REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 8th, 2011 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • New York
This REGISTRATION RIGHTS AGREEMENT dated July 13, 2010 (the “Agreement”) is entered into by and among Postmedia Network Inc., a corporation incorporated under the Canada Business Corporations Act (the “Company”), Postmedia Network Canada Corp., a corporation incorporated under the Canada Business Corporations Act (“Holdings”), and J.P. Morgan Securities Inc. (“J.P. Morgan”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley” and, together with J.P. Morgan, the “Initial Purchasers”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • June 8th, 2011 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • Ontario
THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended or modified from time to time, the “Security Agreement”) is entered into as of July 13, 2010 by Postmedia Network Inc., a Canada corporation (the “Issuer”), each of the other signatories hereto (together with the Issuer, each a “Grantor”, and collectively, the “Grantors”), The Bank of New York Mellon, in its capacity as trustee for the Noteholders referred to below (in such capacity, the “Trustee”), and BNY Trust Company of Canada, in its capacity as collateral agent for the Secured Parties referred to below (in such capacity, the “Collateral Agent”).
SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF November 8, 2010 BETWEEN: POSTMEDIA NETWORK CANADA CORP. - and - COMPUTERSHARE INVESTOR SERVICES INC. as Rights AgentShareholder Rights Plan Agreement • June 8th, 2011 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • Ontario
SHAREHOLDER RIGHTS PLAN AGREEMENT dated as of November 8, 2010, between Postmedia Network Canada Corp. (the “Corporation”), a corporation existing under the laws of Canada, and Computershare Investor Services Inc., a company existing under the laws of Canada (the “Rights Agent”).
GRANT OF SECURITY INTEREST IN TRADEMARKS RIGHTSSecurity Interest in Trademarks Rights • June 8th, 2011 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • Ontario
This GRANT OF SECURITY INTEREST IN TRADEMARKS RIGHTS (“Agreement”), effective as of July 13, 2010 is made by (i) Postmedia Network Inc., a Canadian corporation, located at 1450 Don Mills Road, Suite 300, Toronto, Ontario, M3B 2X7 (each, a “Grantor” and collectively, the “Grantors”), in favour of Morgan Stanley Senior Funding, Inc., located at Global Banking Operations, 1 Pierrepoint Plaza, 7th Floor, Brooklyn, NY 11201, Attention: Stephen Giacolone, as Collateral Agent (the “Agent”) for the banks and other financial institutions or entities (the “Lenders”) parties to the Revolving Credit Agreement, dated as of July 13, 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Postmedia Network Inc., a Canada corporation (the “Borrower”), Postmedia Network Canada Corp., a Canada corporation (“Holdings”), each of the direct and indirect Subsidiaries signatory thereto, the Lenders, Morgan Stanley Senior Funding, Inc. as Administrative Agent and
NOMINATING AGREEMENTNominating Agreement • June 8th, 2011 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • Ontario
THIS AGREEMENT (“Agreement”), dated July 13, 2010, is entered into by and between Postmedia Network Canada Corp., a corporation governed by the laws of Canada (the “Company”) and GoldenTree Asset Management LP (the “Shareholder”), a limited partnership governed by the laws of State of Delaware.
INTERCREDITOR AGREEMENT by and between Morgan Stanley Senior Funding, Inc., as ABL Collateral Agent, JPMORGAN CHASE BANK, N.A., as Term Loan Collateral Agent, and BNY Trust Company of Canada, as Notes Collateral Agent Dated as of July 13, 2010Intercreditor Agreement • June 8th, 2011 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • Ontario
THIS INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of July 13, 2010 by and among MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”)., in its capacity as a collateral agent (together with its successors and assigns in such capacity, the “ABL Collateral Agent”) for the institutions party from time to time to the Original ABL Credit Agreement referred to below, as lenders (such institutions, together with their successors, assigns and transferees, the “ABL Lenders”), JPMORGAN CHASE BANK, N.A. (“JPMCB”), in its capacity as collateral agent (together with its successors and assigns in such capacity, the “Term Loan Collateral Agent”) for the institutions party from time to time to the Original Term Loan Credit Agreement referred to below, as lenders (such institutions, together with their successors, assigns and transferees in such capacity, the “Term Loan Lenders”) and the othe
REGISTRATION RIGHTS AGREEMENT between POSTMEDIA NETWORK CANADA CORP. — and — GOLDENTREE ASSET MANAGEMENT LP JULY 13, 2010Registration Rights Agreement • June 8th, 2011 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • Ontario
WHEREAS the parties desire to enter into this Agreement to provide the Holder, from time to time, with demand registration rights and piggy-back registration rights;
REVOLVING CREDIT AGREEMENT Dated as of July 13, 2010 among POSTMEDIA NETWORK INC., as the Borrower, POSTMEDIA NETWORK CANADA CORP., as Holdings THE SUBSIDIARY GUARANTORS PARTY HERETO, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent,...Revolving Credit Agreement • June 8th, 2011 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • New York
This REVOLVING CREDIT AGREEMENT (this “Agreement”) is entered into as of July 13, 2010, among POSTMEDIA NETWORK INC., a Canada Business Corporations Act corporation (the “Borrower”), POSTMEDIA NETWORK CANADA CORP., a Canada Business Corporations Act corporation (“Holdings”), the Subsidiary Guarantors from time to time party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, Collateral Agent, Co-Syndication Agent, Joint Collateral Agent and Paying Agent, JPMORGAN CHASE BANK, N.A., as Co-Syndication Agent, WELLS FARGO CAPITAL FINANCE CORPORATION CANADA, as Joint Collateral Agent and Co-Documentation Agent and ROYAL BANK OF CANADA, as Co-Documentation Agent, with MORGAN STANLEY SENIOR FUNDING, INC. and J.P. MORGAN SECURITIES INC., as Joint Lead Arrangers and Joint Bookrunners.
