Blackberry 2015 Annual Report Download - page 53

Table of Contents
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cancellation of all other amounts available to be borrowed under such agreement), the Company or any Guarantor has become
obligated to purchase or repay Indebtedness (including any Specified Senior Indebtedness but excluding the Debentures) before
its regular maturity or before its regularly scheduled dates of payment in an aggregate outstanding principal amount of more
than $50,000,000 (or its equivalent in the relevant currency of payment); and (x) if the Company or any of its subsidiaries fails
to pay final judgments aggregating in excess of an amount greater than $50,000,000 in cash (net of any amounts for which an
insurance company is liable) rendered against the Company or any of its subsidiaries by a court of competent jurisdiction,
which judgments are not paid, discharged or stayed for a period of 30 days after such judgments become final and non-
appealable.
If an Event of Default has occurred and is continuing (other than an Event of Default due to an event of bankruptcy or
insolvency), the Trustee may, in its discretion, and shall, at the written request of Holders of not less than 25% in principal
amount of the Debentures then outstanding, declare the principal of (and premium, if any), together with accrued interest on all
outstanding Debentures to be immediately due and payable. If an Event of Default due to an event of bankruptcy or insolvency
occurs, the principal of (and premium, if any), together with accrued interest on all outstanding Debentures will immediately
become due and payable without any action on the part of the Trustee or any Holders of Debentures. The Holders of more than
66-2/3% of the principal amount of outstanding Debentures may, on behalf of the Holders of all outstanding Debentures, waive
an Event of Default in the manner set forth below under “Modification or Waiver”.
Modification or Waiver
The rights of the Holders may be modified or waived in accordance with the terms of the Indenture. For that purpose, among
others, the Indenture contains certain provisions which will make binding on all Holders resolutions passed at meetings of the
Holders (which may be called by the Company or the Trustee upon not less than 21 days’ notice) by votes cast thereat by
Holders 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.
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 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:
(a) 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;
(b) reimbursement obligations of such person arising from bankers’ acceptance, letters of credit or letters of
guarantee or similar instruments;
(c) 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;
(d) obligations of such person under or in respect of Capital Leases, synthetic leases, Purchase Money Security
Interests or sale and leaseback transactions;
(e) 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