CANWEST MEDIA INC. and CANWEST TELEVISION LIMITED PARTNERSHIP CDN.$105,000,000 12% Senior Secured Notes _________________ NOTE PURCHASE AGREEMENT __________________ Dated May 20, 2009Note Purchase Agreement • June 8th, 2009 • Canwest Media Inc • Television broadcasting stations • Ontario
Subject to the terms and conditions of this Agreement, the Issuers shall issue and sell to the Purchasers and the Purchasers shall purchase from the Issuers the equivalent amount in US dollars of $105,000,000 Canadian dollars (based on an exchange rate to be agreed) in aggregate principal amount of senior secured promissory notes (the “Notes”) on the Closing Date on the terms set forth herein, which Notes shall be in the form set out in Exhibit A hereto and in the amounts set forth on Schedule G hereto. The purchase price for the Notes shall be the equivalent amount in US dollars of $100,000,000 Canadian dollars (based on an exchange rate to be agreed) (the “Purchase Price”). The Purchasers’ obligations hereunder are several and not joint or joint and several obligations, each in accordance with Schedule A, and no Purchaser shall have liability to any Person for the performance or non-performance by any Person. The terms of the Notes are set forth in this Agreement and in the Notes. Th
