VIDEOTRON LTD. / VIDÉOTRON LTÉE SIXTH SUPPLEMENTAL INDENTURE Dated as of September 29, 2010 Wells Fargo Bank, National Association, Trustee
Exhibit 2.14
VIDEOTRON LTD. / VIDÉOTRON LTÉE
SIXTH SUPPLEMENTAL INDENTURE
Dated as of September 29, 2010
Xxxxx Fargo Bank, National Association,
Trustee
SIXTH SUPPLEMENTAL INDENTURE, dated as of September 29, 2010 (this “Sixth Supplemental Indenture”), by and among Videotron Ltd. / Vidéotron Ltée, a company continued under the laws of the Province of Québec (the “Company”), 9227-2590 Québec Inc., a wholly-owned subsidiary of the Company incorporated 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 September 16, 2005 (as supplemented by the supplemental indenture dated as of April 15, 2008 (the “First Supplemental Indenture”), by and among the Company, the person listed as an additional subsidiary guarantor on the signature page to the First Supplemental Indenture (the “First Additional Subsidiary Guarantor”), and the Trustee, and as further supplemented by the supplemental indenture dated as of April 28, 2008 (the “Second Supplemental Indenture”), by and among the Company, the person listed as an additional subsidiary guarantor on the signature page to the Second Supplemental Indenture (the “Second Additional Subsidiary Guarantor”), and the Trustee, and as further supplemented by the supplemental indenture dated as of September 23, 2008 (the “Third Supplemental Indenture”), by and among the Company, the person listed as an additional subsidiary guarantor on the signature page to the Third Supplemental Indenture (the “Third Additional Subsidiary Guarantor”), and the Trustee, and as further supplemented by the supplemental indenture dated as of August 17, 2009 (the “Fourth Supplemental Indenture”), by and among the Company, the person listed as an additional subsidiary guarantor on the signature page to the Fourth Supplemental Indenture (the “Fourth Additional Subsidiary Guarantor”), and the Trustee, and as further supplemented by the supplemental indenture dated as of September 2, 2009 (the “Fifth Supplemental Indenture”), by and among the Company, the person listed as an additional subsidiary guarantor on the signature page to the Fifth Supplemental Indenture (the “Fifth Additional Subsidiary Guarantor”), and the Trustee, the “Indenture”), by and among the Company, each person listed as a guarantor on the signature pages to the Indenture (collectively referred to as the “Original Subsidiary Guarantors”) and the Trustee.
For and in consideration of the premises contained herein, the parties hereto mutually covenant and agree as follows:
1. Terms used in this Sixth 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 Sixth 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 Sixth 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 Sixth 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 Sixth Supplemental Indenture, the terms and conditions of this Sixth Supplemental Indenture shall prevail.
6. If any provision of this Sixth 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 Sixth Supplemental Indenture is executed, the provision required by said Act shall control.
7. This Sixth Supplemental Indenture shall be governed and construed in accordance with the laws of the State of New York.
8. This Sixth 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 Sixth Supplemental Indenture.
9. The recitals contained in this Sixth 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 Sixth Supplemental Indenture.
[SIGNATURES ON FOLLOWING PAGE]
COMPANY:
VIDÉOTRON LTÉE
By:
/s/ Xxxxx Xxxxxxx |
Name: Xxxxx Xxxxxxx Title: Treasurer |
ADDITIONAL SUBSIDIARY GUARANTOR:
9227-2590 QUÉBEC INC.
By:
/s/ Xxxxx Xxxxxxx |
Name: Xxxxx Xxxxxxx Title: Treasurer |
TRUSTEE:
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By:
/s/ Xxxxxxx Xxxxx Xxxxx |
Name: Xxxxxxx Xxxxx Xxxxx Title: Vice President |
Sixth Supplemental Indenture to 2005 Indenture (9227-2590 Québec Inc. Guarantee)