Blackberry 2015 Annual Report Download - page 51

Table of Contents
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December 12, 2013 between the same parties (the “First Supplemental Indenture”) and a second supplemental indenture dated
as of April 30, 2014 between the same parties (the “Second Supplemental Indenture”, and together with the First Supplemental
Indenture and the Trust Indenture, the “Indenture”). The Debentures are limited in the aggregate principal amount of
$1,250,000,000.
The Debentures have a maturity date of November 13, 2020 (the “Maturity Date”), subject to the prior conversion, redemption
or payment thereof as provided by the Indenture.
Each of the Guarantors has separately guaranteed the payment of principal premium (if any) and interest and other amounts due
under the Debentures, and the performance of all other obligations of the Company under the Indenture (the “Guarantees”).
Other significant subsidiaries of the Company may be required to provide such Guarantees where they satisfy certain financial
tests.
Interest
The Debentures bear interest at a rate of 6% per annum, payable in equal quarterly instalments in arrears on the last day of
February, May, August and November of each year. If an Event of Default (as defined below) has occurred and is continuing,
the Debentures will bear interest at a rate of 10% per annum during the period of the default.
Subordination
The Debentures rank pari passu with one another, in accordance with their tenor without discrimination, preference or priority
and, subject to statutory preferred exceptions, shall rank equally with all other present and future unsubordinated unsecured
Indebtedness (as defined below) of the Company, other than the Specified Senior Indebtedness (as defined below) of the
Company and the Guarantors. No payments shall be made on account of the Debentures during any default of payment when
due of any principal, interest or other amount owing with respect to Specified Senior Indebtedness, unless such Specified
Senior Indebtedness shall first have been paid in full or provided for. The Trustee, on behalf of the holders of Debentures (the
“Holders”), may from time to time enter into subordination agreements with Senior Creditors (as defined below) to reflect the
relative priorities of the Holders and such Senior Creditors.
Conversion Privilege
Each Holder shall have the right at its option to convert each $1,000 principal amount of its Debentures into common shares at
any time prior to the third business day prior to the Maturity Date. Common shares will be issued based on a conversion price
of $10.00 principal amount of Debentures per share (the “Conversion Price”), subject to adjustment in certain circumstances.
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 (as defined in the Indenture) (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.