3815668 CANADA INC. (to be amalgamated with CanWest Media Inc. and to continue as CanWest Media Inc.), as Issuer, the GUARANTORS named herein, and THE BANK OF NEW YORK, as TrusteeCanwest Media Inc • February 28th, 2005 • Television broadcasting stations • New York
INDENTURE, dated as of November 18, 2004, among 3815668 CANADA INC., a corporation incorporated under the federal laws of Canada (to be amalgamated with CANWEST MEDIA INC. and to continue as CANWEST MEDIA INC.) (the “Issuer”), each of the Guarantors (as defined herein) and The Bank of New York, as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENT Dated as of November 18, 2004 by and among 3815668 CANADA INC. (immediately prior to its amalgamation with CANWEST MEDIA INC.), THE GUARANTORS named herein and CITIGROUP GLOBAL MARKETS INC., Initial PurchaserRegistration Rights Agreement • February 28th, 2005 • Canwest Media Inc • Television broadcasting stations • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into as of November 18, 2004, by and among 3815668 Canada Inc. (immediately prior to its amalgamation with CanWest Media Inc. (the “Amalgamation”)), a corporation organized under the federal laws of Canada (the “Company”), the Guarantors (as defined) and Citigroup Global Markets Inc. (the “Initial Purchaser”).
CANWEST MEDIA INC., as Issuer, the GUARANTORS named herein, and THE BANK OF NEW YORK, as TrusteeCanwest Media Inc • February 28th, 2005 • Television broadcasting stations • New York
INDENTURE, dated as of April 3, 2003, among CANWEST MEDIA INC., a corporation incorporated under the federal laws of Canada (the “Issuer”), each of the Guarantors (as defined herein); and The Bank of New York, as trustee (the “Trustee”).
Re: Amendment to Employment Agreement dated December 1, 2003 (“Agreement”)Employment Agreement • February 28th, 2005 • Canwest Media Inc • Television broadcasting stations
This is to confirm the discussions held with you in respect of the above-referenced matter. Your terms of employment with CanWest Global Communications Corp. (“CanWest”) are amended as follows:
SIXTH SUPPLEMENTAL INDENTURESixth Supplemental Indenture • February 28th, 2005 • Canwest Media Inc • Television broadcasting stations • New York
SIXTH SUPPLEMENTAL INDENTURE, dated as of August 12, 2004, among CANWEST MEDIA INC., a corporation incorporated under the federal laws of Canada (the “Issuer”), each of the New Guarantors (as defined herein) and The Bank of New York, as trustee (the “Trustee”)
3815668 CANADA INC. PURCHASE AGREEMENTPurchase Agreement • February 28th, 2005 • Canwest Media Inc • Television broadcasting stations • New York
3815668 Canada Inc., a Canadian corporation (the “Company”), and each of the Company’s subsidiaries listed in Exhibit A-1 hereto (each, a “Guarantor” and, collectively, the “Guarantors” and, together with the Company, the “Issuers”) hereby confirm their agreement with you (the “Initial Purchaser”), as set forth below.
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...Amending Agreement • February 28th, 2005 • Canwest Media Inc • Television broadcasting stations
This Amending Agreement No. 6 dated as of October 26, 2004 among CanWest Media Inc. (the “Borrower”), as borrower, CanWest Global Communications Corp. (the “Guarantor”), as guarantor, The Bank of Nova Scotia, as administrative agent (in such capacity, the “Administrative Agent”) and the Administrative Agent on behalf of the Majority Lenders.
TVWORKS CONVERTIBLE NOTES AND TVWORKS SHAREHOLDER LOAN SALE AND PURCHASE AGREEMENTPurchase Agreement • February 28th, 2005 • Canwest Media Inc • Television broadcasting stations
CANWEST INTERNATIONAL COMMUNICATIONS INC. CANWEST MEDIAWORKS (NZ) LIMITED MediaWorksAgreement • February 28th, 2005 • Canwest Media Inc • Television broadcasting stations
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • February 28th, 2005 • Canwest Media Inc • Television broadcasting stations • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of August 12, 2004, among CANWEST MEDIA INC., a corporation incorporated under the federal laws of Canada (the “Issuer”), each of the New Guarantors (as defined herein) and The Bank of New York, as trustee (the “Trustee”).
RESTATED MANAGEMENT SERVICES AND CONSULTING AGREEMENTManagement Services and Consulting Agreement • February 28th, 2005 • Canwest Media Inc • Television broadcasting stations • Manitoba
WHEREAS the Manager is able to provide to the Corporation various personnel with certain skills, knowledge and know-how of which the Corporation wishes to avail itself in connection with its business and activities;
FACILITATION AGREEMENTFacilitation Agreement • February 28th, 2005 • Canwest Media Inc • Television broadcasting stations • New York
This Facilitation Agreement (this “Agreement”) is made by and between HOLLINGER INTERNATIONAL INC. and HOLLINGER CANADIAN NEWSPAPERS, LIMITED PARTNERSHIP (together, on a joint and several basis, “Hollinger”) and 3815668 CANADA INC. (the “Issuer”) and acknowledged and agreed as to Sections 3(b) and 4 hereof by HOLLINGER CANADIAN PUBLISHING HOLDINGS CO. (formerly Southam Inc.) and HCN PUBLICATIONS COMPANY (together with Hollinger, the “Hollinger Parties”) and agreed as to Sections 3(a) and 3(b) hereof by CANWEST GLOBAL COMMUNICATIONS CORP. (“CanWest”), as of October 7, 2004.
