EXHIBIT 1.1 CANWEST MEDIA INC. U.S.$ 200,000,000 7 5/8% Senior Notes due 2013 PURCHASE AGREEMENTPurchase Agreement • June 18th, 2003 • Canwest Media Inc • Television broadcasting stations • New York
Exhibit 4.75 FIFTH SUPPLEMENTAL INDENTURE FIFTH SUPPLEMENTAL INDENTURE, dated as of February 25, 2004, among CANWEST MEDIA INC., a corporation incorporated under the federal laws of Canada (the "Issuer"), each of the New Guarantors (as defined...Supplemental Indenture • February 26th, 2004 • Canwest Media Inc • Television broadcasting stations • New York
AND -Share Purchase Agreement • February 28th, 2003 • Canwest Media Inc • Television broadcasting stations • Ontario
as Borrower - and -Assignment and Assumption Agreement • February 26th, 2004 • Canwest Media Inc • Television broadcasting stations • Ontario
WITHOUT PREJUDICE ----------------- PRIVATE & CONFIDENTIAL ---------------------- Mr. Gerry Noble 54 Forest Heights Boulevard Toronto, Ontario M2L 2K6 Dear Gerry: Further to our conversation of January 13, 2003, this letter confirms that, in...Indemnification Agreement • February 28th, 2003 • Canwest Media Inc • Television broadcasting stations • Manitoba
as Borrower - and -Canwest Media Inc • June 18th, 2003 • Television broadcasting stations • Ontario
EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT Dated as of April 3, 2003Registration Rights Agreement • June 18th, 2003 • Canwest Media Inc • Television broadcasting stations • New York
EXHIBIT 10.62 THIRD SUPPLEMENTAL INDENTURE THIRD SUPPLEMENTAL INDENTURE, dated as of April 23, 2003, among CANWEST MEDIA INC., a corporation incorporated under the federal laws of Canada (the "Issuer"), each of the New Guarantors (as defined herein);...Canwest Media Inc • June 18th, 2003 • Television broadcasting stations • New York
CANWEST MEDIA INC., as Issuer,Canwest Media Inc • June 18th, 2003 • Television broadcasting stations • New York
EXHIBIT 4.7 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON...Canwest Media Inc • June 18th, 2003 • Television broadcasting stations • Manitoba
Exhibit 4.125 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE, dated as of September 22, 2003, among CANWEST MEDIA INC., a corporation incorporated under the federal laws of Canada (the "Issuer"), each of the New Guarantors (as defined...First Supplemental Indenture • September 25th, 2003 • Canwest Media Inc • Television broadcasting stations • New York
EXHIBIT 4.8 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON...Canwest Media Inc • June 18th, 2003 • Television broadcasting stations • Manitoba
June 17, 2003 FORM OF EXCHANGE AGENT AGREEMENT The Bank of New York 101 Barclay Street, Floor 21 West New York, New York 10286 Attention: Corporate Trust Trustee Administration Ladies and Gentlemen: CanWest Media Inc., a Canadian corporation (the...Exchange Agent Agreement • June 18th, 2003 • Canwest Media Inc • Television broadcasting stations • New York
Exhibit 4.126 FOURTH SUPPLEMENTAL INDENTURE FOURTH SUPPLEMENTAL INDENTURE, dated as of September 22, 2003, among CANWEST MEDIA INC., a corporation incorporated under the federal laws of Canada (the "Issuer"), each of the New Guarantors (as defined...Fourth Supplemental Indenture • September 25th, 2003 • Canwest Media Inc • Television broadcasting stations • New York
CANWEST MEDIA INC.Amending Agreement • February 28th, 2003 • Canwest Media Inc • Television broadcasting stations • Ontario
CANWEST GLOBAL COMMUNICATIONS CORP.Canwest Media Inc • February 28th, 2003 • Television broadcasting stations
EXHIBIT 4.10 THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON...Canwest Media Inc • June 18th, 2003 • Television broadcasting stations • Manitoba
