Blackberry 2014 Annual Report Download - page 63

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$10.00 principal amount of Debentures per share (the “Conversion Price”), subject to adjustment in the event that the Company:
(i) pays a dividend or distribution on all or substantially all of its outstanding common shares; (ii) subdivides its outstanding
common shares into a greater number of shares or combines its outstanding common shares into a smaller number of shares;
(iii) fixes a record date for the issue of rights, options or warrants to all or substantially all holders of its outstanding common
shares; (iv) pays a dividend or other distribution to all or substantially all holders of its common shares consisting of evidences
of indebtedness or other assets of the Company, including securities; (v) distributes to all holders of its common shares a payment
exclusively of cash (other than ordinary course dividends or payments on liquidation, dissolution or winding-up of the Company);
(vi) issues common shares or securities convertible into such shares pursuant to certain non-public offerings for consideration less
than 95% of the then-current market price of the common shares; or (vii) takes any action affecting the common shares that would
materially affect the conversion rights of Holders. Adjustments shall also result from (i) any rights or warrants that may be issued
or distributed pursuant to any shareholder rights plan; or (ii) the expiry of any issuer bid made by the Company or any of its
subsidiaries whereby consideration in excess of the then-current closing price per common share is paid to tendering shareholders.
Redemption Right
The Debentures will not be redeemable prior to November 13, 2016. On or after November 13, 2016, but prior to November 13,
2017, the Debentures will be redeemable at the Company’s sole option, on not more than 60 days’ and not less than 40 days’ prior
written notice, in whole or in part, at a price equal to 104% of the principal amount thereof, plus accrued and unpaid interest. The
percentage of principal amount at which the Debentures may be redeemed will decrease by 1% for each successive one year period
thereafter to the Maturity Date.
Change of Control
If a change of control of the Company occurs involving: (i) the acquisition by any person or groups of persons acting jointly or
in concert, directly or indirectly, in a single transaction or a series of related transactions, of voting control or direction over more
than 35% of the then-outstanding common shares; (ii) the acquisition by any person (other than the Company or any of the
Guarantors) or one or more members of a group of persons acting jointly or in concert (other than a group consisting solely of
two or more of the Company and any of the Guarantors), directly or indirectly, in a single transaction or a series of related
transactions, of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole; or (iii) the completion
of a merger, amalgamation, arrangement or similar transaction which results in holders of the Company’s common shares
immediately prior to the completion of the transaction holding less than 50% of the then outstanding common shares of the resulting
entity after the completion of the transaction (a “Change of Control”), the Company is required to make an offer (a “Repayment
Offer”) to purchase all or, at the option of the Holders, a portion (in integral multiples of $1,000) of the principal amount of the
Debentures held by such Holders, at a price equal to 115% of the principal amount thereof plus accrued and unpaid interest, if
any, to but excluding the Change of Control Repurchase Date (the “Change of Control Repurchase Price”). The Company is not
required to make that Repayment Offer to Fairfax or its affiliates, or any of their joint actors, if they caused such a Change of
Control. Any Debentures so repurchased will be cancelled and may not be reissued or resold.
Certain Covenants
The Company is bound by certain covenants under the Indenture. Positive covenants include: (i) payment of the Trustee’s
remuneration; (ii) maintenance of corporate existence and books of account; and (iii) payment of principal, premium (if any) and
interest on the Debentures when due and payable. Reporting covenants will include: (i) provision of an annual compliance certificate
regarding compliance with the terms of the Indenture and confirming that no Events of Default have occurred under the Indenture;
(ii) provision of notice of an Event of Default or any event which, with the passing of time or giving of notice, would constitute
an Event of Default; and (iii) provision of public disclosure documents to the Trustee or Holders in certain circumstances. Subject
to customary exceptions, negative covenants include: (i) no liens on assets of the Company or its Subsidiaries, except Permitted
Liens (as defined in the Indenture, which include customary liens arising by operation of law, liens securing Specified Senior
Indebtedness, Purchase Money Security Interests (as defined below) securing permitted Indebtedness, liens on real property
incurred in connection with a sale and leaseback of permitted Indebtedness, and any other lien not prohibited by the Company’s
existing asset-backed lending facility, subject to compliance with restrictions on incurring Indebtedness); (ii) a limitation on
amalgamations and mergers except in compliance with customary successor entity provisions; and (iii) a limitation on dividends,
dividend increases and speculative hedging transactions.
The Company and its subsidiaries are restricted, without consent of Holders of 66-2/3% of the outstanding Debentures, from
incurring any indebtedness or permitting any indebtedness to be outstanding, other than:
(a) the Debentures and the Guarantees;
(b) Specified Senior Indebtedness in an aggregate principal amount at any one time outstanding not to exceed
$550,000,000;
(c) Indebtedness in an aggregate principal amount at any one time outstanding not to exceed $450,000,000,
comprised of:
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