EXHIBIT 4.10
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN
THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE
(OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF
THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR ANY STATE OR
OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE U.S. SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF
(1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN "ACCREDITED INVESTOR" (AS
DEFINED IN RULE 501(a) (l), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN
"ACCREDITED INVESTOR") OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS
SECURITY IN AN "OFFSHORE TRANSACTION" PURSUANT TO REGULATION S (WITHIN THE
MEANING OF RULE 903(c) (2) OF REGULATION S UNDER THE U.S. SECURITIES ACT) AND
(2) IN THE CASE OF (A) OR (B) ABOVE, AGREES THAT IT WILL NOT PRIOR TO THE DATE
WHICH IS TWO YEARS AFTER THE LATER OF (A) THE ORIGINAL ISSUE DATE HEREOF (OR OF
ANY PREDECESSOR OF THIS SECURITY) AND (B) THE LAST DAY ON WHICH THE ISSUER OR
ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY OR ANY PREDECESSOR OF
THIS SECURITY (THE "RESALE RESTRICTION TERMINATION DATE"), OFFER, SELL OR
OTHERWISE
TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER OR ANY OF ITS SUBSIDIARIES, (B)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
U.S. SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A INSIDE THE UNITED STATES, TO A PERSON IT REASONABLY
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
U.S. SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (D) TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT
IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF AN INSTITUTIONAL
ACCREDITED INVESTOR, (E) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT
OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
U.S. SECURITIES ACT, PURSUANT TO RULE 904 OF REGULATION S (PROVIDED THAT SUCH
NON-U.S. PERSONS AGREE NOT TO RESELL OR OTHERWISE TRANSFER THE SECURITIES IN
CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT, EXCEPT IN ACCORDANCE
WITH APPLICABLE CANADIAN SECURITIES LAWS) OR (F) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, AND (3)
AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. THIS LEGEND WILL BE REMOVED
UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. IN
CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE
ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED
INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND TO
THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER
OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. AS USED HEREIN, THE TERMS
"OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE RESPECTIVE
MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE U.S. SECURITIES ACT.
2
CUSIP 138747 AA8
CANWEST MEDIA INC.
No. 006 U.S.$ 195,000
10-5/8% SENIOR SUBORDINATED NOTE DUE 2011
CANWEST MEDIA INC., a corporation organized under the federal
laws of Canada (the "Issuer," which term includes any successor corporation),
for value received, promises to pay to CEDE & CO. or registered assigns the
principal sum of One Hundred Ninety Five Thousand Dollars on May 15, 2011.
Interest Payment Dates: May 15 and November 15, commencing
November 15, 2001.
Record Dates: May 1 and November 1.
Reference is made to the further provisions of this Note
contained herein, which will for all purposes have the same effect as if set
forth at this place.
3
IN WITNESS WHEREOF, the Issuer has caused this Note to be
signed manually or by facsimile by its duly authorized officers.
CANWEST MEDIA INC.
By: /s/ JOHN MAGUIRE
_______________________________
Name: John Maguire
Title: Chief Financial Officer
By: /s/ PAMELA HARROD
_______________________________
Name: Pamela Harrod
Title: Assistant Secretary
Dated: October 29, 2001
Certificate of Authentication:
This is one of the 10-5/8% Senior Subordinated Notes due 2011
referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee
By: /s/ VANESSA MACK
_______________________________
Authorized Signatory
4
[REVERSE OF NOTE]
CANWEST MEDIA INC.
10-5/8% SENIOR SUBORDINATED NOTE DUE 2011
1. Interest. CANWEST MEDIA INC., a corporation organized
under the federal laws of Canada (the "Issuer"), promises to pay, until the
principal hereof is paid or made available for payment, interest on the
principal amount set forth on the face hereof at a rate of 10-5/8% per annum.
