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                                                                   Exhibit 10.63



                        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

                            AMENDING AGREEMENT NO. 3

                           Dated as of March 27, 2003

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                            AMENDING AGREEMENT NO. 3

         This amending agreement no. 3 dated as of March 27, 2003 among CanWest
Media Inc. (the "BORROWER"), as borrower, CanWest Global Communications Corp.
(the "GUARANTOR"), as guarantor, the Lenders (as defined below), 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, and
that certain amending agreement no. 2 dated as of July 15, 2002, 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. 3
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 Debt" by deleting
                  clause (xiii) thereof and the word "and" immediately prior
                  thereto, and inserting the following in their place:

                   "(xiii) Senior Unsecured Debt, provided that, prior to the
                  issuance of any Senior Unsecured Debt, the Administrative
                  Agent shall have received an opinion of legal counsel to the
                  Borrower that the issuance of such Senior Unsecured Debt does
                  not breach the provisions of, or

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                  otherwise cause a default under, any existing Senior
                  Subordinated Debt, the HCN Notes or any existing Senior
                  Unsecured Debt, in form and substance reasonably acceptable to
                  the Administrative Agent and its legal counsel; and (xiv) such
                  other Debt as agreed to by the Majority Lenders."

         (ii)     by amending the definition of "Permitted Distributions" by
                  deleting clauses (vi) through (viii) thereof and inserting the
                  following in its place:

                  "(vi) payments on account of the principal amount of the HCN
                  Notes referred to in clause (i) of the definition of HCN
                  Notes, and accrued and unpaid interest relating to such HCN
                  Notes repaid, from (y) amounts made available to the Borrower
                  in accordance with Section 2.03(1), or (z) provided the HCN
                  Repayment Conditions and the requirements of Section
                  2.05(3)(i) or (ii) are satisfied, the net proceeds of the
                  issuance of Senior Unsecured Debt or Subordinated Debt; (vii)
                  payments on account of Permitted Debt from the proceeds of any
                  other Debt which is Refinancing Debt in respect of such
                  Permitted Debt; (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; and (ix) any payments or
                  prepayments required or permitted to be made to the
                  Administrative Agent or the Lenders under any other provisions
                  of this Agreement".

         (iii)    by amending the definition of "Senior Debt" by (a) inserting
                  immediately after the word "Senior" the word" Secured", (b)
                  deleting the word "and" immediately prior to clause (iii), and
                  (c) inserting immediately after clause (iii) the words "; and
                  (iv) the aggregate principal amount of any outstanding Senior
                  Unsecured Debt".

         (iv)     by amending the definition of "Senior Leverage Ratio" by (a)
                  inserting immediately before the word "Leverage" the word
                  "Secured", and (b) inserting immediately before the word
                  "Debt" the word "Secured".

         (v)      by the addition of the following new definitions:

                  "HCN REPAYMENT CONDITIONS" means (A) the Borrower shall have
                  repaid Accommodations Outstanding under the Term 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

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                  virtue of any repayment made pursuant to Section 2.04(2),
                  2.04(3) or 2.04(4)), in each case subject to and in accordance
                  with Section 2.09 hereof, and (B) 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, if any, 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
                  Secured Leverage Ratio (calculated as at the end of the most
                  recently completed Financial Quarter for the four Financial
                  Quarters then ended) shall not exceed 3.5:1; and (iii) the
                  ratio of EBITDA of the Global Group to Interest Expense of the
                  Global Group (calculated as at the end of the most recently
                  completed Financial Quarter for the four Financial Quarters
                  then ended) shall not be less than (i) 1.75:1, if on or prior
                  to May 31, 2004, or (ii) 2.0:1, thereafter.

                  "SENIOR UNSECURED DEBT" means, in respect of any Person, Debt
                  of such Person which (a) has covenants, events of default and
                  redemption, repurchase and modification provisions, in the
                  aggregate, that are less favourable to the holder of such Debt
                  than the covenants, events of default and redemption,
                  repurchase and modification provisions of the Credit
                  Documents, (b) is not guaranteed by any Person which is not a
                  Global Group Entity, (c) has no required redemption provisions
                  prior to, and matures, not less than one year after the latest
                  Relevant Repayment Date, (d) is unsecured, and (e) is not
                  Subordinated Debt."

3.       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 by deleting the
third sentence thereof and inserting the following in its place:

                  "Accommodations under the Revolving Credit Facility shall be
                  available (a) to repay and refinance, or purchase, 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, and accrued and unpaid interest relating to such HCN
                  Notes and Mirror Notes so repaid, refinanced or purchased if
                  the HCN Repayment Conditions are satisfied and (b) to prepay
                  Accommodations Outstanding under the Term Credit Facilities."

