VIDEOTRON LTD. / VIDÉOTRON LTÉE FIFTH SUPPLEMENTAL INDENTURE Dated as of January 5, 2021 Wells Fargo Bank, National Association, Trustee
Exhibit 2.8
VIDEOTRON LTD. / VIDÉOTRON LTÉE
FIFTH SUPPLEMENTAL INDENTURE
Dated as of January 5, 2021
Xxxxx Fargo Bank, National Association,
Trustee
FIFTH SUPPLEMENTAL INDENTURE, dated as of January 5, 2021 (this “Fifth Supplemental Indenture”), by and among Videotron Ltd. / Vidéotron Ltée, a corporation under the laws of the Province of Québec (the “Corporation”), Télédistribution Xxxx Inc., a corporation under the laws of the Province of Québec (the “Additional Subsidiary Guarantor”) and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”), to the Indenture, dated as of March 14, 2012, as supplemented through the date hereof (the “Indenture”), by and among the Corporation, each of the subsidiary guarantors party thereto (collectively referred to as the “Original Subsidiary Guarantors”), and the Trustee.
WHEREAS, the Corporation, the Original Subsidiary Guarantors and the Trustee have entered into the Indenture governing the Corporation’s 5% Senior Notes due July 15, 2022 (the “Notes”);
WHEREAS, Section 4.19 of the Indenture provides that under certain circumstances the Corporation 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, the parties hereto are desirous of further supplementing the Indenture 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 Corporation and the Trustee may amend or supplement the Indenture without the consent of any Holder to add additional guarantees with respect to the Notes;
WHEREAS, this Fifth Supplemental Indenture shall not result in a material modification of the Notes for purposes of the Foreign Account Tax Compliance Act; and
WHEREAS, all things necessary have been done to make this Fifth Supplemental Indenture a valid agreement of the Corporation, the Additional Subsidiary Guarantor and the Trustee, in accordance with its terms.
NOW, THEREFORE, THIS FIFTH SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises contained herein, the parties hereto mutually covenant and agree as follows:
1. Terms used in this Fifth Supplemental Indenture that are not defined herein shall have the meanings set forth in the Indenture.
2. The Additional 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 Fifth 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.
Fifth Supplemental Indenture to VL 2012 Indenture
4. This Fifth 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 Fifth 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 of this Fifth Supplemental Indenture, the terms and conditions of this Fifth Supplemental Indenture shall prevail.
6. If any provision of this Fifth 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 the date this Fifth Supplemental Indenture is executed, the provision required by said Act shall control.
7. This Fifth Supplemental Indenture shall be governed and construed in accordance with the laws of the State of New York.
8. This Fifth Supplemental Indenture may be signed in any number of counterparts with the same 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 Fifth Supplemental Indenture.
9. The recitals contained in this Fifth Supplemental Indenture shall be taken as the statements of the Corporation, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Fifth Supplemental Indenture.
[SIGNATURES ON FOLLOWING PAGES]
Fifth Supplemental Indenture to VL 2012 Indenture
IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed as of the day and year first above written.
CORPORATION:
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VIDÉOTRON LTÉE
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By: |
/s/ Xxxxxxxx Xxxxxxxx |
By : |
/s/ Xxxx-Xxxxxxxx Parent |
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Name: Xxxxxxxx Xxxxxxxx |
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Name: Xxxx-Xxxxxxxx Parent |
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Title: Senior Vice President and Chief Financial Officer |
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Title: Vice President and Treasurer |
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ADDITIONAL SUBSIDIARY GUARANTOR:
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TÉLÉDISTRIBUTION XXXX INC.
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By: |
/s/ Xxxxxxxx Xxxxxxxx |
By: |
/s/ Xxxx-Xxxxxxxx Parent |
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Name: Xxxxxxxx Xxxxxxxx |
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Name: Xxxx-Xxxxxxxx Parent |
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Title: Vice President and Chief Financial Officer |
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Title: Vice President and Treasurer |
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TRUSTEE:
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XXXXX FARGO BANK, NATIONAL ASSOCIATION
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By: |
/s/ Xxxx X. Xxxxxxxx |
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Name: Xxxx X. Xxxxxxxx |
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Title: Vice President |
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Fifth Supplemental Indenture to VL 2012 Indenture
