**Exhibit 2.14**

 

 

**VIDEOTRON LTD. / VIDÉOTRON LTÉE**

 

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**SIXTHSUPPLEMENTAL INDENTURE**

Dated as of September 29, 2010 

 

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Wells Fargo Bank, National Association, 

Trustee 

 

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**SIXTH SUPPLEMENTAL INDENTURE**, dated as of September 29, 2010 (this**“Sixth Supplemental Indenture”**), by and among Videotron Ltd. / Vidéotron Ltée, a company continued under the laws of the Province of Québec (the **“Company”**), 9227-2590 Québec Inc., awholly-owned subsidiary 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”**), tothe Indenture, dated as of September 16, 2005 (as supplemented by the supplemental indenture dated as of April 15, 2008 (the **“First Supplemental Indenture”**), by and among the Company, the person listed as an additionalsubsidiary guarantor on the signature page to the First Supplemental Indenture (the **“First Additional Subsidiary Guarantor”**), and the Trustee, and as further supplemented by 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 to the Second Supplemental Indenture (the **“Second Additional SubsidiaryGuarantor”**), and the Trustee, and as further supplemented by the supplemental indenture dated as of September 23, 2008 (the **“Third Supplemental Indenture”**), by and among the Company, the person listed as an additionalsubsidiary guarantor on the signature page to the Third Supplemental Indenture (the **“Third Additional Subsidiary Guarantor”**), and the Trustee, and as further supplemented by the supplemental indenture dated as of August 17,2009 (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 Additional SubsidiaryGuarantor”**), and the Trustee, and as further supplemented by the supplemental indenture dated as of September 2, 2009 (the **“Fifth Supplemental Indenture”**), by and among the Company, the person listed as an additionalsubsidiary guarantor on the signature page to the Fifth Supplemental Indenture (the **“Fifth Additional Subsidiary Guarantor”**), and the Trustee, the **“Indenture”**), by and among the Company, each person listed as aguarantor 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 the Company’s 6  3/8% Senior Notes due December 15, 2015 (the**“Notes”**); 

WHEREAS, Section 4.19 of the Indenture provides that under certain circumstances theCompany 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 Guarantor provided for such a SubsidiaryGuarantee; 

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 Subsidiary Guarantorprovided for such a Subsidiary Guarantee; 

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

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

WHEREAS, the parties hereto are desirous of further supplementing theIndenture in the manner hereinafter provided for the purpose of providing 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 Sixth Supplemental Indenture a valid agreement of the Company, the Additional Subsidiary Guarantor and the Trustee, in accordance with its terms. 

NOW, THEREFORE, THIS SIXTH SUPPLEMENTAL INDENTURE WITNESSETH: 

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

1. Terms used inthis Sixth 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 Sixth 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 Sixth 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 Sixth 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 Sixth Supplemental Indenture, the terms and conditions of this Sixth Supplemental Indenture shall prevail. 

6. If anyprovision of this Sixth 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 Sixth Supplemental Indenture is executed, the provision required by said Act shall control. 

7. This SixthSupplemental Indenture shall be governed and construed in accordance with the laws of the State of New York. 

8. This Sixth 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 Sixth Supplemental Indenture. 

9. The recitals contained in this Sixth 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 Sixth Supplemental Indenture. 

[SIGNATURES ON FOLLOWING PAGE] 

IN WITNESS WHEREOF, the parties hereto have caused this Sixth 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

Sixth Supplemental Indenture to 2005 Indenture (9227-2590 Québec Inc. Guarantee)