**Exhibit 4.50**

 

**SECOND SUPPLEMENTAL INDENTURE**

 

**SECOND SUPPLEMENTAL INDENTURE**, dated as of August 30, 2005, among CanWest Media Inc. (“CMI”), 4309626 Canada Inc.(“4309626”), National Post Holdings Ltd. (“Post Holdings”), GTNQ Holdings Inc. (“GTNQ Holdings”), and The Bank of New York, as trustee (the “Trustee”). 

 

WHEREAS, CMI, the guarantors thereunder and the Trustee are parties to thatcertain indenture, dated as of November 18, 2004 (as amended and supplemented to the date hereof, the “Indenture”); 

 

WHEREAS, Section 8.01 of the Indenture permits CMI and any Guarantor, when authorized by a Board Resolution of each of them, and the Trustee tosupplement the Indenture without notice to or consent of any Noteholder to add a Guarantor; 

 

WHEREAS, on the date hereof, each of 4309626, Post Holdings and GTNQ Holdings (each, a “New Guarantor”) has guaranteed or otherwise become liable with respect to the indebtedness of CMI under thecredit agreement dated as of November 7, 2000 among CMI, as borrower, CanWest Global Communications Corp., as guarantor, The Bank of Nova Scotia, as administrative agent, and such other Persons (as that term is defined in the Credit Facility)as may from time to time be parties to the Credit Agreement (as amended, the “Credit Facility”); 

 

WHEREAS, each of New Guarantors wishes to provide a Guarantee (as defined in the Indenture) under the Indenture in accordance with Sections 4.14 and 11.04thereunder; 

 

WHEREAS, the Boards of Directors of CMI and eachof 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 otherparties and for the equal and ratable benefit of Holders of the Notes: 

 

ARTICLE I 

 

GUARANTEES 

 

Section 1.1. Each of the New Guarantors hereby expressly assumesthe obligations of a Guarantor under the Indenture, as evidenced by this Supplemental Indenture and its execution of a Guarantee in the form required under the Indenture. 

 

Section 1.2. In accordance with Section 4.14 of the Indenture, the Guarantee of each New Guarantor providedunder Section 1.1 hereunder shall be automatically and unconditionally 

released and discharged, without any further action required on the part of the Trustee or any Holder of Notes, upon: 

 

(1) the unconditional release of such New Guarantor from its liability inrespect of the Indebtedness under the Credit Facility; or 

 

(2)any sale or other disposition (by merger or otherwise) to any Person that is not a Restricted Subsidiary of a controlling interest in, or all or substantially all of the assets of, such New Guarantor; provided that: 

 

(a) such sale or disposition of such controlling interest or assets isotherwise in compliance with the terms of the Indenture; and 

 

(b) such assumption, guarantee or other liability of such New Guarantor has been released by the Holders of the Other Indebtedness so guaranteed. 

 

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 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 2.3. Allagreements of CMI and the New Guarantors in this Second Supplemental Indenture shall bind their respective successors. All agreements of the Trustee in this Second Supplemental Indenture shall bind its successors. 

 

Section 2.4. The parties may sign multiple counterparts of thisSecond 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 Second Supplemental Indenture have expressly requested that this Second Supplemental Indenture and allrelated 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, modifications et autres documents yafférents 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 remain in full force and effect. 

 

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[signature pages follow] 

 

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

 

CANWEST MEDIA INC.

By:
    
Name:
 
John Maguire
  
Title:
 
Chief Financial Officer

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

4309626 CANADA INC.

By:
    
Name:
 
Richard M. Leipsic
  
Title:
 
President

By:
    
Name:
 
Riva J. Richard
  
Title:
 
Secretary

GTNQ HOLDINGS INC.

By:
    
Name:
 
Richard M. Leipsic
  
Title:
 
President

By:
    
Name:
 
Riva J. Richard
  
Title:
 
Secretary

NATIONAL POST HOLDINGS LTD.

By:
    
Name:
 
Richard M. Leipsic
  
Title:
 
President

By:
    
Name:
 
Riva J. Richard
  
Title:
 
Secretary

 

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THE BANK OF NEW YORK,

as Trustee

By:
    
Name:
    
Title:
  
 

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