**Exhibit 2.11**

 

 

 

**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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**THIRD SUPPLEMENTAL INDENTURE**, dated as of September 23,2008 (this **“Third 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 September 16, 2005 (as supplemented by the supplemental indenture datedas of April 15, 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, and as further supplementedby the supplemental indenture dated as of April 28, 2008 (the **“Second Supplemental Indenture”**), by and among the Company,the person listed as an additional subsidiary guarantor on the signature page tothe Second Supplemental Indenture (the **“Second 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 63/8% Senior Notesdue December 15, 2015 (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 SubsidiaryGuarantee;

 

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 Third Supplemental Indenture a valid agreement of the Company, theAdditional Subsidiary Guarantor and the Trustee, in accordance with its terms.

 

NOW, THEREFORE, THIS THIRD 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 Third 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 Third 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 Third 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 ThirdSupplemental 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 Third Supplemental Indenture, the terms and conditions ofthis Third Supplemental Indenture shall prevail.

 

6. If any provision of this Third 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 date thisThird Supplemental Indenture is executed, the provision required by said Actshall control.

 

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

 

8. This Third 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 Third Supplemental Indenture.

 

9. The recitals contained in this Third 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 Third SupplementalIndenture.

 

[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:            |   |
|                                        |   |
| **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                       |   |

 

Third Supplemental Indenture (9193-2962 Quebec Inc. Guarantee)

 

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