Exhibit 4.53
SENIOR SECURED CREDIT FACILITIES
CANWEST MEDIA INC.
as Borrower
- and -
CANWEST GLOBAL COMMUNICATIONS CORP.
as Guarantor
- and -
THE FINANCIAL INSTITUTIONS IDENTIFIED
ON THE SIGNATURE PAGES HERETO
as Lenders
- and -
THE BANK OF NOVA SCOTIA
as Co-Lead Arranger, Joint Bookrunner and Administrative Agent
- and -
CANADIAN IMPERIAL BANK OF COMMERCE
as Co-Lead Arranger, Joint Bookrunner and Syndication Agent
- and -
BANK OF AMERICA, N.A.
as Arranger and Documentation Agent
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AMENDING AGREEMENT NO. 2
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Dated as of July 15, 2002
AMENDING AGREEMENT NO. 2
This amending agreement no. 2 dated as of July 15, 2002 among CanWest
Media Inc. (the "BORROWER"), as borrower, CanWest Global Communications Corp.
(the "GUARANTOR"), as guarantor, the financial institutions identified on the
signature pages hereto as Lenders, and The Bank of Nova Scotia, as
administrative agent.
WHEREAS The Bank of Nova Scotia, as administrative agent (in such
capacity, the "ADMINISTRATIVE AGENT") and such other Persons (as that term is
defined in the Credit Agreement hereinafter defined and referred to) as may from
time to time be parties to the Credit Agreement (collectively, together with The
Bank of Nova Scotia in its capacity as a lender, the "LENDERS") agreed to make
certain credit facilities available to the Borrower upon the terms and
conditions contained in a credit agreement among the Borrower, the Guarantor,
the Administrative Agent and the Lenders dated as of November 7, 2000 (as
amended by that certain amending agreement dated as of September 5, 2001, the
"CREDIT AGREEMENT");
AND WHEREAS the Borrower has requested of the Administrative Agent and
the Lenders that the Credit Agreement be amended as hereinafter provided and the
Administrative Agent and the Lenders have agreed to such amendments to the
Credit Agreement on the terms and conditions set forth in this amending
agreement;
NOW THEREFORE in consideration of the foregoing premises and other good
and valuable consideration, the receipt and sufficiency of which are
acknowledged, the Borrower, the Guarantor, the Administrative Agent and the
Lenders agree as follows:
1. DEFINED TERMS. Capitalized terms used in this amending agreement no. 2
and not otherwise defined shall have the respective meanings attributed to them
in the Credit Agreement.
2. AMENDMENT TO SECTION 1.01. Section 1.01 of the Credit Agreement is
amended effective as of this date as follows:
(i) by amending the definition of "Permitted Dispositions" by (a)
adding the words "other than Dispositions specified in clause
(vii) of this definition," to the beginning of clause (iv)
thereof, (b) deleting the word "and" immediately prior to
clause (vi) thereof, and (c) inserting the following new
clause (vii) immediately following clause (vi) thereof:
"; and (vii) the Disposition of Specified Newspaper Assets
(directly or by the sale of the shares or other equity
interests of one or more Persons that owns one or more
Specified Newspaper Assets and does not own any other assets
at the time of such Disposition) provided that the cash
proceeds from any Disposition of any Specified Newspaper Asset
or group of Specified Newspaper Assets is equal to or greater
than an amount equal to the product obtained by multiplying
(y) the EBITDA (calculated for the immediately preceding four
Financial Quarters) in respect of the relevant Specified
Newspaper Asset or group of Specified Newspaper Assets, by (z)
6.5"
(ii) by amending the definition of "Permitted Distributions" by (a)
deleting the words "in an amount not to exceed $200,000,000"
from clause (vi) thereof, (b) deleting the word "and"
immediately prior to clause (vii) thereof, and (c) the
addition of the following new clause "(viii)" immediately
following clause (vii) thereof:
"; and (viii) payments on account of the principal amount of
the HCN Notes referred to in clause (i) of the definition of
HCN Notes from the net proceeds of an offering of equity
securities of CanWest"
(iii) by the addition of the following new definitions:
"Specified Newspaper Assets" means the newspaper assets
specified and described on Schedule 16.
"New Zealand Assets" means the assets specified and described
on Schedule 17.
3. AMENDMENTS TO ADD SCHEDULES 16 AND 17 TO THE CREDIT AGREEMENT. The
Credit Agreement is amended effective as of this date by the addition of
Schedule 16 entitled "Specified Newspaper Assets" and Schedule 17 entitled "New
Zealand Assets" in the form attached to this amending agreement.