Interest hereon will accrue from and including the most recent date to which
interest has been paid or, if no interest has been paid, from and including May
17, 2001 to but excluding the date on which interest is paid. Interest shall be
payable in arrears on each May 15 and November 15 commencing November 15, 2001.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months. The Issuer shall pay interest on overdue principal and on overdue
interest (to the full extent permitted by law) at the rate borne by the Notes.
2. Method of Payment. The Issuer will pay interest
hereon (except defaulted interest) to the Persons who are registered Holders at
the close of business on May 1 or November 1 next preceding the Interest Payment
Date (whether or not a Business Day). Holders must surrender Notes to a Paying
Agent to collect principal payments. The Issuer will pay principal, premium, if
any, and interest on the Notes in the manner set forth in Article 2 of the
Indenture. Interest may be paid by check mailed to the Holder entitled thereto
at the address indicated on the register maintained by the Registrar for the
Notes.
3. Paying Agent and Registrar. Initially, The Bank of
New York, in its capacity as Trustee (the "Trustee"), will act as U.S. Paying
Agent and U.S. Registrar. The Issuer may change any Paying Agent or Registrar
without notice to any Holder. Neither the Issuer nor any of its Affiliates may
act as Paying Agent or Registrar.
4. Indenture. The Issuer issued the Notes under an
Indenture dated as of May 17, 2001 (the "Indenture") between the Issuer, the
Guarantors and the Trustee. This is one of an issue of Notes of the Issuer
issued, or to be issued, under the Indenture. The terms of the Notes include
those stated in the Indenture and those made part of the Indenture by reference
to the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb), as
amended from time to time (the "TIA"). The Notes are subject to all such terms,
and Holders are referred to the Indenture and the TIA for a statement of them.
Capitalized and certain other terms used herein and not otherwise defined have
the meanings set forth in the Indenture. The U.S. Notes are general unsecured
senior subordinated obligations of the Issuer limited in the aggregate principal
amount of U.S.$725,000,000 plus an amount of U.S.$ Notes into which the Cdn.$
Notes may be converted at any time up to and including May 14, 2006. The Company
shall be entitled to issue Additional Notes pursuant to Section 2.19 of the
Indenture. The Notes include the Exchange Notes issued in exchange for the U.S.$
Notes pursuant to the U.S. Registration Rights Agreement. All Notes issued under
the Indenture, although the U.S.$ Notes and the Cdn.$ Notes represent different
indebtedness of the Issuer, are treated as a single class of securities under
the Indenture.
5
The terms of the Notes include those stated in the Indenture and those made part
of the Indenture by reference to the Trust Indenture Act. The Notes are subject
to all such terms, and Holders are referred to the Indenture and the Trust
Indenture Act for a statement of all such terms. To the extent permitted by
applicable law, in the event of any inconsistency between the terms of this Note
and the terms of the Indenture, the terms of the Indenture shall control. This
is one of the Notes referred to in the Indenture.
5. Additional Amounts. The Issuer will pay to the
Holders of Notes such Additional Amounts as may become payable under Section
4.26 of the Indenture.
6. Optional Redemption. The Issuer, at its option, may
redeem the Notes, in whole or in part, at any time on or after May 15, 2006 upon
not less than 30 nor more than 60 days' prior written notice, at the redemption
prices (expressed as percentages of principal amount), set forth below,
together, in each case, with accrued and unpaid interest to the Redemption Date,
if redeemed during the twelve month period beginning on May 15 of each year
listed below:
Year Redemption Price
- ---- ----------------
2006 105.313%
2007 103.542%
2008 101.771%
2009 and thereafter 100.000%
Notwithstanding the foregoing, the Issuer may redeem in the
aggregate up to (i) 35% of the original principal amount of the Notes at any
time and from time to time prior to May 15, 2004 at a redemption price equal to
110.625% of the aggregate principal amount so redeemed, plus accrued and unpaid
interest, if any, to the Redemption Date, out of the net cash proceeds of one or
more Equity Offerings; provided that at least 65% of the principal amount of
U.S.$ Notes originally issued (including the original principal amount of
Additional Notes) shall remain outstanding immediately after the occurrence of
any such redemption and that any such redemption occurs within 90 days following
the closing of any such Equity Offering.
