Postmedia Network Canada Corp. Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 8th, 2011 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • New York

This REGISTRATION RIGHTS AGREEMENT dated July 13, 2010 (the “Agreement”) is entered into by and among Postmedia Network Inc., a corporation incorporated under the Canada Business Corporations Act (the “Company”), Postmedia Network Canada Corp., a corporation incorporated under the Canada Business Corporations Act (“Holdings”), and J.P. Morgan Securities Inc. (“J.P. Morgan”) and Morgan Stanley & Co. Incorporated (“Morgan Stanley” and, together with J.P. Morgan, the “Initial Purchasers”).

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PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • August 20th, 2012 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • Ontario

THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended or modified from time to time, the “Security Agreement”) is entered into as of August 16, 2012 by Postmedia Network Inc., a Canada corporation (the “Issuer”), each of the other signatories hereto (together with the Issuer, each a “Grantor”, and collectively, the “Grantors”), and Computershare Trust Company of Canada, in its capacity as indenture trustee for and on behalf of the holders of the Notes (defined below) (in such capacity, the “Trustee”) and collateral agent for the Secured Parties referred to below (in such capacity, the “Collateral Agent”).

PURCHASE AGREEMENT dated as of October 6th, 2014 between POSTMEDIA NETWORK INC. and QUEBECOR MEDIA INC.
Purchase Agreement • November 26th, 2014 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • Ontario

PURCHASE AGREEMENT (this “Agreement”), dated as of October 6th, 2014 between (i) Postmedia Network Inc., a corporation incorporated under the laws of Canada (the “Purchaser”) and (ii) Quebecor Media Inc., a corporation incorporated under the laws of the Province of Québec (the “Seller”).

SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF November 8, 2010 BETWEEN: POSTMEDIA NETWORK CANADA CORP. - and - COMPUTERSHARE INVESTOR SERVICES INC. as Rights Agent
Shareholder Rights Plan Agreement • June 8th, 2011 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • Ontario

SHAREHOLDER RIGHTS PLAN AGREEMENT dated as of November 8, 2010, between Postmedia Network Canada Corp. (the “Corporation”), a corporation existing under the laws of Canada, and Computershare Investor Services Inc., a company existing under the laws of Canada (the “Rights Agent”).

SENIOR SECURED NOTES INDENTURE Dated as of August 16, 2012 Among POSTMEDIA NETWORK INC., as Issuer and POSTMEDIA NETWORK CANADA CORP., as Guarantor and COMPUTERSHARE TRUST COMPANY OF CANADA, as Trustee and COMPUTERSHARE TRUST COMPANY OF CANADA, as...
Senior Secured Notes Indenture • August 20th, 2012 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • Ontario

INDENTURE, dated as of August 16, 2012, among Postmedia Network Inc., a corporation incorporated under the Canada Business Corporations Act (the “Issuer”), Postmedia Network Canada Corp., a corporation incorporated under the Canada Business Corporations Act (“PNCC”), and Computershare Trust Company of Canada, as Trustee, and Computershare Trust Company of Canada, as Collateral Agent.

SUBSCRIPTION AGREEMENT
Subscription Agreement • November 26th, 2014 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • Ontario
REVOLVING CREDIT AGREEMENT dated as of October 16, 2014 Among POSTMEDIA NETWORK INC. as Borrower and POSTMEDIA NETWORK CANADA CORP. as Holdings and THE OTHER LOAN PARTIES HERETO and THE LENDERS FROM TIME TO TIME PARTIES HERETO as Lenders and THE BANK...
Revolving Credit Agreement • November 26th, 2014 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • Ontario

This REVOLVING CREDIT AGREEMENT is dated as of October 16, 2014, and is entered into among Postmedia Network Inc., as Borrower, Postmedia Network Canada Corp., the other Loan Parties from time to time parties hereto, the Lenders from time to time parties hereto, as Lenders, The Bank of Nova Scotia, as Administrative Agent, Collateral Agent, Lead Arranger, Joint Bookrunner and Lender, Royal Bank of Canada, as Joint Bookrunner and Lender.

