holdco2aa.htm


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      EXECUTION
        VERSION

    

    THIS
      SECOND AMENDMENT AGREEMENT is dated as of the 30th day of
      April, 2007.

     

    B
      E T W E E N:

     

    CANWEST
      MEDIAWORKS INC.

    a
      corporation incorporated under the laws of Manitoba

    as
      Borrower

     

    


    -
      and
      -

    


    THE
      GUARANTORS FROM TIME TO TIME PARTY

    TO
      THE CREDIT AGREEMENT

    as
      Guarantors

     

    


    -
      and
      -

    


    THE
      LENDERS FROM TIME TO TIME PARTY

    TO
      THE CREDIT AGREEMENT

    as
      Lenders

     

    


    -
      and
      -

    


    THE
      BANK OF NOVA SCOTIA

    a
      bank to
      which the Bank Act (Canada) applies,

    in
      its
      capacity as administrative agent hereunder

    as
      Administrative Agent

     

    


    RECITALS:

    


    
      	
              A.

            	
              The
                Borrower, the Guarantors, the Agent and the Lenders are parties to
                a
                Credit Agreement dated as of 13 October 2005, as amended by a
                First Amendment Agreement (the "First Amendment
                Agreement") dated as of 15 February 2006 (as so
                amended, the "Existing Credit
                Agreement").

            


    

     

    
      	
              B.

            	
              The
                Borrower requested the consent of the Lenders to certain aspects
                of the
                Investment in various Turkish businesses, which consents were provided
                by
                the Lenders in March 2006.

            


    

     

    
      	
              C.

            	
              The
                Borrower requested certain amendments to the financial covenants
                in the
                Existing Credit Agreement, to which the Lenders agreed in August
                2006.

            


    

     

    
      	
              D.

            	
              The
                parties are entering into this Second Amendment Agreement formalize
                such
                consents and agreements as set forth herein and to give effect to
                the
                other matters set forth herein.

            


    

     

    NOW
      THEREFORE in consideration of the premises and for other good and
      valuable consideration, the receipt and adequacy of which are hereby
      acknowledged, and intending to be legally bound hereby, the parties agree as
      follows:

     


    
      
        
        

      

      
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    Section
      1
– Amendment to Financial Covenants

     

    (a)           Effective
      from and after August 31, 2006, Section 7.1(1) of the Existing Credit Agreement
      is deleted and replaced with the following provision:

     

    
      	
               

            	
              7.1(1)

            	
              The
                Borrower shall have at Closing (after consummation of and giving
                effect to
                the Implementation Transactions) and shall at all times during the
                applicable time periods noted below maintain a Total Leverage Ratio
                of not
                greater than the applicable ratio set forth
                below:

            


    

     

    
      	
              Period:

            	
              Total
                Leverage Ratio

            
	
              From
                30 November 2005 to 31 May 2006

            	
              6.00
                to 1.00

            
	
              From
                1 June 2006 to 30 August 2007

            	
              6.25
                to 1.00

            
	
              From
                31 August 2007 to 29 November 2007

            	
              5.75
                to 1.00

            
	
              From
                30 November 2007 to 30 May 2008

            	
              5.25
                to 1.00

            
	
              31 May
                2008 and thereafter

            	
              5.00
                to 1.00

            

provided
      however, that upon request made by the Borrower at any time on or after 31
      May
      2008 and when the Total Leverage Ratio for its immediately preceding fiscal
      quarter is less than or equal to 5.00 to 1.00 and which request is made before
      the end of the fiscal quarter in which a Permitted Investment is made, the
      maximum permitted Total Leverage Ratio may be increased to 5.50 to 1.00 for
      a
      period of twelve months from the closing of the Permitted Investment, after
      which time the maximum permitted Total Leverage Ratio shall automatically reduce
      to 5.00 to 1.00.  The Borrower shall not be permitted to request an
      increase in the maximum permitted Total Leverage Ratio in connection with any
      subsequent Permitted Investment as contemplated in this Section 7.1(1)
      until the automatic reduction referred to in the preceding sentence shall have
      become effective or the Total Leverage Ratio shall have been not greater than
      5.00 to 1.00 for at least two consecutive fiscal quarters.