Notwithstanding the foregoing and notwithstanding any other
term of the Initial U.S.$ Notes or of the Indenture, until the completion of an
exchange offer under the Registration Rights Agreement, the issuer may not
redeem in the aggregate more than:
(A) 25% of the original principal amount of the Initial
U.S.$ Notes, expressed in U.S. dollars, less the aggregate amount, expressed in
U.S. dollars at the Rate of Exchange for purchasing U.S. dollars in effect on
the date of exchange, of Cdn.$ Notes that have been exchanged into Exchanged
Cdn.$ Notes, or
(B) 25% of the original principal amount of the Initial
U.S.$ Notes, expressed in Canadian dollars at the Rate of Exchange for
purchasing Canadian dollars in effect on the Issue Date, less the aggregate
amount, expressed in Canadian dollars, of Cdn.$ Notes that have been exchanged
into Exchanged Cdn.$ Notes.
6
In the event of a redemption of fewer than all of the Notes,
the Trustee shall select the Notes to be redeemed in compliance with the
requirements of the principal national securities exchange, if any, on which
such Notes are listed or, if such Notes are not then listed on a national
securities exchange, on a pro rata basis, by lot or in such other manner as the
Trustee in its sole discretion shall deem fair and equitable. The Notes will be
redeemable in whole or in part upon not less than 30 nor more than 60 days'
prior written notice, mailed by first class mail to a holder's last address as
it shall appear on the register maintained by the Registrar. On and after any
redemption date, interest will cease to accrue on the Notes or portions thereof
called for redemption as long as sufficient funds to effect such redemption are
deposited by or on behalf of the Issuer with the Paying Agent.
7. Tax Redemption. The Notes will be redeemable, in
whole but not in part, at the option of the Issuer, upon not less than 30 nor
more than 60 days' prior written notice mailed by first class mail to each
Holder of Notes at its address appearing on the U.S. Register maintained by the
U.S. Registrar, at 100% of the principal amount thereof, plus accrued and unpaid
interest thereon, if any, to the redemption date, if the Issuer or any Guarantor
is or would become obligated to pay, on the next date on which any amount would
be payable with respect to the Notes, any Additional Amounts pursuant to Section
4.26 of the Indenture as a result of a change in, or amendment to, the laws (or
any regulation or rulings promulgated thereunder) of any Taxing Authority, or
any change in, or amendment to, any administrative or other official position
regarding the application or interpretation of such laws, regulations or rulings
(including, without limitation, a ruling by a court of competent jurisdiction),
which change or amendment is announced on or after the Issue Date; provided that
the Issuer or such Guarantor determines, in its business judgment, that the
obligation to pay such Additional Amounts cannot be avoided by the use of
reasonable measures available to the Issuer or such Guarantor (not including
substitution of the obligor under the Notes). No such notice of redemption may
be given later than 180 days after the Issuer first becomes liable to pay any
Additional Amounts as a result of such change or amendment.
8. Notice of Redemption. Notice of redemption will be
mailed at least 30 days but not more than 60 days before the Redemption Date to
each Holder of Notes to be redeemed at his registered address. On and after the
Redemption Date, unless the Issuer defaults in making the redemption payment,
interest will cease to accrue on Notes or portions thereof called for
redemption.
9. Offers to Purchase. The Indenture provides that upon
the occurrence of a Change of Control or an Asset Sale, and subject to further
limitations contained therein, the Issuer shall make an offer to purchase
outstanding Notes in accordance with the procedures set forth in the Indenture.
