**Exhibit 2.6**

 

 

 

**VIDEOTRON LTD. / VIDÉOTRON LTÉE**

 

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**FIFTH SUPPLEMENTAL INDENTURE**

 

Dated as of September 23, 2008

 

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Wells Fargo Bank, National Association

 

Trustee

 

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**FIFTH SUPPLEMENTAL INDENTURE**, dated as of September 23,2008 (this **“Fifth Supplemental Indenture”**),by and among Vidéotron Ltée, a company continued under the laws of the Provinceof Québec (the **“Company”**), 9193-2962 Québec Inc.,a wholly-owned subsidiary of the Company incorporated under the laws of theProvince of Québec (the **“Additional SubsidiaryGuarantor”**) and Wells Fargo Bank, National Association, as trustee(the **“Trustee”**), to the Indenture, dated asof October 8, 2003 (as supplemented by the supplemental indenture dated asof July 12, 2004 (the **“First SupplementalIndenture”**), by and among the Company, each person listed as anadditional subsidiary guarantor on the signature pages to the FirstSupplemental Indenture (collectively referred to as the **“FirstAdditional Subsidiary Guarantors”**), and the Trustee, as furthersupplemented by the supplemental indenture dated as of July 15, 2005 (the **“Second Supplemental Indenture”**), by and among the Company,the person listed as an additional subsidiary guarantor on the signature pages tothe Second Supplemental Indenture (the **“Second AdditionalSubsidiary Guarantor”**), and the Trustee, as further supplemented bythe supplemental indenture dated as of April 15, 2008 (the **“Third Supplemental Indenture”**), by and among the Company,the person listed as an additional subsidiary guarantor on the signature page tothe Third Supplemental Indenture (the **“Third AdditionalSubsidiary Guarantor”**), and the Trustee, and as further supplementedby the supplemental indenture dated as of April 28, 2008 (the **“Fourth Supplemental Indenture”**), by and among the Company,the person listed as an additional subsidiary guarantor on the signature page tothe Fourth Supplemental Indenture (the **“Fourth AdditionalSubsidiary Guarantor”**), and the Trustee, the **“Indenture”**),by and among the Company, each person listed as a guarantor on the signature pages tothe Indenture (collectively referred to as the **“OriginalSubsidiary Guarantors”**) and the Trustee.

 

WHEREAS, the Company, the Original SubsidiaryGuarantors and the Trustee entered into the Indenture governing the Company’s 67/8% Senior Notesdue January 15, 2014 (the **“Notes”**);

 

WHEREAS, Section 4.19 of the Indenture providesthat under certain circumstances the Company shall cause a RestrictedSubsidiary to execute and deliver to the Trustee a supplemental indenture providingfor a Subsidiary Guarantee of the payment of the Notes by such RestrictedSubsidiary;

 

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, pursuant to the Third Supplemental Indenture,the Third Additional Subsidiary Guarantor provided for such a SubsidiaryGuarantee;

 

WHEREAS, pursuant to the Fourth SupplementalIndenture, the Fourth 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

 

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

 

NOW, THEREFORE, THIS FIFTH SUPPLEMENTAL INDENTUREWITNESSETH:

 

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

 

1. Terms used in this Fifth Supplemental Indenturethat are not 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 Fifth Supplemental Indenture shall beconstrued 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 Fifth Supplemental Indenture shall beeffective as of the date hereof.  On andafter the date hereof, each reference in the Indenture to “this Indenture,” “hereunder,”“hereof,” or “herein” shall mean and be a reference to the Indenture assupplemented by this Fifth Supplemental Indenture unless the context otherwiserequires.

 

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

 

6. If any provision of this Fifth 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 Fifth SupplementalIndenture is executed, the provision required by said Act shall control.

 

7. This Fifth Supplemental Indenture shall be governedand construed in accordance with the laws of the State of New York.

 

8. This Fifth Supplemental Indenture may be signed inany number 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 Fifth Supplemental Indenture.

 

9. The recitals contained in this Fifth SupplementalIndenture shall be taken as the statements of the Company, and the Trusteeassumes no responsibility for their correctness. The Trustee makes norepresentations as to the validity or sufficiency of this Fifth SupplementalIndenture.

 

[SIGNATURES ON FOLLOWING PAGE]

 

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IN WITNESS WHEREOF, the parties hereto have causedthis Fifth 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:            |   |
|                                        |   |
| **9193-2962  QUÉBEC INC.**             |   |
|                                        |   |
| By: /s/ Jean-Francois  Pruneau              |   |
|                                        |   |
| Name: Jean-Francois Pruneau                 |   |
| Title:  Authorized Signatory           |   |
|                                        |   |
|                                        |   |
| TRUSTEE:                                    |   |
|                                        |   |
| **WELLS FARGO BANK, NATIONAL  ASSOCIATION** |   |
|                                        |   |
| By: Julie Salovitch-Miller                  |   |
|                                        |   |
| Name: Julie Salovitch-Miller                |   |
| Title: Vice President                       |   |

 

Fifth Supplemental Indenture (9193-2962 Québec Inc. Guarantee)

 

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