4. AMENDMENTS TO SECTION 2.03(1) OF THE CREDIT AGREEMENT. Section 2.03(1)
of the Credit Agreement is amended effective as of this date as follows: (i) by
adding the words "Subject to the next following sentence," immediately prior to
the first word "Accommodations" of the second sentence thereof; and (ii) by
adding the following new sentence immediately following the second sentence
thereof:
"From and after the date that the Borrower shall have repaid
Accommodations Outstanding under the Credit Facilities and
shall have permanently reduced the aggregate Commitment
thereunder by an amount equal to or greater than
Cdn.$700,000,000 (not including any amount from the permanent
reduction of Accommodations Outstanding by virtue of any
repayment made pursuant to Section 2.04(2), 2.04(3) or
2.04(4)), Accommodations under the Revolving Credit Facility
shall be available to repay and refinance in whole or in part,
the principal amount of the HCN Notes referred to in clause
(i) of the definition of HCN Notes and the Mirror Notes if, on
a pro forma basis immediately after giving effect to (a) any
Accommodation under the Revolving Credit Facility intended to
be used for such purpose, and (b) any such repayment or
refinancing of the principal amount of any such HCN Notes and
the Mirror Notes: (i) the unused availability under the
Revolving Credit Facility is not less than $200,000,000; and
(ii) the Senior Leverage Ratio (calculated as at the end of
the most recently completed Financial Quarter for the four
Financial Quarters then ended) shall not exceed 3:l; and (iii)
the ratio of EBITDA of the Global Group to Interest Expense of
the Global Group (calculated as at
3
the end of the most recently completed Financial Quarter for
the four Financial Quarters then ended) shall not be less than
2.0:1.
5. AMENDMENTS TO SECTION 2.05(2). Section 2.05(2) of the Credit Agreement
is amended effective as of this date as follows: (i) by the deletion of the
first word "An" thereof and the addition of the following words in replacement
therefor: "Subject to the next following sentence, an"; and (ii) the addition of
the following new sentence immediately following the first sentence:
"An amount equal to the Net Proceeds from any Disposition of
Specified Newspaper Assets or New Zealand Assets by CanWest or
any other Global Group Entity (in each case, whether directly
or by the sale of the shares or other equity interests of one
or more Persons that owns one or more Specified Newspaper
Assets or New Zealand Assets, as the case may be) shall be
applied forthwith upon receipt thereof to (i) firstly,
rateably to the prepayment of Accommodations Outstanding under
the Term Credit Facility; and (ii) secondly, to the permanent
reduction of the Revolving Credit Commitment (and the Borrower
shall repay the amount by which the Accommodations Outstanding
under the Revolving Credit Facility after giving effect to
such reductions exceed the Revolving Credit Commitment), in
each case, in accordance with Section 2.09 hereof."
6. AMENDMENT TO SECTION 8.03(1)(a) OF THE CREDIT AGREEMENT. Section
8.03(l)(a) of the Credit Agreement is amended effective as of this date as
follows: (i) by the deletion of the first word "Maintain" thereof and the
addition of the following words in replacement therefor: "Subject to the next
following sentence, maintain"; and (ii) the addition of the following new
sentence:
"From and after the date that the Borrower shall have repaid
Accommodations Outstanding under the Credit Facilities and
shall have permanently reduced the aggregate Commitments
thereunder by an amount equal to or greater than Cdn.
$350,000,000 (not including any amount from the permanent
reduction of Accommodations Outstanding by virtue of any
repayment made pursuant to Section 2.04(2), 2.04(3) or
2.04(4)), maintain, during each Financial Quarter in each
Financial Year commencing with the Financial Quarter ending
immediately after such date, a ratio of Total Debt to EBITDA
for the four Financial Quarters then ended of the Global Group
of not more than (i) 5.75:1 for the Financial Quarters ending
February 28, 2002, May 31, 2002, August 31, 2002, November 30,
2002, February 28, 2003, May 31, 2003, August 31, 2003 and
November 30, 2003; (ii) 5.50:1 for the Financial Quarters
ending February 29, 2004, May 31, 2004, August 31, 2004 and
November 30, 2004; and (iii) 5.25:1 for the Financial Quarter
ending February 28, 2005 and each Financial Quarter
thereafter.
7. AMENDMENTS TO SECTION 8.03(2) OF THE CREDIT AGREEMENT. Section 8.03(2)
of the Credit Agreement is amended effective as of this date by the addition of
the following new sentence immediately following the last sentence thereof:
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"In respect of any Disposition by the Borrower or any other
Global Group Entity of any Specified Newspaper Assets, New
Zealand Assets or any other Asset the Net Proceeds from which
are applied to the prepayment of the Accommodations
Outstanding and the permanent reduction of the aggregate
Commitment, in each case, in accordance with the definition of
"Permitted Dispositions" hereunder, each of the ratios
described in Section 8.03(l) shall be calculated on a pro
forma basis and (i) as if such Assets had been Disposed of
immediately prior to the first day of the relevant period in
respect of which such ratios are to be calculated; and (ii)
the Net Proceeds from the Disposition of such Assets were
applied to the repayment of the Accommodations Outstanding
immediately prior to such first day.
8. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT. On and after this
date, each reference in the Credit Agreement to "this agreement" and each
reference to the Credit Agreement in the Credit Documents and any and all other
agreements, documents and instruments delivered by any of the Lenders, the
Administrative Agent, the Borrower, the Guarantor or any other Person shall mean
and be a reference to the Credit Agreement as amended by this amending
agreement. Except as specifically amended by this amending agreement, the Credit
Agreement shall remain in full force and effect and is hereby ratified and
confirmed.
9. NO WAIVER, ETC. The execution, delivery and effectiveness of this
amending agreement shall not, except as expressly provided, operate as a waiver
of any right, power or remedy of the Administrative Agent or any of the Lenders
under any of the Credit Documents nor constitute a waiver of any provision of
any of the Credit Documents.
10. GOVERNING LAW. This amending agreement shall be governed by and
interpreted and enforced in accordance with the laws of the Province of Ontario
and the laws of Canada applicable therein.
11. COUNTERPARTS. This amending agreement may be executed in any number of
counterparts (including by way of facsimile) and all of such counterparts taken
together shall be deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this amending agreement to
be executed by their respective duly authorized officers as of the date first
above written.
CANWEST MEDIA INC.,
as Borrower
Per: /S/ XXXX X. XXXXXXX
_______________________________________
Authorized Signing Officer
Per: _______________________________________
Authorized Signing Officer
5
CANWEST GLOBAL COMMUNICATIONS CORP.,
as Guarantor
Per: /s/ XXXX X. XXXXXXX
_______________________________________
Authorized Signing Officer
Per:
_______________________________________
Authorized Signing Officer
THE BANK OF NOVA SCOTIA,
as Administrative Agent
Per: /s/ XXXXXXXX XXXXXXXXX
_______________________________________
Authorized Signing Officer
Per: /s/ XXX XXXXXX
_______________________________________
Authorized Signing Officer
THE BANK OF NOVA SCOTIA,
as agent for and on behalf of the Majority
Xxxxxxx
Per: /s/ XXXXXXXX XXXXXXXXX
_______________________________________
Authorized Signing Officer
Per: /s/ XXX XXXXXX
_______________________________________
Authorized Signing Officer
6
SCHEDULE 16
SPECIFIED NEWSPAPER ASSETS
CanWest Media Inc.
Print Assets for Sale
Daily Newspapers
Windsor Star Moose Jaw Times-Herald Pelham News (Free)
Brantford Expositor Prince Xxxxxx Daily Herald St. John's Telegram
Niagara Falls Review Halifax Daily News Corner Brook Western Star
Welland Tribune Charlottetown Guardian The Evening News (New Glasgow)
Dunnville Chronicle The Journal Pioneer (Summerside) Truro Daily News
St. Catharines Standard Cape Breton Post
Non-Daily Newspapers (Paid)
Bathurst Northern Light Bedford-Sackville Weekly News New Hamburg Independent
Non-Daily Newspapers (Non-Paid)
Explore Windsor Cambridge Times Moose Jaw This Week
Bargain Bundle (Windsor) Guelph Times Rural Roots (Prince Xxxxxx)
Midweek (Brantford) Waterloo Chronicle Swift Current Southwest Booster
Weekender (Brantford) Flamborough Review Swift Current City Sun
Weekend Update (Niagara Falls) Grimsby Weekend Edition Pictou County This Week
Welland Tribune Extra Grimsby Independent Colchester Sunday (Truro)
Ancaster News Niagara Advance Nova Scotia Business Journal
Dundas Star News Fort Erie Times The Xxxxxxxx News (Halifax)
Hamilton News-Mountain Edition Lincoln Post Express Weekly Extra (St. John's)
Stoney Creek News West Lincoln Review
In addition, the Newspapers publish numerous inserts including TV listings,
shoppers, tourism guides, real estate updates, seniors guides and telephone
books. For greater certainty, the Specified Newspaper Assets include all real
and personal property, assets and undertakings and certain of the liabilities
related to the operation of each Specified Newspaper Assets.
SCHEDULE 17
NEW ZEALAND ASSETS
CanWest Television NZ Limited
TV3 Network Services Limited
TV4 Network Limited
Global Television Properties Limited
CanWest NZ Television Holdings Limited
CanWest NZ Finance Limited
CanWest NZ Radio Holdings Limited
CanWest Radio NZ Limited
Media Investments Ltd.
RadioWorks New Zealand Limited
Radio Otago Holdings Ltd.
CGS NZ TV Shareholding (Netherlands) B.V.
CGS Radio Shareholding (Netherlands) B.V.
For greater certainty, the New Zealand Assets include all real and personal
property, assets and undertakings and certain of the liabilities related to the
operation of each New Zealand Asset.
