Annual Report 2009 - Greentown China Holdings Limited

Notes to the Consolidated Financial Statements
For The Year Ended 31 December 2009
29. SENIOR NOTES
On 10 November 2006, the Company issued senior notes in an aggregate principal amount of USD400,000,000.
The senior notes are designated for trading in the National Association of Securities Dealer Inc.’s PORTAL market
and are listed on the Singapore Exchange Securities Trading Limited. The senior notes carry interest at the rate
of 9% per annum, payable semi-annually in arrears, and will mature on 8 November 2013, unless redeemed
earlier.
The principal terms of the senior notes are as follows:
The senior notes are:
(i)
(ii)
(iii)
(iv)
(v)
general obligations of the Company;
guaranteed by the Subsidiary Guarantors, subsidiaries other than those organised under the laws of the
PRC, on a senior basis, subject to certain limitations (the “Subsidiary Guarantees”);
senior in right of payment to any existing and future obligations of the Company expressly subordinated
in right of payment to the senior notes;
at least pari passu in right of payment with all other unsecured, unsubordinated indebtedness of the
Company (subject to any priority rights of such unsubordinated indebtedness pursuant to applicable
law); and
effectively subordinated to all existing and future obligations of the Non-Guarantor Subsidiaries,
subsidiaries organised under the laws of the PRC.
After the charge of the Collateral (as defined below) by the Company and the Subsidiary Guarantor Chargor (as
defined below) and subject to certain limitations, the senior notes will:
(i)
(ii)
(iii)
be entitled to a first priority lien on the Collateral charged by the Company and the Subsidiary Guarantor
Chargor (subject to any permitted liens);
rank effectively senior in right of payment to unsecured obligations of the Company with respect to the
value of the Collateral charged by the Company securing the senior notes; and
rank effectively senior in right of payment to unsecured obligations of the Subsidiary Guarantor Chargors
with respect to the value of the Collateral charged by each Subsidiary Guarantor Chargor securing the
senior notes (subject to priority rights of such unsecured obligations pursuant to applicable law).
The Company has agreed, for the benefit of the holders of the senior notes, to charge, or cause the initial
Subsidiary Guarantor Chargor to charge, as the case maybe, the capital stock of each initial Subsidiary Guarantor
(collectively, the “Collateral”) in order to secure the obligations of the Company under the senior notes and
the indenture and of the Subsidiary Guarantor Chargor under its Subsidiary Guarantee. The initial Subsidiary
Guarantor Chargor will be Richwise. The Collateral securing the senior notes and the Subsidiary Guarantees may
be released or reduced in the event of certain asset sales and certain other circumstances.
Greentown China Holdings Limited Annual Report 2009 163