**Exhibit 2.5**

 

 

 

**VIDÉOTRON LTÉE**

 

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**SUPPLEMENTAL INDENTURE**

 

Dated as of April 15, 2008

 

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Wells Fargo Bank, National Association

 

Trustee

 

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**THIRD SUPPLEMENTAL INDENTURE**, dated as of April 15,2008 (this **“Supplemental Indenture”**), by andamong Vidéotron Ltée, a company continued under the laws of the Province ofQuebec (the **“Company”**), Videotron US Inc., awholly-owned subsidiary of the Company incorporated under the laws of Delaware(the **“Additional Subsidiary Guarantor”**) andWells Fargo Bank, National Association, as trustee (the **“Trustee”**),to the Indenture, dated as of October 8, 2003 (as supplemented by the asupplemental indenture dated as of July 12, 2004 (the **“FirstSupplemental Indenture”**), by and among the Company, each Personlisted as an additional subsidiary guarantor on the signature pages to theFirst Supplemental Indenture (collectively referred to as the **“First Additional Subsidiary Guarantors”**), and the Trustee,and as supplemented by the supplemental indenture dated as of July 15,2005 (the **“Second Supplemental Indenture”**), byand among the Company, the Person listed as an additional subsidiary guarantoron the signature pages to the Second Supplemental Indenture (the **“Second Additional Subsidiary Guarantor”**), and the Trustee,the **“Indenture”**), by and among the Company,each Person listed as a guarantor on the signature pages to the Indenture(collectively referred to as the **“Original SubsidiaryGuarantors”**) and Wells Fargo Bank Minnesota, N.A. (now known as Wells Fargo Bank, National Association).

 

WHEREAS,the Company, the Original Subsidiary Guarantors and the Trustee entered intothe Indenture governing the Company’s 6 7/8% Senior Notesdue January 15, 2014 (the **“Notes”**);

 

WHEREAS,Section 4.19 of the Indenture provides that under certain circumstancesthe Company shall cause a Restricted Subsidiary to execute and deliver to theTrustee a supplemental indenture providing for a Subsidiary Guarantee of thepayment of the Notes by such Restricted Subsidiary;

 

WHEREAS, pursuant to the First Supplemental Indenture,the First Additional Subsidiary Guarantors provided for such SubsidiaryGuarantees;

 

WHEREAS, pursuant to the Second SupplementalIndenture, the Second Additional Subsidiary Guarantor provided for such aSubsidiary Guarantee;

 

WHEREAS, the parties hereto are desirous of furthersupplementing the Indenture in the manner hereinafter provided for the purposeof providing a Subsidiary Guarantee by the Additional Subsidiary Guarantor inaccordance with the terms of the Indenture;

 

WHEREAS, Section 9.01(e) of the Indentureprovides that the Company and the Trustee may amend or supplement the Indenturewithout the consent of any Holder to add additional guarantees with respect tothe Notes; and

 

WHEREAS, all things necessary have been done to makethis Supplemental Indenture a valid agreement of the Company, the AdditionalSubsidiary Guarantor and the Trustee, in accordance with its terms.

 

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTUREWITNESSETH:

 

For and in consideration of the premises containedherein, the parties hereto mutually covenant and agree as follows:

 

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1. Terms used in this Supplemental Indenture that arenot defined herein shall have the meanings set forth in the Indenture.

 

2. The Additional Subsidiary Guarantor hereby agreesto provide an unconditional Subsidiary Guarantee on the terms and subject tothe conditions and limitations set forth in the Indenture, including but notlimited to Article 10 of the Indenture.

 

3. This Supplemental Indenture shall be construed assupplemental to the Indenture and shall form a part thereof, and the Indentureis hereby incorporated by reference herein and, as supplemented, modified andrestated hereby, is hereby ratified, approved and confirmed.

 

4. This Supplemental Indenture shall be effective asof the date hereof. On and after the date hereof, each reference in theIndenture to “this Indenture,” “hereunder,” “hereof,” or “herein” shall meanand be a reference to the Indenture as supplemented by this SupplementalIndenture unless the context otherwise requires.

 

5. Except as provided below, in the event of aconflict between the terms and conditions of the Indenture and the terms andconditions of this Supplemental Indenture, the terms and conditions of thisSupplemental Indenture shall prevail.

 

6. If any provision of this Supplemental Indenturelimits, qualifies or conflicts with another provision of the Indenture that isrequired to be included by the Trust Indenture Act of 1939, as amended (the **“Act”**), as in force at the date this Supplemental Indentureis executed, the provision required by said Act shall control.

 

7. This Supplemental Indenture shall be governed andconstrued in accordance with the laws of the State of New York.

 

8. This Supplemental Indenture may be signed in anynumber of counterparts with the same effect as if the signatures to eachcounterpart were upon a single instrument, and all such counterparts togethershall be deemed an original of this Supplemental Indenture.

 

9. The recitals contained in this Supplemental Indentureshall be taken as the statements of the Company, and the Trustee assumes noresponsibility for their correctness. The Trustee makes no representations asto the validity or sufficiency of this Supplemental Indenture.

 

[SIGNATURES ON FOLLOWING PAGE]

 

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IN WITNESS WHEREOF, the parties hereto have causedthis Third Supplemental Indenture to be duly executed as of the day and yearfirst above written.

 
| COMPANY:                                    |   |
|---------------------------------------------|--------|
|                                        |   |
| **VIDÉOTRON LTÉE**                |   |
|                                        |   |
| By: /s/ Jean-Francois  Pruneau              |   |
|                                        |   |
| Name: Jean-Francois Pruneau                 |   |
| Title: Treasurer                            |   |
|                                        |   |
|                                        |   |
| ADDITIONAL SUBSIDIARY GUARANTOR:            |   |
|                                        |   |
| **VIDEOTRON US INC.**                       |   |
|                                        |   |
| By: /s/ Joan L. Yori                        |   |
|                                        |   |
| Name: Joan L. Yori                          |   |
| Title: Secretary                            |   |
|                                        |   |
|                                        |   |
| TRUSTEE:                                    |   |
|                                        |   |
| **WELLS FARGO BANK, NATIONAL  ASSOCIATION** |   |
|                                        |   |
| By: /s/ Joseph P. O’Donnell            |   |
|                                        |   |
| Name: Joseph P. O’Donnell              |   |
| Title: Vice President                       |   |

 

Third Supplemental Indenture (Videotron US Inc. guarantee)

 

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