ACKNOWLEDGEMENT, CONFIRMATION OF AND ACCESSION TO INTERCREDITOR AGREEMENT
Intercreditor Agreement • August 20th, 2012 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • Ontario

THIS ACKNOWLEDGEMENT, CONFIRMATION OF AND ACCESSION TO INTERCREDITOR AGREEMENT DATED AS OF August 16, 2012 among (i) COMPUTERSHARE TRUST COMPANY OF CANADA, in its capacity as successor Term Loan Collateral Agent, (ii) the ABL COLLATERAL AGENT (as defined in the Agreement), (iii) the NOTES COLLATERAL AGENT (as defined in the Agreement), (iv) POSTMEDIA NETWORK INC. and (v) the guarantors listed on the signature pages hereto (the “Guarantors”), in relation to an intercreditor agreement (such agreement, as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms thereof, the “Agreement”) entered into as of July 13, 2010 by and among (i) the ABL Collateral Agent, (ii) JPMORGAN CHASE BANK, N.A., in its capacity as collateral agent for the institutions party from time to time to the Original Term Loan Credit Agreement as lenders and the other Term Loan Secured Parties, and (iii) the Notes Collateral Agent. All capitalized terms used herein and not otherwis

SUPPORT AGREEMENT
Support Agreement • July 11th, 2016 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • Ontario

WHEREAS, this support agreement (the “Support Agreement”), dated as of July 7, 2016, sets out the agreement among Postmedia Network Canada Corp. (“PNCC”), Postmedia Network Inc. (“PNI” and, together with PNCC, collectively, the “Companies” and each individually, a “Company”) and each of the other signatories hereto (each a “Supporting Second Lien Noteholder” and collectively the “Supporting Second Lien Noteholders”), being a holder of, and/or investment advisor or manager with investment discretion with respect to holdings in, inter alia, the 12.50% Senior Secured Notes due 2018 issued by PNI (the “Second Lien Notes”) pursuant to the Second Lien Notes Indenture, regarding a recapitalization transaction (the “Recapitalization Transaction”) involving PNCC, PNI and each of their respective co-obligors (collectively, the “Postmedia Entities”), as more fully described in the recapitalization term sheet attached as Schedule B (the “Term Sheet”, with the terms of the Recapitalization Transact

STANDBY PURCHASE AGREEMENT
Standby Purchase Agreement • November 26th, 2014 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • Ontario

GOLDENTREE ASSET MANAGEMENT LP, a partnership governed under the laws of Delaware, on behalf of itself and each of the entities referred to in Schedule A

FIRST SUPPLEMENTAL INDENTURE Dated as of October 31, 2014 Among POSTMEDIA NETWORK INC., as Issuer and POSTMEDIA NETWORK CANADA CORP., as Guarantor and COMPUTERSHARE TRUST COMPANY OF CANADA, as Trustee and COMPUTERSHARE TRUST COMPANY OF CANADA, as...
First Supplemental Indenture • November 26th, 2014 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • Ontario

Supplemental Indenture (this “Supplemental Indenture”), dated as of October 31, 2014, by and among, POSTMEDIA NETWORK INC., a corporation incorporated under the Canada Business Corporations Act, as issuer (the “Issuer”), POSTMEDIA NETWORK CANADA CORP., a corporation incorporated under the Canada Business Corporations Act, as guarantor (the “Guarantor”) and COMPUTERSHARE TRUST COMPANY OF CANADA, as trustee (the “Trustee”), and COMPUTERSHARE TRUST COMPANY OF CANADA, as collateral agent.

POSTMEDIA NETWORK INC. as Issuer - and - POSTMEDIA NETWORK CANADA CORP. as an Initial Guarantor - and - THE OTHER INITIAL GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO as Initial Guarantors - and - COMPUTERSHARE TRUST COMPANY OF CANADA as trustee...
Collateral Trust and Agency Agreement • September 1st, 2016 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • Ontario

Trust Company of Canada, as trustee (in such capacity and together with its successors in such capacity, the “Second Lien Notes Trustee”) and the Collateral Agent.

POSTMEDIA NETWORK INC. - and - TC PUBLICATION LIMITED PARTNERSHIP - and - GVIC COMMUNICATIONS CORP. ASSET PURCHASE AGREEMENT October 18, 2011
Asset Purchase Agreement • October 20th, 2011 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • British Columbia
GRANT OF SECURITY INTEREST IN TRADEMARKS RIGHTS
Security Interest in Trademarks Rights • June 8th, 2011 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • Ontario

This GRANT OF SECURITY INTEREST IN TRADEMARKS RIGHTS (“Agreement”), effective as of July 13, 2010 is made by (i) Postmedia Network Inc., a Canadian corporation, located at 1450 Don Mills Road, Suite 300, Toronto, Ontario, M3B 2X7 (each, a “Grantor” and collectively, the “Grantors”), in favour of Morgan Stanley Senior Funding, Inc., located at Global Banking Operations, 1 Pierrepoint Plaza, 7th Floor, Brooklyn, NY 11201, Attention: Stephen Giacolone, as Collateral Agent (the “Agent”) for the banks and other financial institutions or entities (the “Lenders”) parties to the Revolving Credit Agreement, dated as of July 13, 2010 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Postmedia Network Inc., a Canada corporation (the “Borrower”), Postmedia Network Canada Corp., a Canada corporation (“Holdings”), each of the direct and indirect Subsidiaries signatory thereto, the Lenders, Morgan Stanley Senior Funding, Inc. as Administrative Agent and

