Blackberry 2014 Annual Report Download - page 65

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of not less than 66-2/3% including waivers for certain events of default, or in the case of Extraordinary Resolutions (as defined
in the Indenture) and waivers of certain defaults in payment or delivery of shares not less than 90%, of the aggregate principal
amount of the Debentures present at the meeting or represented by proxy, provided that a quorum for all meetings of holders of
Debentures will be at least 25% of the principal amount of outstanding Debentures represented in person or by proxy, or rendered
by instruments in writing signed by the holders of not less than 66-2/3%, or in the case of Extraordinary Resolutions not less than
90%, of the aggregate principal amount of the Debentures then outstanding. In addition, without the approval of Holders by
Extraordinary Resolution, the Indenture may not be amended to: (i) alter the manner of calculation of or rate of accrual of interest
on the Debentures or change the time of payment; (ii) make the Debentures convertible into securities other than common shares;
(iii) change the Maturity Date or any instalment of interest on the Debentures; (iv) reduce the principal amount or Change of
Control Repurchase Price with respect to the Debentures; (v) make any change that adversely affects the rights of holders to require
the Company to purchase the Debentures at the option of Holders; (vi) impair the right to institute suit for the enforcement of
payments or the conversion of the Debentures; (vii) change the currency of payment of principal of, or interest on, the Debentures;
(viii) except as contemplated by the Indenture, change the Conversion Price or otherwise adversely affect the Holders’ conversion
rights; (ix) release any of the Guarantors from any of their obligations under a Guarantee provided for in the Indenture, except in
accordance with the Indenture; or (x) change the provisions in the Indenture that relate to modifying or amending the Indenture.
Purchase of Debentures
The Company may at any time and from time to time purchase all or any of the Debentures in the market or by tender or by private
contract, at any price, subject to compliance with applicable securities laws. Debentures so purchased by the Company shall be
submitted to the Trustee for cancellation. If an Event of Default has occurred as is continuing as a result of (i) a default in payment
of any principal amount or any purchase price, or Change of Control Repurchase Price, when the same becomes due and payable,
or (ii) a default in payment of interest on any Debentures when due and payable and the continuance of such default for ten (10)
days, the Company will not have the right to purchase Debentures. In the case of any other Event of Default, purchases of Debentures
other than by private contract would be permitted.
Stock Exchange Listing
The Company has agreed to use its commercially reasonable efforts to list the Debentures on a recognized stock exchange. There
can be no assurance that a listing will be obtained for the Debentures, or if obtained, that a liquid market for the Debentures will
develop.
Defined Terms
In the foregoing summary, the following terms have the meanings set forth below:
“Capital Lease” means, with respect to any Person (as defined in the Indenture), any lease of any property (whether real, personal
or mixed) by such Person as lessee that, in accordance with U.S. GAAP (as in effect on the date of the Trust Indenture), is required
to be classified and accounted for as a capital lease on a balance sheet of such Person;
“Indebtedness” means, with respect to a person, and without duplication:
(d) indebtedness of such person for monies borrowed or raised, including any indebtedness represented by a note,
bond, debenture or other similar instrument of such person;
(e) reimbursement obligations of such person arising from bankers’ acceptance, letters of credit or letters of guarantee
or similar instruments;
(f) indebtedness of such person for the deferred purchase price of property or services, other than for consumable
non-capital goods and services purchased in the ordinary course of business, including arising under any
conditional sale or title retention agreement, but excluding for greater certainty ordinary course accounts payable;
(g) obligations of such person under or in respect of Capital Leases, synthetic leases, Purchase Money Security
Interests or sale and leaseback transactions;
(h) the aggregate amount at which shares in the capital of such person that are redeemable at fixed dates or intervals
or at the option of the holder thereof may be redeemed; and
(i) guarantees or liens granted by such person in respect of Indebtedness of another person;
“Purchase Money Security Interest” means a lien created or incurred by the Company or one of its subsidiaries securing
Indebtedness incurred to finance the acquisition of property (including the cost of installation thereof), provided that (i) such lien
is created substantially simultaneously with the acquisition of such property, (ii) such lien does not at any time encumber any
property other than the property financed by such Indebtedness, (iii) the amount of Indebtedness secured thereby is not increased
subsequent to such acquisition, and (iv) the principal amount of Indebtedness secured by any such lien at no time exceeds 100%
of the original purchase price of such property and the cost of installation thereof, and for the purposes of this definition the term
“acquisition” includes a Capital Lease;
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