Exhibit 4.55
CANWEST GLOBAL
COMMUNICATIONS CORP.
August 6, 2002
AIB Commercial Services Xxxxxxx,
Xxxxxxxxxx,
Xxxxxxxxxxx,
Xxxxxx 0.
TV3 TELEVISION NETWORK LIMITED
("THE COMPANY")
Dear Sirs,
In consideration of AIB Commercial Services Limited (AIBCS) entering or
having entered into a debt purchase agreement ("the Agreement") with the Company
for the purchase of debts ("Debts"), implementing any of the terms of the
Agreement or otherwise effecting payment to the Company or to its order
WE, CANWEST GLOBAL COMMUNICATIONS CORP.
HAVING OUR REGISTERED XXXXXX XX 00XX XXXXX XX XXXXXX, 000 XXXXXXX XXXXXX,
XXXXXXXX, XXXXXXXX X0X 0X0 (HEREINAFTER REFERRED TO AS "CANWEST")
do, subject to the proviso below, hereby irrevocably and unconditionally agree
to indemnify and to keep indemnified and to hold AIBCS harmless against any and
all claims, liabilities, damages, losses, costs, charges, expenses and
proceedings AIBCS may suffer or incur at any time arising from:
a. Debts notified to AIBCS not being, at the time of such
notification, Debts legally enforceable by the Company;
b. Any Debts notified to AIBCS by the Company subsequently
becoming non legally enforceable other than due to genuine
disputes or the issuance by the Company of bona fide credit
notes;
c. Any breach on the part of the Company of the undertaking
contained in Clause 14(3) of the Agreement and relating to any
Debt or Debts purchased thereunder and notified to AIBCS
PROVIDED THAT the maximum amount of our liability hereunder shall not
exceed such sum as AIBCS shall certify from time to time as being 50% of total
amount of claims, liabilities, damages, losses, costs, charges, expenses and
proceedings it shall suffer or incur as aforesaid and a certificate issued by
any Director Manager or Officer of AIBCS as to the amount of all claims,
liabilities, damages, losses, costs, charges, expenses and proceedings suffered
or
incurred as aforesaid shall (save in the case of manifest error) be final and
binding upon me as to the amount so due and owing hereunder.
The indemnity herein contained is in addition to and not in
substitution for any other guarantee or indemnity or other security now or
hereafter held by AIBCS concerning the Agreement.
This indemnity shall not be affected or impaired in any way by the
appointment or a receiver and/or manager, a liquidator or an examiner to the
Company or by any alteration of the Company's Memorandum & Articles of
Association or by any defective or irregular exercise of the powers of the
Company or by the lack of validity or effectiveness of the Agreement.
Our liability hereunder shall be as sole or primary obligor and not
merely as surety and shall not be impaired or discharged by reason of any
release, discharge or settlement between AIBCS and the Company or any other
party who may have in any way guaranteed, secured or otherwise been liable to
AIBCS in respect of the obligations of the Company under the Agreement.
Dated this 6th day of August, 2002
Executed by
CANWEST GLOBAL COMMUNICATIONS CORP.
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Name: XXXXXXX X. XXXXXXX Name: XXXX X. XXXXXXX
Title: Vice-President and Title: CFO & Vice-President, Finance
General Counsel
ADVICE
As Vice President General Counsel of CanWest Global Communications
Corp. ("CanWest") I, Xxxxxxx X. Xxxxxxx, advise and confirm as follows:
1. CanWest is a properly constituted and validly existing
corporation under the laws of Canada with power to xxx and
which may be sued and may give this indemnity under such laws
and its constitutional documents;
2. this indemnity is given under and in accordance with the
authority of the Board of Directors of CanWest and is valid
and binding against CanWest in accordance with its terms
without any requirement of notification, registration or
filing.
The opinion expressed in paragraph 2 above is subject to the following:
(i) the procedural and remedial rights of AIBCS may be delayed,
and therefore affected, pursuant to the operation and affect
of bankruptcy,
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insolvency, reorganization or other laws of
general applications relating to or affecting the enforcement
of creditor's rights generally;
(ii) a tribunal of competent jurisdiction may apply equitable
(whether or not such principles are derived from statutory law
or otherwise) principles which may affect or limit the rights
of AIBCS;
(iii) prior to, or in connection with, instituting an action in the
Province of Manitoba to enforce this indemnity against
CanWest, AIBSC may be obliged to register as an
extra-provincial corporation pursuant to the provisions of The
Corporations Act (Manitoba); and
(iv) the opinion applies only to the laws of the Province of
Manitoba or the laws of Canada as they apply to the Province
of Manitoba as such laws may exist on the date of this
opinion.
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Xxxxxxx X. Xxxxxxx
Vice President & General Counsel
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