POSTMEDIA NETWORK INC. - and - COMPUTERSHARE TRUST COMPANY OF CANADA as Subscription Receipt Agent
Indenture • November 26th, 2014 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • Ontario

WHEREAS in connection with the Purchase (as hereinafter defined) the Company proposes to create and issue 139,303 Subscription Receipts (as hereinafter defined) to be constituted and issued as herein provided;

SUPPORT AGREEMENT
Support Agreement • July 11th, 2016 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • Ontario

WHEREAS, this support agreement (the “Support Agreement”), dated as of July 7, 2016, sets out the agreement among Postmedia Network Canada Corp. (“PNCC”), Postmedia Network Inc. (“PNI” and, together with PNCC, collectively, the “Companies” and each individually, a “Company”) and Canso Investment Counsel Ltd., in its capacity as portfolio manager (“Canso”) for and on behalf of certain accounts managed by Canso (the “Managed Accounts”) with respect to holdings of the Managed Accounts in, inter alia, the 8.25% Senior Secured Notes due 2017 issued by PNI (the “First Lien Notes”) pursuant to the First Lien Notes Indenture, regarding a recapitalization transaction (the “Recapitalization Transaction”) involving PNCC, PNI and each of their respective co-obligors (collectively, the “Postmedia Entities”), as more fully described in the recapitalization term sheet attached as Schedule B (the “Term Sheet”, with the terms of the Recapitalization Transaction set out therein and herein being, collect

SECOND SUPPLEMENTAL INDENTURE Dated as of April 13, 2015 Among POSTMEDIA NETWORK INC., as Issuer and POSTMEDIA NETWORK CANADA CORP., as Guarantor and COMPUTERSHARE TRUST COMPANY OF CANADA, as Trustee and COMPUTERSHARE TRUST COMPANY OF CANADA, as...
Second Supplemental Indenture • April 20th, 2015 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • Ontario

Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of April 13, 2015, by and among, POSTMEDIA NETWORK INC., a corporation incorporated under the Canada Business Corporations Act, as issuer (the “Issuer”), POSTMEDIA NETWORK CANADA CORP., a corporation incorporated under the Canada Business Corporations Act, as guarantor (the “Guarantor”),COMPUTERSHARE TRUST COMPANY OF CANADA, as trustee (the “Trustee”), and COMPUTERSHARE TRUST COMPANY OF CANADA, as collateral agent.

SHAREHOLDER CONSENT AGREEMENT
Shareholder Consent Agreement • July 11th, 2016 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • Ontario

WHEREAS, this consent and support agreement (the “Support Agreement”), dated as of July 7, 2016, sets out the agreement among Postmedia Network Canada Corp. (“PNCC”), Postmedia Network Inc. (“PNI” and, together with PNCC, collectively, the “Companies” and each individually, a “Company”) and [REDACTED] (the “Supporting Shareholder”), being a holder of, and/or investment advisor or manager with investment discretion with respect to (i) Class C voting shares of PNCC (the “Voting Shares”) and/or (ii) Class NC variable voting shares of PNCC (the “Variable Voting Shares” and together with the Voting Shares, collectively, the “Existing Shares”), regarding a recapitalization transaction (the “Recapitalization Transaction”) involving PNCC, PNI and each of their respective co-obligors (collectively, the “Postmedia Entities”), as more fully set out in the term sheet attached as Schedule B (the “Term Sheet”), which Recapitalization Transaction is to be implemented pursuant to a plan of arrangement

NOMINATING AGREEMENT
Nominating Agreement • June 8th, 2011 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • Ontario

THIS AGREEMENT (“Agreement”), dated July 13, 2010, is entered into by and between Postmedia Network Canada Corp., a corporation governed by the laws of Canada (the “Company”) and GoldenTree Asset Management LP (the “Shareholder”), a limited partnership governed by the laws of State of Delaware.

