CANWEST MEDIAWORKS INC. a corporation incorporated under the laws of Manitoba as Borrower - and - THE GUARANTORS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT as Guarantors - and - THE LENDERS FROM TIME TO TIME PARTY TO THE CREDIT AGREEMENT as...
EXECUTION
VERSION
THIS
SECOND AMENDMENT AGREEMENT is dated as of the 30th day of
April, 2007.
B
E T W E E N:
a
corporation incorporated under the laws of Manitoba
as
Borrower
-
and
-
THE
GUARANTORS FROM TIME TO TIME PARTY
TO
THE CREDIT AGREEMENT
as
Guarantors
-
and
-
THE
LENDERS FROM TIME TO TIME PARTY
TO
THE CREDIT AGREEMENT
as
Lenders
-
and
-
THE
BANK OF NOVA SCOTIA
a
bank to
which the Bank Act (Canada) applies,
in
its
capacity as administrative agent hereunder
as
Administrative Agent
RECITALS:
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A.
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The
Borrower, the Guarantors, the Agent and the Lenders are parties to
a
Credit Agreement dated as of 13 October 2005, as amended by a
First Amendment Agreement (the "First Amendment
Agreement") dated as of 15 February 2006 (as so
amended, the "Existing Credit
Agreement").
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B.
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The
Borrower requested the consent of the Lenders to certain aspects
of the
Investment in various Turkish businesses, which consents were provided
by
the Lenders in March 2006.
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C.
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The
Borrower requested certain amendments to the financial covenants
in the
Existing Credit Agreement, to which the Lenders agreed in August
2006.
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D.
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The
parties are entering into this Second Amendment Agreement formalize
such
consents and agreements as set forth herein and to give effect to
the
other matters set forth herein.
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NOW
THEREFORE in consideration of the premises and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound hereby, the parties agree as
follows:
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Section
1
– Amendment to Financial Covenants
(a) Effective
from and after August 31, 2006, Section 7.1(1) of the Existing Credit Agreement
is deleted and replaced with the following provision:
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7.1(1)
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The
Borrower shall have at Closing (after consummation of and giving
effect to
the Implementation Transactions) and shall at all times during the
applicable time periods noted below maintain a Total Leverage Ratio
of not
greater than the applicable ratio set forth
below:
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Period:
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Total
Leverage Ratio
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From
30 November 2005 to 31 May 2006
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6.00
to 1.00
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From
1 June 2006 to 30 August 2007
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6.25
to 1.00
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From
31 August 2007 to 29 November 2007
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5.75
to 1.00
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From
30 November 2007 to 30 May 2008
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5.25
to 1.00
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31 May
2008 and thereafter
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5.00
to 1.00
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2
(b) Effective
from and after August 31, 2006, Section 7.1(3) of the Existing Credit Agreement
is deleted and replaced with the following provision:
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7.1(3)
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The
Borrower shall have at Closing (after consummation of and giving
effect to
the Implementation Transactions) and shall at all times during the
applicable time periods noted below maintain an Interest Coverage
Ratio of
not less than the applicable ratio set forth
below:
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Period:
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Interest
Coverage Ratio
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From
30 November 2005 to 31 May 2006
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2.50
to 1.00
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From
1 June 2006 to 29 November 2008
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2.00
to 1.00
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30
November 2008 and thereafter
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2.25
to 1.00
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Section
2 – Consent to Investment in Turkish Businesses
Reference
is made to the Investment made by CanWest International Communications Inc.
and
the Investment by CGS NZ TV Shareholding (Netherlands) B.V. (now CanWest
MediaWorks Turkish Holdings (Netherlands) B.V.) in CGS Televizyon ve Radyo
Yayinciligi Ticaret, Pasifik Televizyon ve Radyo Yayinciligi Ticaret, Galata
Televizyon ve Radyo Yayinciligi Ticaret A.S., Halic Televizyon ve Radyo
Yayinciligi Ticaret A.S., Karakoy Televizyon ve Radyo Yayinciligi Ticaret A.S.,
CanWest Medya Yonetim Ticaret Uc A.S. and certain other Turkish entities
(collectively, the "TurkishEntities") created
or used to effect the acquisition of Super FM, Metro FM, Joy FM and Xxx Xxxx
(collectively, the "TurkishRadio Assets") for
aggregate consideration of approximately US $65,000,000 with the result
that an indirect non-wholly owned interest in the Turkish Radio Assets (the
"Turkish Acquisition") is now held. Effective March
29, 2006, the Lenders hereby consent to the Turkish Acquisition and to the
Turkish Acquisition being treated as a Permitted Investment under the Existing
Credit Agreement for all purposes notwithstanding that certain security in
equity and debt issued by the Turkish Entities in connection with the Turkish
Acquisition was not delivered.