     


    
      
        
        

      

      
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    (b)           Effective
      from and after August 31, 2006, Section 7.1(3) of the Existing Credit Agreement
      is deleted and replaced with the following provision:

     

    
      	
               

            	
              7.1(3)

            	
              The
                Borrower shall have at Closing (after consummation of and giving
                effect to
                the Implementation Transactions) and shall at all times during the
                applicable time periods noted below maintain an Interest Coverage
                Ratio of
                not less than the applicable ratio set forth
                below:

            


    

     

    
      	
              Period:

            	
              Interest
                Coverage Ratio

            
	
              From
                30 November 2005 to 31 May 2006

            	
              2.50
                to 1.00

            
	
              From
                1 June 2006 to 29 November 2008

            	
              2.00
                to 1.00

            
	
              30
                November 2008 and thereafter

            	
              2.25
                to 1.00

            


    

    


    Section
      2 – Consent to Investment in Turkish Businesses

     

    Reference
      is made to the Investment made by CanWest International Communications Inc.
      and
      the Investment by CGS NZ TV Shareholding (Netherlands) B.V. (now CanWest
      MediaWorks Turkish Holdings (Netherlands) B.V.) in CGS Televizyon ve Radyo
      Yayinciligi Ticaret, Pasifik Televizyon ve Radyo Yayinciligi Ticaret, Galata
      Televizyon ve Radyo Yayinciligi Ticaret A.S., Halic Televizyon ve Radyo
      Yayinciligi Ticaret A.S., Karakoy Televizyon ve Radyo Yayinciligi Ticaret A.S.,
      CanWest Medya Yonetim Ticaret Uc A.S. and certain other Turkish entities
      (collectively, the "TurkishEntities") created
      or used to effect the acquisition of Super FM, Metro FM, Joy FM and Joy Turk
      (collectively, the "TurkishRadio Assets") for
      aggregate consideration of approximately US $65,000,000 with the result
      that an indirect non-wholly owned interest in the Turkish Radio Assets (the
      "Turkish Acquisition") is now held.  Effective March
      29, 2006, the Lenders hereby consent to the Turkish Acquisition and to the
      Turkish Acquisition being treated as a Permitted Investment under the Existing
      Credit Agreement for all purposes notwithstanding that certain security in
      equity and debt issued by the Turkish Entities in connection with the Turkish
      Acquisition was not delivered.

     

    Section
      3 – Conditions Precedent to Effectiveness of this Second Amendment
      Agreement

     

    This
      Second Amendment Agreement shall become binding on the Lenders only upon
      satisfaction of the following conditions precedent:

     

    
      	
               

            	
              (a)

            	
              execution
                and delivery of this Second Amendment Agreement by each of the Borrower
                and the Guarantors;

            


    

     

    
      	
               

            	
              (b)

            	
              execution
                and delivery of this Second Amendment Agreement by the Lenders in
                accordance with Section 9.2 of the Existing Credit
                Agreement;

            


    

     


    
      
        
        

      

      
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              (c)

            	
              no
                Event of Default or Pending Event of Default having occurred and
                being
                continuing as at the date of satisfaction of all of the foregoing
                conditions precedent;

            


    

     

    
      	
               

            	
              (d)

            	
              the
                Agent having received an amendment fee equal to Cdn. $256,500, for
                the account of each consenting Lender in proportion to each Lender's
                Commitment as reduced on or about 31 August 2006 by Net Cash Proceeds
                from the sale by the Borrower of CanWest Irish Sales Limited and
                the sale
                by CanWest Irish Holdings (Barbados) Limited of its 45% interest
                in
                CanWest Granada Media Holdings Limited;
                and

            


    

     

    
      	
               

            	
              (e)

            	
              the
                Agent having received such corporate resolutions, incumbency and
                other
                certificates of each of the Borrower and the Guarantors as the Agent
                may
                reasonably request in connection with this Second Amendment Agreement
                and
                the transactions contemplated
                hereby.