INTERCREDITOR AGREEMENT by and between Morgan Stanley Senior Funding, Inc., as ABL Collateral Agent, JPMORGAN CHASE BANK, N.A., as Term Loan Collateral Agent, and BNY Trust Company of Canada, as Notes Collateral Agent Dated as of July 13, 2010
Intercreditor Agreement • June 8th, 2011 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • Ontario

THIS INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of July 13, 2010 by and among MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”)., in its capacity as a collateral agent (together with its successors and assigns in such capacity, the “ABL Collateral Agent”) for the institutions party from time to time to the Original ABL Credit Agreement referred to below, as lenders (such institutions, together with their successors, assigns and transferees, the “ABL Lenders”), JPMORGAN CHASE BANK, N.A. (“JPMCB”), in its capacity as collateral agent (together with its successors and assigns in such capacity, the “Term Loan Collateral Agent”) for the institutions party from time to time to the Original Term Loan Credit Agreement referred to below, as lenders (such institutions, together with their successors, assigns and transferees in such capacity, the “Term Loan Lenders”) and the othe

SUBSCRIPTION RECEIPT AGREEMENT Providing for the Issue of Subscription Receipts BETWEEN POSTMEDIA NETWORK CANADA CORP. - and - GOLDENTREE ASSET MANAGEMENT LP - and - COMPUTERSHARE TRUST COMPANY OF CANADA Dated as of February 5, 2015
Subscription Receipt Agreement • February 5th, 2015 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • Ontario

POSTMEDIA NETWORK CANADA CORP., a corporation incorporated under the laws of Canada (hereinafter referred to as the “Corporation”)

REGISTRATION RIGHTS AGREEMENT between POSTMEDIA NETWORK CANADA CORP. — and — GOLDENTREE ASSET MANAGEMENT LP JULY 13, 2010
Registration Rights Agreement • June 8th, 2011 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • Ontario

WHEREAS the parties desire to enter into this Agreement to provide the Holder, from time to time, with demand registration rights and piggy-back registration rights;

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REVOLVING CREDIT AGREEMENT Dated as of July 13, 2010 among POSTMEDIA NETWORK INC., as the Borrower, POSTMEDIA NETWORK CANADA CORP., as Holdings THE SUBSIDIARY GUARANTORS PARTY HERETO, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent,...
Revolving Credit Agreement • June 8th, 2011 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • New York

This REVOLVING CREDIT AGREEMENT (this “Agreement”) is entered into as of July 13, 2010, among POSTMEDIA NETWORK INC., a Canada Business Corporations Act corporation (the “Borrower”), POSTMEDIA NETWORK CANADA CORP., a Canada Business Corporations Act corporation (“Holdings”), the Subsidiary Guarantors from time to time party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent, Collateral Agent, Co-Syndication Agent, Joint Collateral Agent and Paying Agent, JPMORGAN CHASE BANK, N.A., as Co-Syndication Agent, WELLS FARGO CAPITAL FINANCE CORPORATION CANADA, as Joint Collateral Agent and Co-Documentation Agent and ROYAL BANK OF CANADA, as Co-Documentation Agent, with MORGAN STANLEY SENIOR FUNDING, INC. and J.P. MORGAN SECURITIES INC., as Joint Lead Arrangers and Joint Bookrunners.

GRANT OF SECURITY INTEREST IN TRADEMARKS RIGHTS
Security Interest in Trademarks Rights • June 8th, 2011 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • Ontario

This GRANT OF SECURITY INTEREST IN TRADEMARKS RIGHTS (“Agreement”), effective as of July 13, 2010 is made by (i) Postmedia Network Inc., a Canadian corporation, located at 1450 Don Mills Road, Suite 800, Toronto, Ontario, M3B 2X7 (each, a “Grantor” and collectively, the “Grantors”), in favour of BNY Trust Company of Canada, located at 4 King Street West, Suite 1101, Toronto, Ontario M5H 1B6, Attention: Pamela Lively, as Collateral Agent (the “Agent”) for the Secured Parties referred to in the Pledge and Security Agreement, dated as of July 13, 2010 (as amended, supplemented, restated, refinanced, replaced or otherwise modified in whole or in part, the “Security Agreement”), among Postmedia Network Inc., a Canada corporation (the “Issuer”), Postmedia Network Canada Corp., a Canada corporation (“Holdings”), each of the direct and indirect Subsidiaries signatory thereto and the Agent.

