**Exhibit 2.7**

 

 

**VIDEOTRON LTD. / VIDÉOTRON LTÉE**

 

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**EIGHTHSUPPLEMENTAL INDENTURE**

Dated as of September 29, 2010 

 

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Wells Fargo Bank, National Association, 

Trustee 

 

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**EIGHTH SUPPLEMENTAL INDENTURE**, dated as of September 29, 2010 (this**“Eighth Supplemental Indenture”**), by and among Vidéotron Ltée, a company continued under the laws of the Province of Québec (the **“Company”**), 9227-2590 Québec Inc., a wholly-ownedsubsidiary of the Company incorporated under the laws of the Province of Québec (the **“Additional Subsidiary Guarantor”**) and Wells Fargo Bank, National Association, as trustee (the **“Trustee”**), to theIndenture, dated as of October 8, 2003 (as supplemented by the supplemental indenture dated as of July 12, 2004 (the **“First Supplemental Indenture”**), by and among the Company, each person listed as an additional subsidiaryguarantor on the signature pages to the First Supplemental Indenture (collectively referred to as the **“First Additional Subsidiary Guarantors”**), and the Trustee, as further supplemented by the supplemental indenture dated as ofJuly 15, 2005 (the **“Second Supplemental Indenture”**), by and among the Company, the person listed as an additional subsidiary guarantor on the signature pages to the Second Supplemental Indenture (the **“Second AdditionalSubsidiary Guarantor”**), and the Trustee, as further supplemented by the supplemental indenture dated as of April 15, 2008 (the **“Third Supplemental Indenture”**), by and among the Company, the person listed as anadditional subsidiary guarantor on the signature page to the Third Supplemental Indenture (the **“Third Additional Subsidiary Guarantor”**), and the Trustee, as further supplemented by the supplemental indenture dated as ofApril 28, 2008 (the **“Fourth Supplemental Indenture”**), by and among the Company, the person listed as an additional subsidiary guarantor on the signature page to the Fourth Supplemental Indenture (the **“Fourth AdditionalSubsidiary Guarantor”**), and the Trustee, and as further supplemented by the supplemental indenture dated as of September 23, 2008 (the **“Fifth Supplemental Indenture”**), by and among the Company, the person listed as anadditional subsidiary guarantor on the signature page to the Fifth Supplemental Indenture (the **“Fifth Additional Subsidiary Guarantor”**), and the Trustee, and as further supplemented by the supplemental indenture dated as ofAugust 17, 2009 (the **“Sixth Supplemental Indenture”**), by and among the Company, the person listed as an additional subsidiary guarantor on the signature page to the Sixth Supplemental Indenture (the **“Sixth AdditionalSubsidiary Guarantor”**), and the Trustee, and as further supplemented by the supplemental indenture dated as of September 2, 2009 (the **“Seventh Supplemental Indenture”**), by and among the Company, the person listed as anadditional subsidiary guarantor on the signature page to the Seventh Supplemental Indenture (the **“Seventh Additional Subsidiary Guarantor”**), and the Trustee, the **“Indenture”**), by and among the Company, each personlisted as a guarantor on the signature pages to the Indenture (collectively referred to as the **“Original Subsidiary Guarantors”**) and the Trustee. 

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

WHEREAS, Section 4.19 of the Indenture provides that undercertain circumstances the Company shall cause a Restricted Subsidiary to execute and deliver to the Trustee a supplemental indenture providing for a Subsidiary Guarantee of the payment 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 Supplemental Indenture, the Second Additional Subsidiary Guarantor provided forsuch a Subsidiary Guarantee; 

WHEREAS, pursuant to the Third Supplemental Indenture, the Third Additional SubsidiaryGuarantor provided for such a Subsidiary Guarantee; 

WHEREAS, pursuant to the Fourth Supplemental Indenture, the FourthAdditional Subsidiary Guarantor provided for such a Subsidiary Guarantee; 

WHEREAS, pursuant to the Fifth SupplementalIndenture, the Fifth Additional Subsidiary Guarantor provided for such a Subsidiary Guarantee; 

WHEREAS, pursuant to the SixthSupplemental Indenture, the Sixth Additional Subsidiary Guarantor provided for such a Subsidiary Guarantee; 

WHEREAS, pursuantto the Seventh Supplemental Indenture, the Seventh Additional Subsidiary Guarantor provided for such a Subsidiary Guarantee; 

WHEREAS, the parties hereto are desirous of further supplementing the Indenture in the manner hereinafter provided for the purpose ofproviding a Subsidiary Guarantee by the Additional Subsidiary Guarantor in accordance with the terms of the Indenture; 

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

WHEREAS, all things necessary have beendone to make this Eighth Supplemental Indenture a valid agreement of the Company, the Additional Subsidiary Guarantor and the Trustee, in accordance with its terms. 

NOW, THEREFORE, THIS EIGHTH SUPPLEMENTAL INDENTURE WITNESSETH: 

For and inconsideration of the premises contained herein, the parties hereto mutually covenant and agree as follows: 

1. Terms used inthis Eighth Supplemental Indenture that are not defined herein shall have the meanings set forth in the Indenture. 

2. TheAdditional Subsidiary Guarantor hereby agrees to provide an unconditional Subsidiary Guarantee on the terms and subject to the conditions and limitations set forth in the Indenture, including but not limited to Article 10 of the Indenture.

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

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

5. Except as provided below, in the event of a conflict between the terms and conditions of the Indenture and the terms and conditions ofthis Eighth Supplemental Indenture, the terms and conditions of this Eighth Supplemental Indenture shall prevail. 

6. If anyprovision of this Eighth Supplemental Indenture limits, qualifies or conflicts with another provision of the Indenture that is required to be included by the Trust Indenture Act of 1939, as amended (the **“Act”**), as in force at thedate this Eighth Supplemental Indenture is executed, the provision required by said Act shall control. 

7. This Eighth Supplemental Indenture shall be governed and construed in accordance with thelaws of the State of New York. 

8. This Eighth Supplemental Indenture may be signed in any number of counterparts with thesame effect as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Eighth Supplemental Indenture. 

9. The recitals contained in this Eighth Supplemental Indenture shall be taken as the statements of the Company, and the Trustee assumesno responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Eighth Supplemental Indenture. 

[SIGNATURES ON FOLLOWING PAGE] 

IN WITNESS WHEREOF, the parties hereto have caused this Eighth Supplemental Indenture to beduly executed as of the day and year first above written. 

COMPANY: 

**VIDÉOTRON LTÉE**

By: 

/s/ Chloé Poirier

Name: Chloé Poirier

Title: Treasurer

ADDITIONAL SUBSIDIARY GUARANTOR: 

**9227-2590QUÉBEC INC.**

By: 

/s/ Chloé Poirier

Name: Chloé Poirier

Title: Treasurer

TRUSTEE:

**WELLS FARGO BANK, NATIONAL ASSOCIATION**

By: 

/s/ Raymond Delli Colli

Name: Raymond Delli Colli

Title: Vice President

Eighth Supplemental Indenture (9227-2590 Québec Inc. Guarantee)