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...Amending Agreement • February 28th, 2005 • Canwest Media Inc • Television broadcasting stations • Ontario
This Amending Agreement No. 5 dated as of June 17, 2004 among CanWest Media Inc. (the “Borrower”), as borrower, CanWest Global Communications Corp. (the “Guarantor”), as guarantor, The Bank of Nova Scotia, as administrative agent (in such capacity, the “Administrative Agent”), the Administrative Agent on behalf of the Majority Lenders (as defined below) and the Tranche E Lenders (as defined below).
CANWEST INTERNATIONAL COMMUNICATIONS INC. Vendor CW MEDIA LIMITED PurchaserTvworks Shares Sale and Purchase • February 28th, 2005 • Canwest Media Inc • Television broadcasting stations
PURCHASE AGREEMENTPurchase Agreement • February 28th, 2005 • Canwest Media Inc • Television broadcasting stations
This agreement dated as of June 30, 2004 sets out the terms under which UBS Limited (“UBS” / “Buyer”) will purchase 15,763,545 Ordinary Shares (the “Shares”) of Ulster Television PLC (the “Issuer”) from CanWest International Communications Inc. (“Seller”).
August 9, 2004 PERSONAL & CONFIDENTIAL Mr. Richard C. Camilleri Mississauga, Ontario L5H 2L1 Dear Rick:Canwest Media Inc • February 28th, 2005 • Television broadcasting stations
Further to our discussions, I am pleased to provide herein the amended and restated terms of your employment agreement dated May 22, 2002 with CanWest Global Communications Corp. (the “Company”), as follows:
CANWEST GLOBAL COMMUNICATIONS CORP. AND RELATED COMPANIES RETIREMENT COMPENSATION ARRANGEMENT PLAN AMENDED AND RESTATED EFFECTIVE AS OF APRIL 21, 2004 APPROVED ON BEHALF OF CANWEST GLOBAL COMMUNICATIONS CORP.Canwest Media Inc • February 28th, 2005 • Television broadcasting stations • Manitoba
FIRST SUPPLEMENTAL INDENTURE Dated as of November 18, 2004 to INDENTURE Dated as of November 18, 2004 among 3815668 CANADA INC. (to be amalgamated with CanWest Media Inc. and form a new company also called CanWest Media Inc.), as Issuer, the...First Supplemental Indenture • February 28th, 2005 • Canwest Media Inc • Television broadcasting stations • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of November 18, 2004, among 3815668 Canada Inc., a Canadian corporation (the “Issuer”), New CMI (as defined below), the guarantors party hereto (collectively the “Guarantors”) and The Bank of New York, as Trustee (the “Trustee”).
RADIOWORKS CONVERTIBLE NOTES OPTION AGREEMENTRadioworks Convertible Notes • February 28th, 2005 • Canwest Media Inc • Television broadcasting stations
CanWest (U.S.) Inc. 3815668 Canada Inc. Dealer Manager AgreementCanwest Media Inc • February 28th, 2005 • Television broadcasting stations • New York
Letters of PricewaterhouseCoopers LLP, dated respectively as of the Commencement Date, the Withdrawal Rights Termination Date and the Exchange Date, in form and substance satisfactory to the Dealer Manager, confirming that they are independent accountants within the meaning of the Exchange Act and the applicable rules and regulations thereunder and stating in effect that:
July 7, 2003 Mr. Joel M. Frank OZ Management, LLC 39th Floor New York, NY 10019 Dear Sirs:Canwest Media Inc • February 28th, 2005 • Television broadcasting stations
We are writing to confirm the agreement (“Agreement”) of CanWest International Communications Inc. (“Seller”) to sell to each of the entities (individually a “Buyer” and collectively the “Buyers”), a certain number of common shares in the capital stock of SBS Broadcasting SA (“SBS”) indicated in the acceptance portion of this letter, which in the aggregate represent 2,032,300 common shares (“Purchased Shares”) for a sale price of US$ 16.10 per share, representing a total sale price of US$ 32,720,030 (“Sale Price”).
ESCROW AGREEMENTEscrow Agreement • February 28th, 2005 • Canwest Media Inc • Television broadcasting stations
FIRST SUPPLEMENTAL INDENTURE to INDENTURE Dated as of November 15, 2000, between 3815668 CANADA INC., as Issuer and THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, as Trustee Dated as of November 16, 2004First Supplemental Indenture • February 28th, 2005 • Canwest Media Inc • Television broadcasting stations • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of November 16, 2004, among 3815668 Canada Inc., a corporation organized under the federal laws of Canada, as issuer (the “Company”), Hollinger International Inc. and Hollinger Canadian Newspapers, Limited Partnership (together, on a joint and several basis, “Hollinger”), as Holder of CDN$871,873,305 principal amount of Debentures (as defined below), and The Bank of Nova Scotia Trust Company of New York, as trustee (the “Trustee”).