GRANT OF SECURITY INTEREST IN TRADEMARKS RIGHTSSecurity Interest in Trademarks Rights • June 8th, 2011 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • Ontario
This GRANT OF SECURITY INTEREST IN TRADEMARKS RIGHTS (“Agreement”), effective as of July 13, 2010 is made by (i) Postmedia Network Inc., a Canadian corporation, located at 1450 Don Mills Road, Suite 800, Toronto, Ontario, M3B 2X7 (each, a “Grantor” and collectively, the “Grantors”), in favour of BNY Trust Company of Canada, located at 4 King Street West, Suite 1101, Toronto, Ontario M5H 1B6, Attention: Pamela Lively, as Collateral Agent (the “Agent”) for the Secured Parties referred to in the Pledge and Security Agreement, dated as of July 13, 2010 (as amended, supplemented, restated, refinanced, replaced or otherwise modified in whole or in part, the “Security Agreement”), among Postmedia Network Inc., a Canada corporation (the “Issuer”), Postmedia Network Canada Corp., a Canada corporation (“Holdings”), each of the direct and indirect Subsidiaries signatory thereto and the Agent.
FIRST AMENDMENTFirst Amendment • June 8th, 2011 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • New York
This FIRST AMENDMENT, dated as of April 4, 2011 (this “Amendment”), is entered into among POSTMEDIA NETWORK INC., a Canada Business Corporations Act corporation (the “Borrower”), POSTMEDIA NETWORK CANADA CORP, a Canada Business Corporations Act corporation (“Holdings”), the lenders party hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
INTERCREDITOR AGREEMENT by and between JPMORGAN CHASE BANK, N.A., as Term Loan Collateral Agent, and BNY TRUST COMPANY OF CANADA, as Notes Collateral Agent Dated as of July 13, 2010Intercreditor Agreement • June 8th, 2011 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • Ontario
THIS INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of July 13, 2010 by and among JPMORGAN CHASE BANK, N.A. (“JPMCB”), in its capacity as collateral agent (together with its successors and assigns in such capacities, the “Term Loan Collateral Agent”) for the institutions party from time to time to the Original Term Loan Credit Agreement referred to below, as lender (such institutions, together with their successors, assigns and transferees, in such capacity, the “Term Loan Lenders”) and the other Term Loan Secured Parties (as defined below), and BNY TRUST COMPANY OF CANADA, in its capacity as collateral agent (together with its successors and assigns in such capacity, the “Notes Collateral Agent” for the holders of the notes issued pursuant to the Original Indenture referred to below (such holders, together with their successors, assigns and transferees, in such capac
TERM LOAN CREDIT AGREEMENT Dated as of July 13, 2010 among POSTMEDIA NETWORK INC., as the Borrower, POSTMEDIA NETWORK CANADA CORP., as Holdings THE SUBSIDIARY GUARANTORS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral...Term Loan Credit Agreement • June 8th, 2011 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • New York
This TERM LOAN CREDIT AGREEMENT (this “Agreement”) is entered into as of July 13, 2010, among POSTMEDIA NETWORK INC., a Canada Business Corporations Act corporation (the “Borrower”), POSTMEDIA NETWORK CANADA CORP., a Canada Business Corporations Act corporation (“Holdings”), the Subsidiary Guarantors from time to time party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, MORGAN STANLEY SENIOR FUNDING, INC., as Syndication Agent, and THE BANK OF MONTREAL, CIBC OPPENHEIMER, THE BANK OF NOVA SCOTIA, ROYAL BANK OF CANADA and THE TORONTO-DOMINION BANK, as Co-Documentation Agents, with J.P. MORGAN SECURITIES INC. and MORGAN STANLEY SENIOR FUNDING, INC., as Joint Lead Arrangers and Joint Bookrunners.
AGREEMENTAgreement • June 8th, 2011 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • Ontario
ROLE PROFILE AGREEMENTRole Profile Agreement • June 8th, 2011 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing
The Advisor agrees to act as an advisor to the Chief Executive Officer and the Company to assist in the successful implementation of the Company’s Digital First strategy.
