SEVENTH SUPPLEMENTAL INDENTURE
Dated as of May 17, 2001,
CANWEST MEDIA INC.,
THE BANK OF NEW YORK,
Dated as of November 18, 2004
SEVENTH SUPPLEMENTAL INDENTURE (this Seventh Supplemental Indenture), dated as ofNovember 18, 2004, between New CMI (as defined below), a corporation organized under the federal laws of Canada, and The Bank of New York, as trustee (the Trustee).
WHEREAS, CanWest Media Inc. (Old CMI), the guarantors thereunder and the Trustee have executed and delivered an Indenture dated as of May 17,2001 (the Indenture), providing for the issuance of 10 5/8% Senior Subordinated Notes due 2011 (the Notes);
WHEREAS, on the date hereof, Old CMI was amalgamated with 3815668 Canada Inc. to form a new company also called CanWest Media Inc. (New CMI);
WHEREAS, pursuant to and as contemplated by Section 5.01 ofthe Indenture, the parties hereto desire to execute and deliver this Seventh Supplemental Indenture for the purpose of providing for New CMI to expressly assume all the obligations of the Old CMI under the Notes and the Indenture; and
NOW, THEREFORE, in consideration of the above premises, each party agrees,for the benefit of the other and for the equal and ratable benefit of the Holders of Notes:
ASSUMPTION OF OBLIGATIONS
|1.||New CMI, as provided by Section 5.01 of the Indenture, hereby unconditionally and expressly assumes all of the obligations of Old CMI under the Notes and the Indenture as set forthunder Article 5 thereof; and New CMI may expressly exercise every right and power of Old CMI under the Indenture.|
DEFINITIONS AND OTHERPROVISIONS OF GENERAL APPLICATION
|1.||Definitions. All capitalized terms used but not defined herein shall have the meanings assigned to them in the Indenture.|
|2.||Terms. 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.|
|3.||Governing Law. This Seventh Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York as applied to contracts made and tobe performed within the State of New York.|
|4.||Headings. The headings in this Seventh Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in noway modify or restrict any of the terms or provisions hereof.|
|5.||Counterparts. The parties may sign multiple counterparts of this Seventh Supplemental Indenture. Each signed counterpart shall be deemed an original, but all of them togetherrepresent one and the same agreement.|
IN WITNESS WHEREOF, the parties hereto have caused this Seventh Supplemental Indenture to be duly executed, all as of thedate first written above.
CANWEST MEDIA INC.,
2846551 CANADA INC.
3919056 CANADA LTD.
APPLE BOX PRODUCTIONS SUB INC.
BCTV HOLDINGS INC.
CALGARY HERALD GROUP INC.
CANWEST FINANCE INC./FINANCIERE CANWEST INC.
CANWEST GLOBAL BROADCASTING INC./RADIODIFFUSION CANWEST GLOBAL INC.
CANWEST INTERACTIVE INC.
CANWEST INTERNATIONAL COMMUNICATIONS INC.
CANWEST INTERNATIONAL MANAGEMENT INC.
CANWEST IRELAND NOMINEE LIMITED
CANWEST IRISH HOLDINGS (BARBADOS) INC.
CANWEST MEDIA SALES LIMITED
CANWEST MEDIAWORKS IRELAND HOLDINGS
CANWEST PUBLICATIONS INC./PUBLICATIONS CANWEST INC.
CANWEST-MONTREAL R. P. HOLDINGS INC./SOCIÉTÉ DE PORTEFEUILLE CANWEST-MONTRÉAL R.P. INC.
CANWEST-WINDSOR R. P. HOLDINGS INC.
CGS DEBENTURE HOLDING (NETHERLANDS) B.V.
CGS INTERNATIONAL HOLDINGS (NETHERLANDS) B.V.
CGS NZ RADIO SHAREHOLDING (NETHERLANDS) B.V.
CGS NZ TV SHAREHOLDING (NETHERLANDS) B.V.
CGS SHAREHOLDING (NETHERLANDS) B.V.
CHBC HOLDINGS INC.
CHEK HOLDINGS INC.
CLARINET MUSIC INC.
COOL RECORDS INC.
EDMONTON JOURNAL GROUP INC.
FOX SPORTS WORLD CANADA HOLDCO INC.
GLOBAL CENTRE INC.
GLOBAL COMMUNICATIONS LIMITED
GLOBAL TELEVISION CENTRE LTD.
GLOBAL TELEVISION NETWORK INC./RÉSEAU DETÉLÉVISION GLOBAL INC.
GLOBAL TELEVISION NETWORK QUEBEC LIMITED PARTNERSHIP/RÉSEAU DETÉLÉVISION GLOBAL QUÉBEC, SOCIÉTÉ EN COMMANDITE
GLOBAL TELEVISION SPECIALTY NETWORKSINC.
LONESTAR HOLDCO INC.
LOWER MAINLAND PUBLISHING GROUP INC.
MBS PRODUCTIONS INC.
MOBILE VIDEO PRODUCTIONS INC.
MONTREAL GAZETTE GROUP INC./GROUPE MONTRÉAL GAZETTE INC.
MULTISOUND PUBLISHERS LTD.
NANAIMO DAILY NEWS GROUP INC.
ONTV HOLDINGS INC.
OTTAWA CITIZEN GROUP INC.
PACIFIC NEWSPAPER GROUP INC.
PORT ALBERNI TIMES GROUP INC.
REACHCANADA CONTACT CENTRE LIMITED
REGINA LEADER POST GROUP INC.
RETROVISTA HOLDCO INC.
SASKATOON STARPHOENIX GROUP INC.
SOUTHAM DIGITAL INC./SOUTHAM NUMERIQUE INC.
STUDIO POST & TRANSFER SUB INC.
VANCOUVER ISLAND NEWSPAPER GROUP INC.
VICTORIA TIMES COLONIST GROUP INC.
WESTERN COMMUNICATIONS INC.
WIC TELEVISION PRODUCTION SUB INC.
WINDSOR STAR GROUP INC.
XTREME SPORTS HOLDCO INC.
THE BANK OF NEW YORK,