seventhsupplementalindenture.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SEVENTH SUPPLEMENTAL INDENTURE

     

    SEVENTH SUPPLEMENTAL
INDENTURE, dated as of September 1, 2008, among Canwest Media Inc.
(“CMI”), Canwest
Television GP Inc. (“CTGP”), Canwest Television
Limited Partnership (“CTLP”, and together with CTGP,
the “New Guarantors”),
and The Bank of New York Mellon, as trustee (the “Trustee”).

     

    WHEREAS, CanWest Media Inc., a
predecessor of CMI, the guarantors thereunder and the Trustee are parties to
that certain indenture, dated as of November 18, 2004 (as amended and
supplemented to the date hereof, the “Indenture”);

     

    WHEREAS Section 8.01 of the Indenture
permits CMI and any Guarantor, when authorized by a Board Resolution of each of
them, and the Trustee to supplement the Indenture without notice to or consent
of any Noteholder to add a Guarantor;

     

    WHEREAS, on September 1, 2008, each of
the New Guarantors guaranteed the indebtedness of CMI under the credit agreement
dated as of 13 October 2005, between, inter alia, CMI, as borrower,
the New Guarantors, as guarantors, such other guarantors as are from time to
time party thereto, The Bank of Nova Scotia, as administrative agent, lead
arranger and joint bookrunner and the lenders from time to time party thereto
(as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”).

     

    WHEREAS, it is necessary for each of
the New Guarantors to provide a Guarantee (as defined in the Indenture) under
the Indenture in accordance with Sections 4.14 and 11.04
thereunder;

     

    WHEREAS, the Board of Directors of CMI,
the Board of Directors of CTGP and the Board of Directors of CTGP acting in its
capacity as general partner of CTLP, have authorized this Seventh Supplemental
Indenture; and

     

    WHEREAS, all things necessary to make
this Seventh Supplemental Indenture a valid supplement to the Indenture
according to its terms and the terms of the Indenture have been
done.

     

    NOW, THEREFORE, each party agrees as
follows for the benefit of the other parties and for the equal and ratable
benefit of the Holders of the Notes:

     

    ARTICLE
I

     

    GUARANTEES

     

    Section
1.1                                Each
New Guarantor hereby expressly assumes the obligations of a Guarantor under the
Indenture, as evidenced by this Seventh Supplemental Indenture and its execution
of a Guarantee in the form required under the Indenture.

     

    Section
1.2                                In
accordance with Section 4.14 of the Indenture, the Guarantee of each New
Guarantor provided under Section 1.1 hereunder shall be automatically and
unconditionally released and discharged, without any further action required on
the part of the Trustee or any Holder of Notes, upon:

     

    
      
         


      

      
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    (1)  the unconditional
release of such New Guarantor from its liability in respect of the Indebtedness
under the Credit Agreement; or

     

    (2)  any sale or other
disposition (by merger or otherwise) to any Person that is not a Restricted
Subsidiary of a controlling interest in, or all or substantially all of the
assets of, such New Guarantor, provided that:

     

    (a)  such
sale or disposition of such controlling interest or assets is otherwise in
compliance with the terms of the Indenture; and

     

    (b)  such
assumption, guarantee or other liability of such New Guarantor has been released
by the Holders of the Other Indebtedness so guaranteed.

     

    ARTICLE
II

     

    OTHER
PROVISIONS

     

    Section
2.1                                All
capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to them in the Indenture.

     

    Section
2.2                                THIS
SEVENTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW.  EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS SEVENTH SUPPLEMENTAL INDENTURE, THE NOTES OR
THE GUARANTEES.

     

    Section
2.3                                All
agreements of CMI and the New Guarantors in this Seventh Supplemental Indenture
shall bind their respective successors.  All agreements of the Trustee
in this Seventh Supplemental Indenture shall bind its successors.

     

    Section
2.4                                The
parties may sign multiple counterparts of this Seventh Supplemental
Indenture.  Each signed counterpart shall be deemed an original, but
all of them together represent one and the same agreement.

     

    Section
2.5                                The
parties to this Seventh Supplemental Indenture have expressly requested that
this Seventh Supplemental Indenture and all related notices, amendments and
other documents be drafted in the English Language.  Les parties a la
présente convention ont expressément exigé que cette convention et tous les
avis, modifications et autres documents y afférents soient rédigés en langue
anglaise seulement.

     

    Section
2.6                                Except
as amended hereby, the Indenture and the Notes are in all respects ratified and
confirmed and all the terms shall remain in full force and effect.

     

    


    


    [Signature page
follows]


    
      
         


      

      
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    IN WITNESS WHEREOF, the parties have
caused this Seventh Supplemental Indenture to be duly executed, all as of the
date and year first written above.

     

    


     

    
      	 
      	 
      	
              CANWEST
      MEDIA INC.

            
	
              By:

            	 
      /s/ Richard M. Leipsic
	 
      	
              Name: 
      Richard M. Leipsic

            
	 
      	
              Title:   
      Senior Vice-President and General Counsel

            
	
              By:

            	 
      /s/ John E. Maguire
	 
      	
              Name: 
      John E. Maguire

            
	 
      	
              Title:   
      Chief Financial Officer

            


    

    


     

    
      	 
      	 
      	
              CANWEST
      TELEVISION GP INC.

            
	
              By:

            	 
      /s/ Richard M. Leipsic
	 
      	
              Name: 
      Richard M. Leipsic

            
	 
      	
              Title:   
      Vice-President

            
	
              By:

            	 
      /s/ John E. Maguire
	 
      	
              Name: 
      John E. Maguire

            
	 
      	
              Title:   
      Vice-President

            


    

    


     

    
      	 
      	 
      	
              CANWEST
      TELEVISION LIMITED PARTNERSHIP, by its general partner CANWEST TELEVISION
      GP INC.

            
	
              By:

            	 
      /s/ Richard M. Leipsic
	 
      	
              Name: 
      Richard M. Leipsic

            
	 
      	
              Title:   
      Vice-President

            
	
              By:

            	 
      /s/ John E. Maguire
	 
      	
              Name: 
      John E. Maguire

            
	 
      	
              Title:   
      Vice-President

            


    

    


     

    
      	 
      	 
      	
              THE
      BANK OF NEW YORK MELLON, as Trustee

            
	
              By:

            	 
      /s/ Vanessa Mack
	 
      	
              Name: 
      Vanessa Mack

            
	 
      	
              Title:   
      Vice President

            


    


    
      
        SEVENTH
SUPPLEMENTAL INDENTURE 

        (2004
CMI NOTES INDENTURE)  

      

      
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