FIRST AMENDMENT
First Amendment • June 8th, 2011 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • New York

This FIRST AMENDMENT, dated as of April 4, 2011 (this “Amendment”), is entered into among POSTMEDIA NETWORK INC., a Canada Business Corporations Act corporation (the “Borrower”), POSTMEDIA NETWORK CANADA CORP, a Canada Business Corporations Act corporation (“Holdings”), the lenders party hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

CONVERSION RESTRICTION AGREEMENT
Conversion Restriction Agreement • December 15th, 2014 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • Ontario
INTERCREDITOR AGREEMENT by and between JPMORGAN CHASE BANK, N.A., as Term Loan Collateral Agent, and BNY TRUST COMPANY OF CANADA, as Notes Collateral Agent Dated as of July 13, 2010
Intercreditor Agreement • June 8th, 2011 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • Ontario

THIS INTERCREDITOR AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of July 13, 2010 by and among JPMORGAN CHASE BANK, N.A. (“JPMCB”), in its capacity as collateral agent (together with its successors and assigns in such capacities, the “Term Loan Collateral Agent”) for the institutions party from time to time to the Original Term Loan Credit Agreement referred to below, as lender (such institutions, together with their successors, assigns and transferees, in such capacity, the “Term Loan Lenders”) and the other Term Loan Secured Parties (as defined below), and BNY TRUST COMPANY OF CANADA, in its capacity as collateral agent (together with its successors and assigns in such capacity, the “Notes Collateral Agent” for the holders of the notes issued pursuant to the Original Indenture referred to below (such holders, together with their successors, assigns and transferees, in such capac

TERM LOAN CREDIT AGREEMENT Dated as of July 13, 2010 among POSTMEDIA NETWORK INC., as the Borrower, POSTMEDIA NETWORK CANADA CORP., as Holdings THE SUBSIDIARY GUARANTORS PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral...
Term Loan Credit Agreement • June 8th, 2011 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • New York

This TERM LOAN CREDIT AGREEMENT (this “Agreement”) is entered into as of July 13, 2010, among POSTMEDIA NETWORK INC., a Canada Business Corporations Act corporation (the “Borrower”), POSTMEDIA NETWORK CANADA CORP., a Canada Business Corporations Act corporation (“Holdings”), the Subsidiary Guarantors from time to time party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent, MORGAN STANLEY SENIOR FUNDING, INC., as Syndication Agent, and THE BANK OF MONTREAL, CIBC OPPENHEIMER, THE BANK OF NOVA SCOTIA, ROYAL BANK OF CANADA and THE TORONTO-DOMINION BANK, as Co-Documentation Agents, with J.P. MORGAN SECURITIES INC. and MORGAN STANLEY SENIOR FUNDING, INC., as Joint Lead Arrangers and Joint Bookrunners.

AGREEMENT
Agreement • June 8th, 2011 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • Ontario
THIRD SUPPLEMENTAL INDENTURE Dated as of April 13, 2015 Among POSTMEDIA NETWORK INC., as Issuer and POSTMEDIA NETWORK CANADA CORP., as Guarantor and COMPUTERSHARE TRUST COMPANY OF CANADA, as Trustee and COMPUTERSHARE TRUST COMPANY OF CANADA, as...
Third Supplemental Indenture • April 20th, 2015 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • Ontario

Third Supplemental Indenture (this “Supplemental Indenture”), dated as of April 13, 2015, by and among, POSTMEDIA NETWORK INC., a corporation amalgamated under the Canada Business Corporations Act, as issuer (“PNI”), POSTMEDIA NETWORK CANADA CORP., a corporation incorporated under the Canada Business Corporations Act, as guarantor (the “Guarantor”), 1576626 ONTARIO INC. (“1576626”) and 7731558 CANADA INC. (“7731558” and together with 1576626, each a “Guaranteeing Subsidiary”, and collectively, the “Guaranteeing Subsidiaries”) and COMPUTERSHARE TRUST COMPANY OF CANADA, as trustee (the “Trustee”), and COMPUTERSHARE TRUST COMPANY OF CANADA, as collateral agent (the “Collateral Agent”).

ROLE PROFILE AGREEMENT
Role Profile Agreement • June 8th, 2011 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing

The Advisor agrees to act as an advisor to the Chief Executive Officer and the Company to assist in the successful implementation of the Company’s Digital First strategy.

FIRST AMENDMENT
First Amendment • November 23rd, 2012 • Postmedia Network Canada Corp. • Newspapers: publishing or publishing & printing • New York

This FIRST AMENDMENT, dated as of August 8, 2012 (this “Amendment”), to the Revolving Credit Agreement, dated as of July 13, 2010 (as amended, restated, supplemented or otherwise modified prior to the date hereof the “Credit Agreement”), among POSTMEDIA NETWORK INC., a Canada Business Corporations Act corporation (the “Borrower”), POSTMEDIA NETWORK CANADA CORP, a Canada Business Corporations Act corporation (“Holdings”), the subsidiaries of Holdings from time to time party thereto, the lenders from time to time party thereto, and MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent (in such capacity, the “Administrative Agent”), collateral agent, co-syndication agent, joint collateral agent and paying agent, and the other agents party thereto.

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