**Exhibit 2.21**

 

 

**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 April 15, 2008 (as supplemented by the supplemental indenture dated as of April 28, 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, as further supplemented by the supplemental indenture dated as ofSeptember 23, 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 **“SecondAdditional Subsidiary Guarantor”**), and the Trustee, and as further supplemented by the supplemental indenture dated as of March 5, 2009 (the **“Third Supplemental Indenture”**), by and among the Company, each person listedas a subsidiary guarantor on the signature pages to the Third Supplemental Indenture, and the Trustee, and as further supplemented by the supplemental indenture dated as of August 17, 2009 (the **“Fourth SupplementalIndenture”**), by and among the Company, the person listed as an additional subsidiary guarantor on the signature page to the Fourth Supplemental Indenture (the **“Third Additional Subsidiary Guarantor”**), and the Trustee, andas 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 additional subsidiary guarantor on the signature pageto the Fifth Supplemental Indenture (the **“Fourth Additional Subsidiary Guarantor”**), and the Trustee, the **“Indenture”**), by and among the Company, each person listed as a guarantor on the signature pages to theIndenture (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 9 1/8% Senior Notes due April 15, 2018 (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 Fourth Supplemental Indenture, the Third Additional SubsidiaryGuarantor provided for such a Subsidiary Guarantee; 

WHEREAS, pursuant to the Fifth Supplemental Indenture, the FourthAdditional Subsidiary Guarantor provided for such a Subsidiary Guarantee; 

WHEREAS, the parties hereto are desirous of further supplementing the Indenture in themanner 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 without the consent of any Holder to add additional guarantees with respectto the Notes; and 

WHEREAS, all things necessary have been done to make this Sixth Supplemental Indenture a valid agreement ofthe Company, the Additional Subsidiary Guarantor and the Trustee, in accordance with its terms. 

NOW, THEREFORE, THIS SIXTH SUPPLEMENTALINDENTURE WITNESSETH: 

For and in consideration of the premises contained herein, the parties hereto mutually covenant andagree as follows: 

1. Terms used in this Sixth Supplemental Indenture that are not defined herein shall have the meanings setforth in the Indenture. 

2. The Additional Subsidiary Guarantor hereby agrees to provide an unconditional Subsidiary Guaranteeon 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, and the 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 beeffective 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 assupplemented by this Sixth Supplemental Indenture unless the context otherwise requires. 

5. Except as provided below, in theevent of a conflict between the terms and conditions of the Indenture and the terms and conditions of this Sixth Supplemental Indenture, the terms and conditions of this Sixth Supplemental Indenture shall prevail. 

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

7. This Sixth Supplemental 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 the same effect as if the signatures to eachcounterpart 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 thestatements of the Company, and the Trustee assumes no 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 2008 Indenture (9227-2590 Québec Inc. Guarantee)