10. Intentionally Omitted.
11. Denominations, Transfer, Exchange. The U.S.$ Notes
are in registered form without coupons in denominations of U.S.$1,000 and
integral multiples of U.S.$1,000. A Holder may register the transfer or exchange
of Notes in accordance with the Indenture. The Registrar may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and to pay to it any taxes and fees required by law or permitted by the
Indenture. The Registrar need not register the transfer of or exchange any Notes
or portion of a Note selected for redemption, or register the transfer of or
exchange any Notes for a period of 15 days before a mailing of notice of
redemption.
7
12. Persons Deemed Owners. The registered Holder of this
Note may be treated as the owner of this Note for all purposes.
13. Unclaimed Money. If money for the payment of
principal or interest remains unclaimed for two years, the Trustee or a Paying
Agent will pay the money back to the Issuer (or, if appropriate, any Guarantors)
at its written request. After that, Holders entitled to the money must look to
the Issuer and any Guarantors for payment as unsecured general creditors unless
applicable "abandoned property" law designates another Person.
14. Amendment, Supplement, Waiver, Etc. The Issuer, any
Guarantor and the Trustee may, without the consent of the Holders of any
outstanding Notes, amend, waive or supplement the Indenture or the Notes for
certain specified purposes, including, among other things, curing ambiguities,
defects or inconsistencies, maintaining the qualification of the Indenture under
the TIA and making any change that does not adversely affect the rights of any
Holder. Other amendments and modifications of the Indenture or the Notes may be
made by the Issuer, any Guarantor and the Trustee with the written consent of
the Holders of not less than a majority of the aggregate principal amount of
then outstanding Notes, subject to certain exceptions requiring the written
consent of the Holders of the particular Notes to be affected.
15. Restrictive Covenants. The Indenture imposes certain
limitations on the ability of the Issuer and the Restricted Subsidiaries to,
among other things, incur additional Indebtedness, make payments in respect of
their Capital Stock or certain Indebtedness, make certain Investments, create or
incur liens, enter into transactions with Affiliates, enter into agreements
restricting the ability of Restricted Subsidiaries to pay dividends and make
distributions, issue Preferred Stock of any Restricted Subsidiaries of the
Issuer, enter into sale and leaseback transactions and on the ability of the
Issuer to merge or consolidate with any other Person or transfer all or
substantially all of the Issuer's or any Guarantor's assets. Such limitations
are subject to a number of important qualifications and exceptions. Pursuant to
Section 4.04 of the Indenture, the Issuer must annually report to the Trustee in
writing on compliance with such limitations.
16. Successor Corporation. When a successor corporation
assumes all the obligations of its predecessor under the Notes and the Indenture
and the transaction complies with the terms of Article 5 of the Indenture, the
predecessor corporation will, except as provided in Article 5, be released from
those obligations.
17. Defaults and Remedies. Events of Default are set
forth in the Indenture. Subject to certain limitations in the Indenture, if an
Event of Default (other than an Event of Default specified in Section 6.01(7) or
(8) of the Indenture with respect to the Issuer or any Restricted Subsidiary)
occurs and is continuing, the Trustee or the Holders of not less than 25% in
aggregate principal amount of then outstanding Notes may, by written notice to
the Trustee and the Issuer, declare all principal of and accrued interest on all
Notes to be immediately due and payable and such amounts shall become
immediately due and payable. If an Event of Default specified in Section 6.01(7)
or (8) of the Indenture occurs with respect to the Issuer or any Restricted
Subsidiary, the principal amount of and interest on, all Notes shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee
8
or any Holder. Holders may not enforce the Indenture or the Notes except as
provided in the Indenture. The Trustee may require indemnity reasonably
satisfactory to it before it enforces the Indenture or the Notes. Subject to
certain limitations, Holders of a majority in principal amount of the then
outstanding Notes may, in writing, direct the Trustee in its exercise of any
trust or power. The Trustee may withhold from Holders notice of any continuing
default (except a default in payment of principal, premium, if any, or interest
or a default in the observance or performance of any of the obligations of the
Issuer under Article 5 of the Indenture) if it determines in its sole discretion
that withholding notice is in the Holders' best interests.
