EXHIBIT 4.4
FIRST SUPPLEMENTAL INDENTURE
DATED AS OF JULY 12, 2004
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6 7/8% SENIOR NOTES DUE JANUARY 15, 2014
FIRST SUPPLEMENTAL INDENTURE, dated as of July 12, 2004 (this "SUPPLEMENTAL
INDENTURE"), by and among VIDEOTRON LTEE, a company continued under the laws of
the Province of Quebec (the "COMPANY"), SUPERCLUB VIDEOTRON CANADA INC., a
wholly owned subsidiary of the Company ("SVCI"), SUPERCLUB PROPERTIES INC., a
wholly owned subsidiary of the Company (together with SVCI, the "ADDITIONAL
SUBSIDIARY GUARANTORS"), and XXXXX FARGO BANK, NATIONAL ASSOCIATION (formerly
named Xxxxx Fargo Bank Minnesota, N.A.), as trustee (the "TRUSTEE"), to the
Indenture, dated as of October 8, 2003 (the "INDENTURE"), by and among the
Company, each Person listed on the signature pages to the Indenture,
collectively hereinafter 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 6 7/8% Senior Notes due
January 15, 2014 (the "NOTES"); and
WHEREAS, Section 4.19 of the Indenture provides that under certain
circumstances the Company 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; and
WHEREAS, the parties hereto are desirous of supplementing the Indenture in
the manner hereinafter provided for the purpose of providing Subsidiary
Guarantees by the Additional Subsidiary Guarantors in accordance with the terms
of the Indenture; and
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 respect to the Notes; and
WHEREAS, all things necessary have been done to make this Supplemental
Indenture a valid agreement of the Company, each Additional Subsidiary Guarantor
and the Trustee, in accordance with its terms.
NOW, THEREFORE, THIS 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 Supplemental Indenture that are not defined herein
shall have the meanings set forth in the Indenture.
2. Each 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 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 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 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
Supplemental Indenture, the terms and conditions of this Supplemental
Indenture shall prevail.
6. If any provision of this 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 Supplemental Indenture is executed, the
provision required by said Act shall control.
7. This Supplemental Indenture shall be governed and construed in
accordance with the laws of the State of New York.
8. This 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 Supplemental Indenture.
9. The recitals contained in this Supplemental Indenture shall be taken as
the statements 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 Supplemental Indenture.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the day and year first above written.
COMPANY:
VIDEOTRON LTEE
By: /s/ XXXXXXX XXXXXXXX
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Name: Xxxxxxx Xxxxxxxx
Title: Executive Vice President and
Chief Financial Officer
ADDITIONAL SUBSIDIARY GUARANTORS:
SUPERCLUB VIDEOTRON CANADA INC.
By: /s/ XXXXXXX XXXX
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Name: Xxxxxxx Xxxx
Title: President
SUPERCLUB PROPERTIES INC.
By: /s/ XXXXXXX XXXX
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Name: Xxxxxxx Xxxx
Title: President
TRUSTEE:
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By: /s/ XXXXXX X. X'XXXXXXX
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Name: Xxxxxx X. X'Xxxxxxx
Title: Assistant Vice President
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