Section
3 – Conditions Precedent to Effectiveness of this Second Amendment
Agreement
This
Second Amendment Agreement shall become binding on the Lenders only upon
satisfaction of the following conditions precedent:
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(a)
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execution
and delivery of this Second Amendment Agreement by each of the Borrower
and the Guarantors;
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(b)
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execution
and delivery of this Second Amendment Agreement by the Lenders in
accordance with Section 9.2 of the Existing Credit
Agreement;
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(c)
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no
Event of Default or Pending Event of Default having occurred and
being
continuing as at the date of satisfaction of all of the foregoing
conditions precedent;
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(d)
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the
Agent having received an amendment fee equal to Cdn. $256,500, for
the account of each consenting Lender in proportion to each Lender's
Commitment as reduced on or about 31 August 2006 by Net Cash Proceeds
from the sale by the Borrower of CanWest Irish Sales Limited and
the sale
by CanWest Irish Holdings (Barbados) Limited of its 45% interest
in
CanWest Granada Media Holdings Limited;
and
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(e)
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the
Agent having received such corporate resolutions, incumbency and
other
certificates of each of the Borrower and the Guarantors as the Agent
may
reasonably request in connection with this Second Amendment Agreement
and
the transactions contemplated
hereby.
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Section
4 – Representations and Warranties of the Obligors
Each
of
the Obligors acknowledge that this Second Amendment Agreement is a Loan Document
and that all of their respective representations and warranties concerning
Loan
Documents that are contained in the Existing Credit Agreement apply to this
Second Amendment Agreement and are deemed to be repeated on their execution
of
this Second Amendment Agreement as if set out in full in this Second Amendment
Agreement. The other representations and warranties made in Section
6.1 of the Existing Credit Agreement, other than those expressly stated to
be
made as of a specific date or otherwise expressly modified pursuant to the
provisions of Section 6.2 of the Existing Credit Agreement, are true and correct
on and as of the date hereof with the same force and effect as if such
representations and warranties had been made on and as of the date hereof,
but
subject to the same qualifications as are contained in Section 6.2 of the
Existing Credit Agreement.
Section
5 – Continuing Effect of Existing Credit Agreement
Except
as
amended by this Second Amendment Agreement, the Existing Credit Agreement shall
remain in full force and effect, without amendment, and is hereby ratified
and
confirmed. Without in any way limiting the terms of the Existing Credit
Agreement or any other Loan Document, each Obligor confirms that the Security
made or granted by it pursuant to the Existing Credit Agreement remains in
full
force and effect notwithstanding the amendments to the Existing Credit Agreement
contained herein and that such Security shall continue to secure all of the
debts, liabilities and obligations described in Section 3.2 of the Existing
Credit Agreement, including but not limited to those debts, liabilities and
obligations arising as a result of this Second Amendment Agreement.
Section
6 – Further Assurances
The
Borrower shall promptly do, make, execute or deliver, or cause to be done,
made,
executed or delivered, all such further acts, documents and things as the Agent
may require from time to time for the purposes of giving effect to this Second
Amendment Agreement and shall
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use
reasonable efforts and take all such steps as may be within its power to
implement, to the full extent, the provisions of this Second Amendment
Agreement.
Section
7 – Counterparts and Facsimile
This
Second Amendment Agreement may be executed in any number of counterparts, each
of which when executed and delivered shall be deemed to be an original, and
such
counterparts together shall constitute one and the same
agreement. For the purposes of this Section, the delivery of a
facsimile copy of an executed counterpart of this Second Amendment Agreement
shall be deemed to be valid execution and delivery thereof.
Section
8 – Governing Law
The
parties agree that this Second Amendment Agreement shall be conclusively deemed
to be a contract made under, and shall for all purposes be governed by and
construed in accordance with, the laws of the Province of Ontario and the laws
of Canada applicable in the Province of Ontario.
Section
9 – Interpretation
Capitalized
terms used herein, unless otherwise defined or indicated herein, have the
respective meanings defined in the Existing Credit Agreement. This
Second Amendment Agreement and the Existing Credit Agreement shall be read
together and have effect so far as practicable as though the provisions thereof
and the relevant provisions hereof are contained in one document.
Section
10 – Effective Date
This
Second Amendment Agreement may be referred to as being dated as of
April 30, 2007, notwithstanding the actual date of execution by the
parties hereto as set forth on their respective signing pages.
[EXECUTION
PAGES FOLLOW]
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