EXHIBIT 4.15
THE BANK OF NEW YORK
New York's First Bank-Founded 1784 By Xxxxxxxxx Xxxxxxxx
000 XXXXXXX XXXXXX, XXX XXXX, N.Y. 10286
April 3, 2003
XXXXXXX XXXXX XXXXXX INC.
CIBC WORLD MARKETS CORP.
SCOTIA CAPITAL (USA) INC.
BMO XXXXXXX XXXXX CORP.
RBC DOMINION SECURITIES CORP.
BANC OF AMERICA SECURITIES LLC
TD SECURITIES (USA) INC.
(collectively, the "Initial Purchasers")
c/x Xxxxxxx Xxxxx Xxxxxx Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
XXX
Dear Sirs/Mesdames:
Re: CANWEST MEDIA INC.
--------------------------
Reference is made to (i) that certain indenture dated as of May 17, 2001 (the
"Senior Subordinated Notes Indenture") among CanWest Media Inc. ("CMI"), as
issuer, the guarantors named therein, and the Bank of New York as trustee
relating to the issuance of certain senior subordinated notes by CMI; and (ii)
that certain indenture dated April 3, 2003 (the "Senior Notes Indenture")
between CMI, as issuer, the guarantors named therein and the Bank of New York as
trustee relating to the issue of certain senior notes by CMI (the "Senior
Notes"). Capitalized terms herein, unless otherwise defined herein, shall have
the meaning attributed to such terms in the Senior Subordinated Notes
Indentures.
We hereby acknowledge and confirm that the Senior Notes constitute "Senior
Indebtedness" under the Senior Subordinated Notes Indenture and that the Initial
Purchasers are entitled, subject to the terms, conditions and limitations of the
Senior Notes Indenture, to the rights of a holder of a Senior Indebtedness as
set forth in the Senior Subordinated Notes Indenture, all as if the provisions
of the Senior Subordinated Notes Indenture related thereto were set forth
herein.
Yours truly,
BANK OF NEW YORK, as trustee under
the Senior Subordinated Notes Indenture
By: /s/ XXXXXXX XXXX
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Name: Xxxxxxx Xxxx
Title: Assistant Vice President
