Cascades Inc. 404, boul. Marie-Victorin, Kingsey Falls (Québec) Canada JOA 1B0 Téléphone: (819) 363-5100 Télécopieur: (819) 363-5155 www.cascades.com • info@cascades.com
Exhibit No. 2.2
Cascades Inc. 000, xxxx. Xxxxx-Xxxxxxxx, Xxxxxxx Xxxxx (Xxxxxx) Xxxxxx JOA 1B0 Téléphone: (000) 000-0000 Télécopieur: (000) 000-0000 xxx.xxxxxxxx.xxx • xxxx@xxxxxxxx.xxx |
May 3, 2010
Boralex Power Income Fund
000 Xxxxxxxxxx Xx. Xxxx, Xxxxx 000
Xxxxxxxx, Xxx xxx, X0X 0X0
000 Xxxxxxxxxx Xx. Xxxx, Xxxxx 000
Xxxxxxxx, Xxx xxx, X0X 0X0
Dear Sirs/Madams:
Cascades Inc. (the “Holder”) understands that Boralex Power Income Fund (the “Fund”) and Boralex
Inc. (“Boralex”) wish to enter into a support agreement dated as of the date hereof (the “Support
Agreement”) pursuant to which Boralex, directly or through a wholly-owned direct or indirect
subsidiary, will make an offer by way of takeover bid (the “Offer”) to purchase all of the issued
and outstanding trust units in the capital of the Fund for $5.00 principal amount of Convertible
Debentures (as defined in the Support Agreement) per trust unit, all on and subject to the terms
and conditions of the Support Agreement.
The Holder, being the beneficial owner of 12,853,799 Class A shares in the share capital of
Boralex (the “Holder Shares”) and having the sole right to vote such Holder Securities, hereby
irrevocably undertakes:
(a) | to deliver or to cause to be delivered to the Fund (or as directed by the Fund) any written evidence required by the Toronto Stock Exchange (the “TSX”) to the effect that the Holder is the beneficial owner of the Holder Shares, is familiar with the terms of the Offer and is in favour of the issuance of Convertible Debentures and any issuance of Class A shares upon conversion of Convertible Debentures in connection with the Offer; and | ||
(b) | should TSX require Boralex to hold any shareholder meeting for that purpose, to vote or to cause to be voted the Holder Securities, and any other securities directly or indirectly acquired by or issued to the Holder after the date hereof in favour of the resolution authorizing and approving the issuance of Convertible Debentures and any issuance of Class A shares upon conversion of Convertible Debentures in connection with the Offer, and any other matter necessary for the completion of the Offer. |
This letter agreement shall be governed by the laws of the Province of Quebec and the federal laws
of Canada applicable therein.
If the foregoing is in accordance with the Fund’s understanding and is agreed to by the Fund,
please signify the Fund’s acceptance by executing this letter where indicated below and returning
the same to the Holder, upon which this letter as so accepted shall constitute an agreement between
the Holder and the Fund.
Yours truly, CASCADES INC. |
||||
Per: | /s/ Xxxxxx X. Xxxx | |||
Name: | Xxxxxx X. Xxxx | |||
Title: | Vice-President, Legal Affairs | |||
Accepted and agreed on this ___ day of May, 2010.
BORALEX POWER INCOME FUND,
acting by its trustee, represented by
BORALEX POWER TRUST, acting by two
of its trustees
acting by its trustee, represented by
BORALEX POWER TRUST, acting by two
of its trustees
Per: |
||||
Chairman of the Board | ||||
Per: |
||||
Chair of the Special Committee |