18. Trustee Dealings with Issuer. The Trustee, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Issuer, any Guarantor or their Affiliates, and may
otherwise deal with the Issuer, any Guarantor or their Affiliates, as if it were
not a Trustee.
19. No Recourse Against Others. No director, officer,
employee incorporator or stockholder, of the Issuer or any Guarantor shall have
any liability for any obligations of the Issuer or any Guarantor under the
Notes, the Indenture or the Guarantees or for a claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder of Notes by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for the issuance of the Notes.
20. Discharge. The Issuer's obligations pursuant to the
Indenture will be discharged, except for obligations pursuant to certain
sections thereof, subject to the terms of the Indenture, upon the payment of all
the Notes or upon the irrevocable deposit with the Trustee of U.S. dollars or
U.S. Government Obligations sufficient to pay when due principal of and interest
on the Notes to maturity or redemption, as the case may be.
21. Authentication. This Note shall not be valid until
the Trustee manually signs the certificate of authentication on the other side
of this Notes.
22. Defeasance and Covenant Defeasance. The Indenture
contains provisions for defeasance of the entire indebtedness on this Note and
for defeasance of certain covenants in the Indenture upon compliance by the
Issuer and Guarantors with certain conditions set forth in the Indenture.
23. CUSIP Numbers. Pursuant to a recommendation
promulgated by the Committee on Uniform Note Identification Procedures, the
Issuer and Guarantors have caused CUSIP Numbers to be printed on the Notes and
have directed the Trustee in writing to use CUSIP numbers in notices of
redemption as a convenience to Holders of the Notes. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.
24. Abbreviations. Customary abbreviations may be used in
the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN
ENT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).
9
25. Governing Law. THIS NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO PRINCIPLES OF CONFLICT OF LAWS. 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 NOTE.
THE ISSUER WILL FURNISH TO ANY HOLDER UPON WRITTEN REQUEST AND
WITHOUT CHARGE A COPY OF THE INDENTURE. REQUESTS MAY BE MADE TO:
CANWEST MEDIA INC.
31st Floor, TD Centre
201 Portage Avenue
Winnipeg, Manitoba, R3B 3L7
Canada
Attention: Chief Financial Officer
10
ASSIGNMENT
I or we assign and transfer this Note to:
(Insert assignee's social security or tax I.D. number)
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
(Print or type name, address and zip code of assignee)
and irrevocably appoint:
______________________________________________________________________
______________________________________________________________________
agent to transfer this Note on the books of the Issuer. The agent may substitute
another to act for him.
Date:________________________ Your Signature:_______________________
(Sign exactly as your
name appears on the
other side of this Note)
Signature Guarantee:_______________________
11
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have all or any part of this Note
purchased by the Issuer pursuant to Section 4.10 or Section 4.21 of the
Indenture, check the appropriate box:
[ ] Section 4.10 [ ] Section 4.21
If you want to have only part of the Note purchased by the
Issuer pursuant to Section 4.10 or Section 4.21 of the Indenture, state the
amount you elect to have purchased:
U.S.$_______________________________
(multiple of U.S.$l,000)
Date: ______________________________
Your Signature:_____________________________________
(Sign exactly as your name appears on
the face of this Note)
______________________________
Signature Guaranteed
12
ASSIGNMENT FOR RULE 144A NOTE
I or we assign and transfer this Note to:
(Insert assignee's social security or tax I.D. number)
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
(Print or type name, address and zip code of assignee)
and irrevocably appoint:
________________________________________________________________________
________________________________________________________________________
Agent to transfer this Note on the books of the Issuers. The Agent may
substitute another to act for him.