            


    

     

    Section
      4 – Representations and Warranties of the Obligors

     

    Each
      of
      the Obligors acknowledge that this Second Amendment Agreement is a Loan Document
      and that all of their respective representations and warranties concerning
      Loan
      Documents that are contained in the Existing Credit Agreement apply to this
      Second Amendment Agreement and are deemed to be repeated on their execution
      of
      this Second Amendment Agreement as if set out in full in this Second Amendment
      Agreement.  The other representations and warranties made in Section
      6.1 of the Existing Credit Agreement, other than those expressly stated to
      be
      made as of a specific date or otherwise expressly modified pursuant to the
      provisions of Section 6.2 of the Existing Credit Agreement, are true and correct
      on and as of the date hereof with the same force and effect as if such
      representations and warranties had been made on and as of the date hereof,
      but
      subject to the same qualifications as are contained in Section 6.2 of the
      Existing Credit Agreement.

     

    Section
      5 – Continuing Effect of Existing Credit Agreement

     

    Except
      as
      amended by this Second Amendment Agreement, the Existing Credit Agreement shall
      remain in full force and effect, without amendment, and is hereby ratified
      and
      confirmed. Without in any way limiting the terms of the Existing Credit
      Agreement or any other Loan Document, each Obligor confirms that the Security
      made or granted by it pursuant to the Existing Credit Agreement remains in
      full
      force and effect notwithstanding the amendments to the Existing Credit Agreement
      contained herein and that such Security shall continue to secure all of the
      debts, liabilities and obligations described in Section 3.2 of the Existing
      Credit Agreement, including but not limited to those debts, liabilities and
      obligations arising as a result of this Second Amendment Agreement.

     

    Section
      6 – Further Assurances

     

    The
      Borrower shall promptly do, make, execute or deliver, or cause to be done,
      made,
      executed or delivered, all such further acts, documents and things as the Agent
      may require from time to time for the purposes of giving effect to this Second
      Amendment Agreement and shall

     


    
      
        
        

      

      
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    use
      reasonable efforts and take all such steps as may be within its power to
      implement, to the full extent, the provisions of this Second Amendment
      Agreement.

     

    Section
      7 – Counterparts and Facsimile

     

    This
      Second Amendment Agreement may be executed in any number of counterparts, each
      of which when executed and delivered shall be deemed to be an original, and
      such
      counterparts together shall constitute one and the same
      agreement.  For the purposes of this Section, the delivery of a
      facsimile copy of an executed counterpart of this Second Amendment Agreement
      shall be deemed to be valid execution and delivery thereof.

     

    Section
      8 – Governing Law

     

    The
      parties agree that this Second Amendment Agreement shall be conclusively deemed
      to be a contract made under, and shall for all purposes be governed by and
      construed in accordance with, the laws of the Province of Ontario and the laws
      of Canada applicable in the Province of Ontario.

     

    Section
      9 – Interpretation

     

    Capitalized
      terms used herein, unless otherwise defined or indicated herein, have the
      respective meanings defined in the Existing Credit Agreement.  This
      Second Amendment Agreement and the Existing Credit Agreement shall be read
      together and have effect so far as practicable as though the provisions thereof
      and the relevant provisions hereof are contained in one document.

     

    Section
      10 – Effective Date

     

    This
      Second Amendment Agreement may be referred to as being dated as of
      April 30, 2007, notwithstanding the actual date of execution by the
      parties hereto as set forth on their respective signing pages.

     

    


     

    [EXECUTION
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