**Exhibit 4.34**

 

**EIGHTH SUPPLEMENTAL INDENTURE**

 

**EIGHTH SUPPLEMENTAL INDENTURE**, dated as of September 1, 2005, among CanWest MediaWorks Inc. (“New CMI”), as defined belowand The Bank of New York, as trustee (the “Trustee”). 

 

WHEREAS, CanWest Media Inc. (“Old CMI”), the guarantors thereunder and the Trustee are parties to that certain indenture, dated as of April 3, 2003 (as amended and supplemented to the date hereof, the“Indenture”); 

 

WHEREAS, Section 8.01 ofthe Indenture permits Old CMI, when authorized by a Board Resolution, and the Trustee to supplement the Indenture without notice to or consent of any Noteholder to comply with Section 5.01 of the Indenture; 

 

WHEREAS, on the date hereof each of Old CMI and the entities listed onExhibit A hereto (the “New CMI Entities”) amalgamated to form New CMI; 

 

WHEREAS, in accordance with Section 5.01 of the Indenture New CMI wishes to assume the obligations of Old CMI and the New CMI Entities, as the case may be, under the Indenture, the Notes and the Guarantees;

 

WHEREAS, the Boards of Directors of Old CMI and New CMI haveauthorized this Eighth Supplemental Indenture; and 

 

WHEREAS,all things necessary to make this Eighth 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 ofHolders of the Notes: 

 

ARTICLE I 

 

ASSUMPTION OF OBLIGATIONS 

 

Section 1.1. New CMI hereby expressly assumes all of theobligations of Old CMI and the New CMI Entities, as the case may be, under the Indenture, the Notes and the Guarantees, as evidenced by this Indenture. 

 

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 EIGHTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED INACCORDANCE 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 ORRELATING TO THIS EIGHTH SUPPLEMENTAL INDENTURE, THE NOTES OR THE GUARANTEES. 

 

Section 2.3. All agreements of New CMI in this Eighth Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Eighth Supplemental Indenture shall bind its successors.

 

Section 2.4. The parties may sign multiplecounterparts of this Eighth 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 Eighth Supplemental Indenture have expressly requested that this EighthSupplemental 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, modificationset 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 remainin full force and effect. 

 

[signature pages follow] 

 

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

 

CANWEST MEDIAWORKS INC.,

By:
    
Name:
 
John Maguire
  
Title:
 
Chief Financial Officer

By:
    
Name:
 
Richard M. Leipsic
  
Title:
 
Vice-President and General Counsel

 

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THE BANK OF NEW YORK,

as Trustee

By:
    
Name:
    
Title:
  
 

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Exhibit A 

 

Global Television Network Inc. 

 

Reach Canada Contact Centre Limited 

 

Global Communications Limited 

 

Global Television Centre Limited 

 

GlobalTelevision Specialty Networks Inc. 

 

CanWest Media Sales Limited 

 

Clarinet Music Inc. 

 

Vancouver Island Newspaper Group Inc. 

 

Port Alberni Times Group Inc. 

 

Nanaimo Daily News Group Inc. 

 

Cool RecordsInc. 

 

Mobile Video Productions Inc. 

 

2846551 Canada Inc. 

 

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