Exhibit 4.61 FORM OF AMENDED AND RESTATED ADVERTISING REPRESENTATION AGREEMENT THIS AGREEMENT is amended and restated as of the 14th day of February, 2003 BETWEEN: CANWEST MEDIA SALES LIMITED, a company incorporated under the laws of Canada...Representation Agreement • February 28th, 2003 • Canwest Media Inc • Television broadcasting stations • Ontario
EXHIBIT 4.15 THE BANK OF NEW YORK New York's First Bank-Founded 1784 By Alexander Hamilton 101 BARCLAY STREET, NEW YORK, N.Y. 10286 April 3, 2003 SALOMON SMITH BARNEY INC. CIBC WORLD MARKETS CORP. SCOTIA CAPITAL (USA) INC. BMO NESBITT BURNS CORP. RBC...Canwest Media Inc • June 18th, 2003 • Television broadcasting stations
CREDIT AGREEMENT dated as of May 22, 2009 among CANWEST MEDIA INC. as Borrower THE GUARANTORS FROM TIME TO TIME PARTIES HERETO as Guarantors and THE LENDERS FROM TIME TO TIME PARTIES HERETO as Lenders and CIT BUSINESS CREDIT CANADA INC. as AgentCredit Agreement • June 8th, 2009 • Canwest Media Inc • Television broadcasting stations • Ontario
3815668 CANADA INC. (to be amalgamated with CanWest Media Inc. and to continue as CanWest Media Inc.), as Issuer, the GUARANTORS named herein, and THE BANK OF NEW YORK, as TrusteeCanwest Media Inc • February 28th, 2005 • Television broadcasting stations • New York
INDENTURE, dated as of November 18, 2004, among 3815668 CANADA INC., a corporation incorporated under the federal laws of Canada (to be amalgamated with CANWEST MEDIA INC. and to continue as CANWEST MEDIA INC.) (the “Issuer”), each of the Guarantors (as defined herein) and The Bank of New York, as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENT Dated as of November 18, 2004 by and among 3815668 CANADA INC. (immediately prior to its amalgamation with CANWEST MEDIA INC.), THE GUARANTORS named herein and CITIGROUP GLOBAL MARKETS INC., Initial PurchaserRegistration Rights Agreement • February 28th, 2005 • Canwest Media Inc • Television broadcasting stations • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of November 18, 2004, by and among 3815668 Canada Inc. (immediately prior to its amalgamation with CanWest Media Inc. (the “Amalgamation”)), a corporation organized under the federal laws of Canada (the “Company”), the Guarantors (as defined) and Citigroup Global Markets Inc. (the “Initial Purchaser”).
CANWEST MEDIAWORKS INC. - and - CWMW TRUST - and - CANWEST MEDIAWORKS (CANADA) INC. - and - CANWEST MEDIAWORKS LIMITED PARTNERSHIP - and – CANWEST MEDIAWORKS INCOME FUND PRIVATIZATION AGREEMENT May 25, 2007Privatization Agreement • December 19th, 2007 • Canwest Mediaworks Inc • Television broadcasting stations • Ontario
CANWEST MEDIAWORKS LIMITED PARTNERSHIP, a limited partnership created under the laws of Ontario by its general partner, CanWest MediaWorks (Canada) Inc.
Exhibit 4.50 RETIREMENT COMPENSATION ARRANGEMENT TRUST AGREEMENT THIS TRUST AGREEMENT made as of the 7th day of February, 2002. BETWEEN: CANWEST GLOBAL COMMUNICATIONS CORP., a company duly incorporated under the laws of Canada, (hereinafter referred...Retirement Compensation Arrangement Trust Agreement • February 28th, 2003 • Canwest Media Inc • Television broadcasting stations • Ontario
VOTING AGREEMENTVoting Agreement • December 19th, 2007 • Canwest Mediaworks Inc • Television broadcasting stations • Ontario
WHEREAS Sumac is the registered and beneficial owner of 127,242 Class A voting shares (the “AA Shares”) in the capital of Alliance Atlantis Communications Inc. (the “Corporation”);
6681859 CANADA INC. - and - ALLIANCE ATLANTIS COMMUNICATIONS INC. ARRANGEMENT AGREEMENT JANUARY 10,2007Arrangement Agreement • December 19th, 2007 • Canwest Mediaworks Inc • Television broadcasting stations • Ontario
ALLIANCE ATLANTIS COMMUNICATIONS INC., a corporation existing under the laws of Canada (hereinafter referred to as the “Corporation”).
