**Exhibit 2.10**

 

 

 

**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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**FIRST 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 September 16, 2005 (the **“Indenture”**),by and among the Company, each Person listed on the signature pages to theIndenture (collectively referred to as the **“Original Subsidiary Guarantors”**)and the Trustee.

 

WHEREAS, the Company, the Original SubsidiaryGuarantors and the Trustee entered into the Indenture governing the Company’s 63/8% Senior Notesdue December 15, 2015 (the **“Notes”**);

 

WHEREAS, Section 4.19 of the Indenture provides thatunder certain circumstances the Company shall cause a Restricted Subsidiary toexecute and deliver to the Trustee a supplemental indenture providing for aSubsidiary Guarantee of the payment of the Notes by such Restricted Subsidiary;

 

WHEREAS, the parties hereto are desirous ofsupplementing 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:

 

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,” 

 

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or “herein” shall mean and be a reference to theIndenture as supplemented by this Supplemental Indenture unless the contextotherwise 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 Indenture isexecuted, 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 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 SupplementalIndenture.

 

[SIGNATURES ON FOLLOWING PAGE]

 

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IN WITNESS WHEREOF, the parties hereto have causedthis Supplemental Indenture to be duly executed as of the day and year firstabove 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                       |   |

 

First Supplemental Indenture (Videotron US Inc. guarantee)

 

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