Public ownership of ferry terminals

Public ownership of ferry terminals…it’s true but they have mortgaged the 60 year lease, the service contract and the ships.

terminal           

“Collateral” means all of the property and assets of BC Ferries and any Designated
Subsidiaries and all proceeds thereof, and any reference to “Collateral” shall be deemed to be a reference to “Collateral or any part thereof” except where otherwise specifically provided.


terminal

 

From SERIES 04-2 BONDS - SECOND SUPPLEMENTAL INDENTURE
(3_BondSeries04-2_secsup.pdf):

2.1 Creation and Designation
BC Ferries hereby creates a Series of Bonds pursuant to the Indenture and this Second
Supplemental Indenture, designated as the “25% Senior Secured Bonds, Series 04-2”, herein called the “Series 04-2 Bonds”. The aggregate principal amount of Series 04-2 Bonds that may be issued is limited to $710,000,000.

2.5 Payable on Demand
The Series 04-2 Bonds will become due and payable, together with all accrued interest and unpaid interest thereon, on demand therefore pursuant to and in accordance with the terms and conditions of the Indenture and the Pledge.

2.6 Interest
The Series 04-2 Bonds shall bear interest, payable in Canadian currency, on the outstanding principal amount thereof from and including May 27, 2004 at the rate of 25% per annum to but excluding the day on which all principal in respect of the Series 04-2 Bonds shall have been paid in full, and in the case of default, with interest on overdue interest at the same rate in like money, both before and after judgment. Interest shall be payable at the same time as principal is due on the Series 04-2 Bonds.

2.7 Pledged Bonds
The Series 04-2 Bonds are Pledged Bonds.

6.1 Right of Province to Purchase Bonds
The Province shall have the right at any time to purchase all, but not less than all, of the
Series 04-2 Bonds at the Purchase Price, in the manner and upon the terms and conditions set forth in Section 3.25 of the Indenture.

 

Schedule B 6.1 The Bond shall be transferable only in accordance with the provisions of the Indenture and the Second Supplemental Indenture. The Bond shall not be transferable or negotiable except to an assignee of all of the Obligations secured by such Bond or to an assignee or successor of Agent and only in conjunction with an assignment of this Pledge or the entering into by the assignee of a Pledge complying with Section 2.9 of the Indenture. No transfer of the Bond shall be valid unless made on the register kept by and at the principal office of the Trustee in Vancouver pursuant to the provisions of the Indenture.

From 1_Credit_Agreement.pdf

“Collateral” means all of the property and assets of BC Ferries and any Designated
Subsidiaries and all proceeds thereof, and any reference to “Collateral” shall be deemed to be a reference to “Collateral or any part thereof” except where otherwise specifically provided.

“Security” means the Pledged Bond and the Bond Delivery Agreement.

“Pledged Bond” means the Cdn.$710,000,000 Series 04-2 Bond of the Borrower issued and certified under the Trust Indenture and substantially in the form of the Bond attached as Schedule A to the Second Supplemental Indenture which is attached hereto as Schedule 6, which Bond is secured by the Collateral and shall rank pari passu with all other Bonds issued under the Trust Indenture.

 

From BondSeries04-4_FinalProspectus.pdf - pg 5:

Security and Ranking: The Series 04-4 Bonds will be direct obligations of BC Ferries generally ranking pari passu [i.e. at an equal rate or in an otherwise fair way, with no one person or group taking precedence over another] with all other indebtedness issued under the Indenture, secured principally by: (i) a first mortgage and charge on each vessel owned by BC Ferries or any Designated Subsidiary; (ii) an unregistered first mortgage and charge on the leasehold or ownership interests of BC Ferries or any Designated Subsidiary in all terminals; (iii) a security interest over all present and future personal property of BC Ferries and each Designated Subsidiary including all book debts and sources of revenue, all assets held in the Debt Service Reserve Fund and all material contracts; (iv) a floating charge on all present and future right and title to all real property interests and personal property not charged under the security described above now owned or later acquired by BC Ferries or a Designated Subsidiary; and (v) a guarantee from each Designated Subsidiary that is so designated from time to time. See ‘‘Capital Markets Platform — Indenture’’.

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