**Exhibit 2.15**

 

 

 

**VIDEOTRON LTD. / VIDÉOTRONLTÉE**

 

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** SUPPLEMENTAL INDENTURE**

 

Dated as of September 23, 2008

 

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Wells Fargo Bank, National Association

 

 

Trustee

 

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**SECOND SUPPLEMENTAL INDENTURE**, dated as of September 23,2008 (this **“Supplemental Indenture”**), by andamong Videotron Ltd. / Vidéotron Ltée, a company continued under the laws ofthe Province of Québec (the **“Company”**),9193-2962 Québec Inc., a wholly-owned subsidiary of the Company incorporatedunder the laws of the Province of Québec (the **“AdditionalSubsidiary Guarantor”**) and Wells Fargo Bank, National Association,as trustee (the **“Trustee”**), to the Indenture,dated as of April 15, 2008 (as supplemented by a supplemental indenturedated as of April 28, 2008 (the **“First SupplementalIndenture”**), by and among the Company, the person listed as anadditional subsidiary guarantor on the signature page to the FirstSupplemental Indenture (the **“First AdditionalSubsidiary Guarantor”**) and the Trustee, as trustee, the **“Indenture”**), by and among the Company, each person listedas a guarantor on the signature pages to the Indenture (collectivelyreferred to as the **“Original SubsidiaryGuarantors”**) and the Trustee.

 

WHEREAS, the Company, the Original SubsidiaryGuarantors and the Trustee entered into the Indenture governing the Company’s 91/8% Senior Notesdue April 15, 2018 (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 indentureproviding for a Subsidiary Guarantee of the payment of the Notes by suchRestricted Subsidiary;

 

WHEREAS, pursuant to the First Supplemental Indenture,the First Additional Subsidiary Guarantor provided for such a Subsidiary 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 Second Supplemental Indenture a valid agreement of the Company, theAdditional Subsidiary Guarantor and the Trustee, in accordance with its terms.

 

NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTUREWITNESSETH:

 

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

 

1. Terms used in this Second 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.

 

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3. This Second 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 Second Supplemental Indenture shall beeffective as of the date hereof. On and after the date hereof, each referencein the Indenture to “this Indenture,” “hereunder,” “hereof,” or “herein” shallmean and be a reference to the Indenture as supplemented by this SecondSupplemental Indenture 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 Second Supplemental Indenture, the terms and conditions ofthis Second Supplemental Indenture shall prevail.

 

6. If any provision of this Second SupplementalIndenture limits, qualifies or conflicts with another provision of theIndenture that is required to be included by the Trust Indenture Act of 1939,as amended (the **“Act”**), as in force at the datethis Second Supplemental Indenture is executed, the provision required by saidAct shall control.

 

7. This Second Supplemental Indenture shall begoverned and construed in accordance with the laws of the State of New York.

 

8. This Second 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 Second Supplemental Indenture.

 

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

 

[SIGNATURES ON FOLLOWING PAGE]

 

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

 
| COMPANY:                                       |   |
|------------------------------------------------|--------|
|                                           |   |
| **VIDEOTRON LTD. /  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                          |   |

 

 

Supplemental Indenture (9193-2962 Québec Inc. Guarantee)

 

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