[Check One]
[ ] (a) this Note is being transferred in compliance with the
exemption from registration under the Securities Act provided
by Rule 144A thereunder.
or
[ ] (b) this Note is being transferred other than in
accordance with (a) above and documents are being furnished
which comply with the conditions of transfer set forth in this
Note and the Indenture.
If none of the foregoing boxes is checked, the Trustee or Registrar shall not be
obligated to register this Note in the name of any person other than the Holder
hereof unless and until the conditions to any such transfer of registration set
forth herein and in Sections 2.16 and 2.17 of the Indenture shall have been
satisfied.
Date:__________________ Your Signature:_________________________
(Sign exactly as your name
appears on the other side
of this Note)
Signature Guarantee:______________________________
13
TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED
The undersigned represents and warrants that it is purchasing
this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933 and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Issuers as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.
Date:______________________ _____________________________
NOTICE: To be executed by
an executive officer
14
Form of Certificate to Be
Delivered in Connection with
Transfers to Non-OIB Accredited Investors
_______________, ______
Attention:
Re: CanWest Media Inc. (the "Issuer")
l0-5/8% Senior Subordinated Notes due 2011 (the "Notes")
Dear Sirs:
In connection with our proposed purchase of Notes, we confirm
that:
1. We are not a resident of Canada or a corporation or
other entity governed by the laws of Canada or any province or territory
thereof.
2. We understand that any subsequent transfer of the
Notes is subject to certain restrictions and conditions set forth in the
Indenture dated as of May 17, 200l relating to the Notes and we agree to be
bound by, and not to resell, pledge or otherwise transfer the Notes except in
compliance with, such restrictions and conditions and the Securities Act of
1933, as amended (the "Securities Act") and any applicable Canadian securities
laws of any province or territory of Canada.
3. We understand that the Notes have not been registered
under the Securities Act or any other applicable securities laws, have not been
and will not be qualified for sale under the securities laws of Canada or any
province or territory thereof or any other non-U.S. jurisdiction and that the
Notes may not be offered, sold, pledged or otherwise transferred except as
permitted in the following sentence. We agree, on our own behalf and on behalf
of any accounts for which we are acting as hereinafter stated, that if we should
sell any Notes, we will do so only (i) to the Issuer or any subsidiary thereof,
(ii) in accordance with Rule 144A under the Securities Act to a "qualified
institutional buyer" (as defined in Rule 144A), (iii) to an institutional
"accredited investor" (as defined below) that, prior to such transfer, furnishes
(or has furnished on its behalf by a U.S. broker-dealer) to you a signed letter
containing certain representations and agreements relating to the restrictions
on transfer of the Notes, (iv) outside the United States to persons other than
U.S. persons in offshore transactions meeting the requirements of Rule 904 of
Regulation S under the Securities Act, (v) pursuant to the exemption form
registration provided by Rule 144 under the Securities Act (if
15
applicable) or (vi) pursuant to an effective registration statement under the
Securities Act, and we further agree to provide to any person purchasing any of
the Notes from us a notice advising such purchaser that resales of the Notes are
restricted as stated herein.
4. We understand that, on any proposed resale of any
Notes, we will be required to furnish to you and the Issuer such certifications,
legal opinions and other information as you and the Issuer may reasonably
require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Notes purchased by us will bear a
legend to the foregoing effect.
5. We are an institutional "accredited investor" (as
defined in Rule 501(a) (l), (2), (3) or (7) under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting each are able to bear the economic risk of
our or their investment, as the case may be.
6. We are acquiring the Notes purchased by us for our
account or for one or more accounts (each of which is an institutional
"accredited investor") as to each of which we exercise sole investment
discretion.
7. We have no intention of transferring the Notes to a
resident of Canada and (a) we acknowledge that transfers of Notes to residents
of Canada may be restricted under certain circumstances and (b) we agree to
comply with any applicable Canadian provincial securities laws in respect of any
transfer of Notes to a resident of Canada.
You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.
Very truly yours,
[Name of Transferee]
By:__________________________
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