CANWEST MEDIA INC., as Issuer, the GUARANTORS named herein, and THE BANK OF NEW YORK, as TrusteeCanwest Media Inc • February 28th, 2005 • Television broadcasting stations • New York
INDENTURE, dated as of April 3, 2003, among CANWEST MEDIA INC., a corporation incorporated under the federal laws of Canada (the “Issuer”), each of the Guarantors (as defined herein); and The Bank of New York, as trustee (the “Trustee”).
VOTING AGREEMENTVoting Agreement • December 19th, 2007 • Canwest Mediaworks Inc • Television broadcasting stations • Ontario
WHEREAS SHS is the registered and beneficial owner of 670,995 Class A voting shares (the “AA Shares”) in the capital of Alliance Atlantis Communications Inc. (the “Corporation”);
SEVENTH SUPPLEMENTAL INDENTURESeventh Supplemental Indenture • December 10th, 2008 • Canwest Media Inc • Television broadcasting stations • New York
SEVENTH SUPPLEMENTAL INDENTURE, dated as of September 1, 2008, among Canwest Media Inc. (“CMI”), Canwest Television GP Inc. (“CTGP”), Canwest Television Limited Partnership (“CTLP”, and together with CTGP, the “New Guarantors”), and The Bank of New York Mellon, as trustee (the “Trustee”).
May 19, 2009 Canwest Media Inc. 31st Floor CanWest Global Place Winnipeg, MB R3B 3L7 Attention: General Counsel Dear Sirs:Extension Agreement • June 8th, 2009 • Canwest Media Inc • Television broadcasting stations
Reference is made to an extension agreement dated as of April 14, 2009 (the “Original Extension Agreement”) between the Issuer, the guarantors party to the Indenture (as hereinafter defined) as of the date hereof and listed on the signature pages hereto (the “Guarantors”), and the holders, or parties with discretionary authority to manage the funds of the holders, of certain of the 8% senior subordinated notes due 2012 (collectively, the “Notes”) issued pursuant to the indenture dated as of November 18, 2004 (as amended, modified, restated or supplemented from time to time, the “Indenture”) that are listed on the signature pages hereto (such holders, or parties with discretionary authority to manage the funds of the holders, being collectively, the “Noteholders”). All capitalized terms used herein but not defined shall have the meanings ascribed thereto in the Original Extension Agreement.
and -Non- • February 28th, 2003 • Canwest Media Inc • Television broadcasting stations • Ontario
May 5, 2009 Canwest Media Inc. 31st Floor CanWest Global Place Winnipeg, MB R3B 3L7 Attention: General Counsel Dear Sirs:Original Extension Agreement • June 8th, 2009 • Canwest Media Inc • Television broadcasting stations
Reference is made to an extension agreement dated as of April 14, 2009 (the “Original Extension Agreement”) between the Issuer, the guarantors party to the Indenture (as hereinafter defined) as of the date hereof and listed on the signature pages hereto (the “Guarantors”), and the holders, or parties with discretionary authority to manage the funds of the holders, of certain of the 8% senior subordinated notes due 2012 (collectively, the “Notes”) issued pursuant to the indenture dated as of November 18, 2004 (as amended, modified, restated or supplemented from time to time, the “Indenture”) that are listed on the signature pages hereto (such holders, or parties with discretionary authority to manage the funds of the holders, being collectively, the “Noteholders”). All capitalized terms used herein but not defined shall have the meanings ascribed thereto in the Original Extension Agreement.
Re: Amendment to Employment Agreement dated December 1, 2003 (“Agreement”)Employment Agreement • February 28th, 2005 • Canwest Media Inc • Television broadcasting stations
This is to confirm the discussions held with you in respect of the above-referenced matter. Your terms of employment with CanWest Global Communications Corp. (“CanWest”) are amended as follows:
TENTH SUPPLEMENTAL INDENTURETenth Supplemental Indenture • February 14th, 2006 • Canwest Mediaworks Inc • Television broadcasting stations • New York
TENTH SUPPLEMENTAL INDENTURE, dated as of August 31, 2005, among CanWest Media Inc. (“CMI”), New CMPI, as defined below, and The Bank of New York, as trustee (the “Trustee”).
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • February 14th, 2006 • Canwest Mediaworks Inc • Television broadcasting stations
FOURTH SUPPLEMENTAL INDENTURE, dated as of September 1, 2005, among CanWest MediaWorks Inc. (“New CMI”) and The Bank of New York, as trustee (the “Trustee”).
