EXHIBIT 10.61
SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE, dated as of February 27, 2003, among
CANWEST MEDIA INC., a corporation incorporated under the federal laws of Canada
(the "Issuer"), each of the New Guarantors (as defined herein); and The Bank of
New York, as trustee (the "Trustee").
WHEREAS, in accordance with Section 11.04 of the Indenture relating to
the 10-5/8% Senior Subordinated Notes due 2011 of the Issuer, dated as of May
17, 2001, between the Company, the Trustee and the Guarantors (as defined
therein), as supplemented by a supplemental trust indenture dated August 6, 2002
among the Issuer, the Trustee and the New Guarantors (as defined therein) (such
indenture and supplemental indenture, the "Indenture"), each of the entities
listed on Exhibit A hereto (each a "New Guarantor") desires to guarantee the
obligations of the Issuer with respect to the Notes on the terms set forth in
the Indenture;
WHEREAS, the Boards of Directors of the Issuer and each of the New
Guarantors have authorized this Second Supplemental Indenture; and
WHEREAS, all things necessary to make this Second 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 Holders of the Notes:
Section 1. Guarantee. Each New Guarantor covenants and agrees to
be bound by and subject to the terms of the Indenture as if they had executed
the same as a Guarantor as of the date first set forth above.
Section 2. Certain Defined Terms. All capitalized terms used
and not otherwise defined herein shall have the meanings ascribed to them in the
Indenture.
Section 3. Governing Law. THIS SECOND 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 SECOND
SUPPLEMENTAL INDENTURE, THE NOTES OR THE GUARANTEES.
Section 4. Multiple Counterparts. The parties may sign multiple
counterparts of this Second Supplemental Indenture. Each signed counterpart
shall be deemed an original, but all of them together represent one and the same
agreement.
IN WITNESS WHEREOF, the parties have caused this Second Supplemental
Indenture to be duly executed all as of the date and year first written above.
CANWEST MEDIA INC.
By: /s/ XXXX XXXXXXX
____________________________
Name: Xxxx Xxxxxxx
Title: Vice President, Finance
and Chief Financial Officer
INFOMART LIMITED
By: /S/ XXXX XXXXXXX
______________________________________
Name: Xxxx Xxxxxxx
Title: Authorized Signing Officer
THE BANK OF NEW YORK,
not in its individual capacity, but solely as Trustee
By: /S/ XXXXXXX XXXX
______________________________________
Name: Xxxxxxx Xxxx
Title: Assistant Vice President
2
Exhibit A
New Guarantors
Infomart Limited
3
