Exhibit 99.3
Dated as of October 1, 2018
BELL CANADA
and
BCE INC.
and
COMPUTERSHARE TRUST COMPANY OF CANADA/
SOCIÉTÉ DE FIDUCIE COMPUTERSHARE DU CANADA
Trustee
NINTH SUPPLEMENTAL
TRUST INDENTURE
THIS NINTH SUPPLEMENTAL TRUST INDENTURE made as of October 1, 2018
BETWEEN | BELL CANADA, a corporation incorporated under the laws of Canada, herein called the"Corporation" – and – BCE INC., a corporation incorporated under the laws of Canada, herein called the"Guarantor" – and – COMPUTERSHARE TRUST COMPANY OF CANADA/ SOCIÉTÉ DE FIDUCIE COMPUTERSHARE DU CANADA, a corporation governed by theTrust and Loan Companies Act(Canada), herein called“Trustee” |
WHEREASthe Corporation currently has subordinated debentures, Series 1 and Series 2 issued and outstanding pursuant to a trust indenture between Bell Canada and the Trustee dated as of April 17, 1996, as from time to time supplemented, modified or changed (the“Original Trust Indenture”);
AND WHEREASby a Sixth Supplemental Indenture to the Original Trust Indenture dated February 1, 2007, the Guarantor provided a guarantee of Bell Canada’s payment obligations under the Original Trust Indenture;
AND WHEREASeffective October 1, 2018, Bell Canada amalgamated with its wholly-owned subsidiary BCE Elix Inc. pursuant to the provisions of theCanada Business Corporations Act, with the result that the Corporation, as the amalgamated entity, became Bell Canada’s successor;
AND WHEREASpursuant to the provisions of the Original Trust Indenture and, in particular, of sections 8.01 and 10.01(d) thereof, it is desirable that the Corporation enter into and execute this Ninth Supplemental Trust Indenture in favour of the Trustee to confirm the covenants and obligations of the Corporation.
NOW THEREFORE THIS INDENTURE WITNESSETHand it is hereby agreed and declared as follows:
ARTICLE ONE
Interpretation
SECTION 1.01.Part of Original Trust Indenture.The Original Trust Indenture is a part of this Ninth Supplemental Trust Indenture and by this reference is incorporated herein with the same effect as though at length set forth herein; and in this Ninth Supplemental Trust
Indenture, unless there is something in the subject or context inconsistent therewith, the expressions herein contained shall have the same meaning as corresponding expression in the Original Trust Indenture. All the provisions of the Original Trust Indenture, except only so far as the same may be inconsistent with the express provisions of this Ninth Supplemental Trust Indenture, shall apply to and have effect in connection with this Ninth Supplemental Trust Indenture.
ARTICLE TWO
Covenants of the Corporation
SECTION 2.01.Confirmation of Covenants.The Corporation hereby expressly covenants:
| (1) To pay punctually when due the principal moneys, premium, if any, interest and other moneys payable under the Original Trust Indenture; (2) To perform and observe punctually all the obligations of Bell Canada under the Original Trust Indenture and under and in respect of all outstanding Debentures; and (3) To observe and perform each and every covenant, stipulation, promise, undertaking, condition and agreement of Bell Canada contained in the Original Trust Indenture as fully and completely as if it had itself executed the Original Trust Indenture as Party of the First Part to the Original Trust Indenture and had expressly agreed therein to observe and perform the same. |
ARTICLE THREE
Guarantee
SECTION 3.01.Confirmation of Guarantee.The Guarantor agrees that the Guarantee provided by the Guarantor pursuant to the Sixth Supplemental Indenture to the Original Trust Indenture:
| (1) Remains enforceable against it in accordance with its terms; and (2) Continues to guarantee the full and timely payment when due, whether at stated maturity, by required payment, acceleration, declaration, demand or otherwise of all of the Guaranteed Obligations. |
ARTICLE FOUR
Execution
SECTION 4.01.Counterparts and Formal Date.This Ninth Supplemental Trust Indenture may be executed in several counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear date as of October 1, 2018.
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IN WITNESS WHEREOF the parties hereto have declared that they have required that these presents be in the English language and have executed these presents under the hands of their proper officers in that behalf.
BELL CANADA |
By: | (Signed) Curtis Millen |
| Curtis Millen Senior Vice-President, Corporate Strategy and Treasurer |
BCE INC. |
By: | (Signed) Curtis Millen |
| Curtis Millen Senior Vice-President, Corporate Strategy and Treasurer |
COMPUTERSHARE TRUST COMPANY OF CANADA / SOCIÉTÉ DE FIDUCIE COMPUTERSHARE DU CANADA |
By: | (Signed) Nathalie Gagnon |
| Nathalie Gagnon Corporate Trust Officer |
By: | (Signed) Ana Kamami |
| Ana Kamami Associate Trust Officer |
[Signature page – Ninth Supplemental Trust Indenture]