Vrio Corp. Class A Common Stock, par value U.S.$0.01 per share Form of Underwriting AgreementUnderwriting Agreement • April 13th, 2018 • Vrio Corp. • Communications services, nec • New York
Vrio Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 29,684,000 shares of Class A common stock, par value U.S.$0.01 per share (the “Class A Common Stock”) of the Company (the “Firm Shares”) and, at the election of the Underwriters, up to 4,452,600 additional shares of Class A Common Stock (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.” The Class A Common Stock and the Class B common stock, par value U.S.$0.01 per share (the “Class B Common Stock”) of the Company are herein collectively called the “Stock.”
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 5th, 2018 • Vrio Corp. • Communications services, nec • Delaware
This REGISTRATION RIGHTS AGREEMENT, dated as of April , 2018 (this “Agreement”), is by and between Vrio Corp., a Delaware corporation ( the “Company”), and AT&T Inc., a Delaware corporation (together with its Subsidiaries other than the Company and its Subsidiaries, “AT&T”).
VRIO FINCO 1 LLC and VRIO FINCO 2 INC., as Issuers, 6.250% NOTES DUE 2023 6.875% NOTES DUE 2028 INDENTURE Dated as of April 5, 2018 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee, Registrar, Paying Agent and Transfer Agent, TMF GROUP NEW...Indenture • April 13th, 2018 • Vrio Corp. • Communications services, nec • New York
INDENTURE, dated as of April 5, 2018, among Vrio Finco 1 LLC (“Vrio Finco 1”), Vrio Finco 2 Inc. (“Vrio Finco 2” and, together with Vrio Finco 1, the “Issuers”), the Guarantors (as defined herein), The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”), registrar, paying agent and transfer agent, and TMF Group New York, LLC, a Delaware limited liability company, as Collateral Agent (as defined below).
Form of Vrio Corp. Indemnity AgreementIndemnification Agreement • April 5th, 2018 • Vrio Corp. • Communications services, nec • Delaware
AGREEMENT, dated as of and effective as of the date provided in Section 8 below, between Vrio Corp., a Delaware corporation (the “Company”), and (the “Indemnitee”).
INTERCREDITOR AGREEMENT RELATING TO CERTAIN DEBT OF SKY SERVIÇOS DE BANDA LARGA LTDA.Intercreditor Agreement • April 13th, 2018 • Vrio Corp. • Communications services, nec
This “Intercreditor Agreement Relating to Certain Debt of Sky Serviços de Banda Larga Ltda.” (“Agreement”) is entered into by and among:
FORM OF TAX MATTERS AGREEMENT BETWEEN Vrio Corp., Vrio Holdco Inc., AT&T Inc. AND The DIRECTV Group, Inc. dated as of [ ]Tax Matters Agreement • April 5th, 2018 • Vrio Corp. • Communications services, nec • Texas
THIS TAX MATTERS AGREEMENT (the “Agreement”) is dated as of [], by and between Vrio Corp., a Delaware corporation (the “Company” and together with its Subsidiaries, the “Company Group”), Vrio Holdco Inc., a Delaware corporation (“Internal Controlled”), AT&T Inc., a Delaware corporation (“AT&T” and together with its Subsidiaries excluding the Company Group, the “AT&T Group”), and The DIRECTV Group, Inc., a Delaware corporation (“Internal Distributing” and, together with the Company, Internal Controlled, and AT&T, the “Parties”, and each, a “Party”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of the Agreement.
SUBORDINATED REVOLVING CREDIT AGREEMENT Dated as of April 11, 2018 among VRIO FINCO 1 LLC, as Borrower and AT&T INC., as LenderSubordinated Revolving Credit Agreement • April 13th, 2018 • Vrio Corp. • Communications services, nec • New York
This SUBORDINATED REVOLVING CREDIT AGREEMENT, dated as of April 11, 2018 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among VRIO FINCO 1 LLC, a Delaware limited liability company, as borrower (the “Borrower”), and AT&T INC., a Delaware corporation, as lender (together with its permitted assigns, the “Lender”).
MASTER FACILITIES AGREEMENT (CONTRATO DE ABERTURA DE CRÉDITO)Master Facilities Agreement • April 13th, 2018 • Vrio Corp. • Communications services, nec
SKY SERVIÇOS DE BANDA LARGA LTDA., a limited liability company with its head office in the City of São Paulo, State of São Paulo, Brazil, at Avenida das Nações Unidas 12.901, 14º andar, sala A, Torre Norte, enrolled with the CNPJ (as defined below) under No. 00.497.373/0001-10, represented pursuant to its articles of association (“Borrower”);
AFFILIATE GUARANTEEAffiliate Guarantee • April 13th, 2018 • Vrio Corp. • Communications services, nec • New York
GUARANTEE (this “Guarantee”), dated as of April 9, 2018, made by each of the signatories hereto (collectively, the “Guarantors”), in favor of the Lenders (as defined below).
FORM OF TRANSITION SERVICES AGREEMENTTransition Services Agreement • April 5th, 2018 • Vrio Corp. • Communications services, nec • Texas
This Transition Services Agreement (this “Agreement”), dated as of [●], 2018, by and between AT&T Services, Inc., a Delaware corporation (“AT&T”) and Vrio Corp., a Delaware corporation (the “Company”) (each, a “Party” and collectively, the “Parties”).
BANK CREDIT NOTE NO. [•] [Non Negotiable]Bank Credit Note • April 13th, 2018 • Vrio Corp. • Communications services, nec
SKY SERVIÇOS DE BANDA LARGA LTDA., a limited liability company with its head office in the City of São Paulo, State of São Paulo, Brazil, at Avenida das Nações Unidas 12.901, 14º andar, sala A, Torre Norte, enrolled with the CNPJ (as defined below) under No. 00.497.373/0001-10, represented pursuant to its articles of association (“Borrower”);
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • April 5th, 2018 • Vrio Corp. • Communications services, nec • Texas
This Agreement (“Agreement”) is entered into the 2nd day of April, 2018 (the “Effective Date”), by and between AT&T Intellectual Property, LLC, a Delaware limited liability company (“Licensor”), and DIRECTV Latin America, LLC, a Delaware corporation (“Licensee”).
FORM OF GLOBAL TRANSACTION AGREEMENT by and among AT&T INC. and VRIO CORP. Dated as of [●], 2018Global Transaction Agreement • April 5th, 2018 • Vrio Corp. • Communications services, nec • Texas
THIS GLOBAL TRANSACTION AGREEMENT, dated as of [●], 2018, is by and between AT&T INC., a Delaware corporation (“AT&T”) and VRIO CORP., a Delaware corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.
