system Taleo Excluded Financial Analysis Financial tools Cognos TM1 Excluded Procurement Manual PO's system, either custom made or Excel Manual Excluded Finance & Accounting Financial tools Dynamics GP TSA Back Office Budgeting Financial tools Entreprise Reporting Web Excluded Contract Management Manages contracts with clients/talent/shows WideOrbit TSA CRM Customer relationship management system FirstClass Excluded

Sales Traffic System Sales traffic system TSA Sales Analysis Sales tools WideOrbit/ Deltaflex/ micro BBM Excluded Cash Collection Account receivable tools TSA

Business Application Systems Ad Sales CRM Customer relationship management system SalesTracker Excluded Sales Sotware to analyse and report audience usage of Market/people research Telematics, AirWare, MicroBBM, InfoSys Excluded our properties

Mail Server Mail server Exchange Excluded Mobile Device Management Mobile device management BES, AirWatch Excluded Instant Messenging Online chatitng system between employees Office Communicator, GoogleTalk, Yammer Excluded Anti-Virus Antivirus server McAfee, TrendMicro TSA File Server (Data Centre) Replication of local file server data CIDC TSA TSA - Hardware and data will File Server (Local) File server located at at site VM on ESX be included Domain Controller (Office) Security authentication requests server VM on ESX Excluded DHCP (Office) IP addresses allocation and configuration VM on ESX TSA - Hardware and data will Print Server Printer management server VM on ESX TSA - Hardware and data will ESX VMware hosting server Physical host for FS, DC, DHCP & Print TSA - Hardware and data will SCCM SCCM server SCCM N/A Firewalls / Routers Located at site Fortigate, CheckPoint, Direct Telus Excluded IIS Internet Information Server OrbytMedia N/A Infrastructure Infrastructure Websites Hosting Web hosting server OrbytMedia N/A Back-up Server Back-up servers for file & mail. Windows Excluded Access to network and IT infrastructure from Remote Access VPN TSA outside (Internet). File Transfer Transfer files from different hosts. FTP TSA SharePoint Office Collaboration software N/A Excluded Employee Signature Electronic mail employee signature Symprex Excluded Sales contract Billing and contact system ATC (Terminal Server), RMS Excluded

Traffic Scheduling Commercial scheduling WideOrbit CBSI Traffic TSA Production workflow System for contract and billing workflow FirstClass, Radio WorkFlow N/A Online Video Web or mobile streaming of our digital assets TSA WEB CMS Content management systems Emmis/ CHUM"B" Excluded BStream Audio Web streams Library Management Excluded Automation for Astral Bstream Radio WideOrbit Automation for Radio N/A

Operations On-Air communcations tool Provides producer with billboard to host LiveCopy N/A Monitoring Server Monitors uptime and service availability OpenMNS Excluded SMS Listener texting to hosts Digital (MTL) managed Excluded CS Suite for listener contests and in studio Contest mgr. and on air screener CS Contest, CS Screener N/A communications Asset Sharing Used to share assets between GP markets CS FTP TSA

On air & Web (studios) On & Web air SharePoint Engineering communal sharepoint MS SharePoint TSA Allows users outside Toronto to access ATC Remote access for ATC Terminal Server N/A Contract and billing system

Telephony - Wireless Wireless telephony lines Bell TSA

Building Excluded Combiner Excluded Antenna Excluded Tower/Towers Excluded Generator Excluded Aux Combiner Excluded Aux Antenna/Tower Excluded

Boom trademark and Domain Names N/A Bear Trademark and Domain Names Excluded Accounts receivable Excluded Varia Varia Site Transmitter Merivale Premises Excluded

Foot Notes: TSA’ are excluded, but certain assets may be offered to purchaser at the end of the TSAs term APPENDIX C APPENDIX C APPENDIX C APPENDIX C APPENDIX C APPENDIX C APPENDIX C APPENDIX C APPENDIX C APPENDIX C APPENDIX C APPENDIX C APPENDIX C APPENDIX C APPENDIX C APPENDIX C APPENDIX C APPENDIX C APPENDIX C APPENDIX C Bell/Astral Radio Stations Landscape APPENDIX C

Description Solution Ottawa (CJOT)

/ Data / Data ourselves Analysis Analysis Systems Systems

warehouse warehouse Performance management via a consolidated Dashboard Cognos Excluded Intranet / BI view

Sales Traffic System Sales traffic system TSA Sales Analysis Sales tools WideOrbit/ Deltaflex/ micro BBM Excluded Cash Collection Account receivable tools TSA

Mail Server Mail server Exchange Excluded Mobile Device Management Mobile device management BES, AirWatch Excluded Instant Messenging Online chatitng system between employees Office Communicator, GoogleTalk, Yammer Excluded Anti-Virus Antivirus server McAfee, TrendMicro TSA File Server (Data Centre) Replication of local file server data CIDC TSA File Server (Local) File server located at at site VM on ESX Domain Controller (Office) Security authentication requests server VM on ESX DHCP (Office) IP addresses allocation and configuration VM on ESX Print Server Printer management server VM on ESX ESX VMware hosting server Physical host for FS, DC, DHCP & Print SCCM SCCM server SCCM Firewalls / Routers Located at site Fortigate, CheckPoint, Direct Telus IIS Internet Information Server OrbytMedia Infrastructure Infrastructure Websites Hosting Web hosting server OrbytMedia Back-up Server Back-up servers for file & mail. Windows Excluded Access to network and IT infrastructure from Remote Access VPN TSA outside (Internet). File Transfer Transfer files from different hosts. FTP TSA SharePoint Office Collaboration software N/A Excluded Employee Signature Electronic mail employee signature Symprex Excluded Sales contract Billing and contact system ATC (Terminal Server), RMS Excluded

Traffic Scheduling Commercial scheduling WideOrbit CBSI Traffic TSA Production workflow System for contract and billing workflow FirstClass, Radio WorkFlow Online Video Web or mobile streaming of our digital assets TSA WEB CMS Content management systems Emmis/ CHUM"B" Excluded BStream Audio Web streams Library Management Excluded Automation for Astral Bstream Radio WideOrbit Automation for Radio N/A

Operations On-Air communcations tool Provides producer with billboard to host LiveCopy N/A Monitoring Server Monitors uptime and service availability OpenMNS Excluded SMS Listener texting to hosts Digital (MTL) managed Excluded CS Suite for listener contests and in studio Contest mgr. and on air screener CS Contest, CS Screener communications Asset Sharing Used to share assets between GP markets CS FTP TSA

On air & Web (studios) On & Web air SharePoint Engineering communal sharepoint MS SharePoint TSA Allows users outside Toronto to access ATC Remote access for ATC Terminal Server Contract and billing system

Telephony - Wireless Wireless telephony lines Bell TSA

Building Combiner Antenna Tower/Towers Excluded Generator Aux Combiner Excluded Aux Antenna/Tower Excluded

Boom trademark and Domain Names Excluded Bear Trademark and Domain Names N/A Accounts receivable Excluded Varia Varia Site Transmitter Merivale Premises Excluded

Foot Notes: TSA’ are excluded, but certain assets may be offered to purchaser at the end of the TSAs term APPENDIX C APPENDIX C APPENDIX C APPENDIX D APPENDIX D APPENDIX D