4.       AMENDMENT TO SECTION 2.05 OF THE CREDIT AGREEMENT. Section 2.05 of the
Credit Agreement is amended effective as of this date as follows:

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         (i)      by amending Section 2.05(3) by inserting at the beginning
                  thereof the number "(a)", and inserting at the end thereof the
                  following new clause (b):

                  "(b) An amount equal to the Net Proceeds of any Debt referred
                  to in clause (xiii) of the definition of Permitted Debt
                  created or incurred by CanWest or any other Global Group
                  Entity, shall be prepaid by the Borrower within ten (10)
                  Business Days of the date of issuance of such Debt and applied
                  (i) firstly, rateably to the prepayment of the Accommodations
                  Outstanding under the Term Credit Facilities; 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 reduction exceed the
                  Revolving Credit Commitment), in each case, subject to and in
                  accordance with Section 2.09 hereof."

         (ii)     by amending Section 2.05(7) by deleting the phrase "not less
                  than 10 days" on or about the tenth line and replacing it with
                  the phrase "not less than 3 Business Days".

5.       AMENDMENT TO SECTION 8.03(1) OF THE CREDIT AGREEMENT. Section 8.03(1)
of the Credit Agreement is amended effective as of this date as follows:

         (i)      by deleting clause (b) thereof and inserting the following in
                  its place:

                  "(b) SENIOR SECURED LEVERAGE RATIO. Maintain, during each
                  Financial Quarter in each Financial Year commencing with the
                  Financial Quarter ending November 30, 2000, a ratio of Senior
                  Secured Debt to EBITDA for the four Financial Quarters then
                  ended of the Global Group of not more than (i) 5.0:1 for the
                  Financial Quarters ending November 30, 2000, February 28,
                  2001, May 31, 2001, August 31, 2001 and November 30, 2001;
                  (ii) 4.75:1 for the Financial Quarters ending February 28,
                  2002, May 31, 2002, August 31, 2002 and November 30, 2002;
                  (iii) 4.50:1 for the Financial Quarter ending February 28,
                  2003; (iv) 4.25:1 for the Financial Quarters ending May 31,
                  2003, August 31, 2003 and November 30, 2003; and (v) 4.00:1
                  for the Financial Quarter ending February 29, 2004 and each
                  Financial Quarter thereafter."

         (ii)     by amending clause (c) thereof by inserting the following
                  words at the end thereof: "; or (iv), provided the Borrower
                  shall have repaid after March 1, 2003, Accommodations
                  Outstanding

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                  under the Term Credit Facilities and shall have permanently
                  reduced the aggregate Commitment thereunder by an amount equal
                  to or greater than Cdn. $255,000,000 (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)), in each case subject to and in accordance
                  with Section 2.09 hereof, 1.75:1 for the Financial Quarters
                  ending May 31, 2003, August 31, 2003, November 30, 2003,
                  February 29, 2004 and May 31, 2004, and 2.0:1 for each
                  Financial Quarter thereafter".

6.       CONDITION PRECEDENT. It is a condition precedent to the effectiveness
of this amending agreement that (a) the Borrower shall have paid to the Lenders
an amendment fee equal to 10 bps calculated on Accommodations Outstanding as of
March 13, 2003, and (b) the Borrower and the Guarantors shall have delivered a
confirmation of guarantees and security in form and substance reasonably
satisfactory to the Administrative Agent.

7.       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. This amending agreement will not result in a novation, substitution,
discharge or extinguishment of any Credit Document.

8.       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.

9.       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.

10.      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.

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         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/ JOHN MAGUIRE
                                                  ------------------------------
                                                  Authorized Signing Officer

                                             Per: /s/ RICHARD LEIPSIC
                                                  ------------------------------
                                                  Authorized Signing Officer

                                             CANWEST GLOBAL
                                             COMMUNICATIONS CORP.,
                                             as Guarantor

                                             Per: /s/ JOHN MAGUIRE
                                                  ------------------------------
                                                  Authorized Signing Officer

                                             Per: /s/ RICHARD LEIPSIC
                                                  ------------------------------
                                                  Authorized Signing Officer

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                                             THE BANK OF NOVA SCOTIA,
                                             as Administrative Agent

                                             Per: /s/ KEN LEHNER
                                                  ------------------------------
                                                  Authorized Signing Officer

                                             Per: ______________________________
                                                  Authorized Signing Officer

                                             THE BANK OF NOVA SCOTIA,
                                             as agent for and on behalf of the
                                             Majority Lenders

                                             Per: /s/ ALASTAIR BORTHWICK
                                                  ------------------------------
                                                  Authorized Signing Officer

                                             Per: ______________________________
                                                  Authorized Signing Officer