EX-2.36 7 tm212797d1_ex2-36.htm EXHIBIT 2.36

 

Exhibit 2.36

 

 

VIDEOTRON LTD. / VIDÉOTRON LTÉE

 

 


SECOND SUPPLEMENTAL INDENTURE

 

Dated as of January 5, 2021

 

 

 

Wells Fargo Bank, National Association,

 

Trustee

 

 

 

 
 
 

SECOND SUPPLEMENTAL INDENTURE, dated as of January 5, 2021 (this “Second Supplemental Indenture”), by and among Videotron Ltd. / Vidéotron Ltée, a corporation under the laws of the Province of Québec (the “Corporation”), Télédistribution Amos Inc., a corporation under the laws of the Province of Québec (the “Additional Subsidiary Guarantor”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), to the Indenture, dated as of April 13, 2017, 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 5⅛% Senior Notes due April 15, 2027 (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 Second 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 Second Supplemental Indenture a valid agreement of the Corporation, the Additional Subsidiary Guarantor and the Trustee, in accordance with its terms.

 

NOW, THEREFORE, THIS SECOND 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 Second 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 Second 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.

 

Second Supplemental Indenture to VL 2017 Indenture

 

 
 

4. This Second 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 Second 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 Second Supplemental Indenture, the terms and conditions of this Second Supplemental Indenture shall prevail.

 

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

 

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

 

8. This Second 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 Second Supplemental Indenture.

 

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

 

[SIGNATURES ON FOLLOWING PAGES]

 

Second Supplemental Indenture to VL 2017 Indenture

 

 
 

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year first above written.

 

CORPORATION:

 

VIDÉOTRON LTÉE 

 

 

 

By:

/s/ Philippe Cloutier

By:

/s/ Jean-François Parent

 

Name: Philippe Cloutier

 

Name: Jean-François Parent

 

Title: Senior Vice President and Chief Financial Officer

 

Title: Vice President and Treasurer

 

 

 

 

ADDITIONAL SUBSIDIARY GUARANTOR:

 

TÉLÉDISTRIBUTION AMOS INC. 

 

 

 

By:

/s/ Philippe Cloutier

By:

/s/ Jean-François Parent

 

Name: Philippe Cloutier

 

Name: Jean-François Parent

 

Title: Vice President and Chief Financial Officer

 

Title: Vice President and Treasurer

 

 

 

 

TRUSTEE:

 

WELLS FARGO BANK, NATIONAL ASSOCIATION 

 

 

 

By:

/s/ Tina D. Gonzalez

 

 

 

Name: Tina D. Gonzalez

 

 

 

Title: Vice President

 

 

 

 

 

 

 

Second Supplemental Indenture to VL 2017 Indenture