new 45milion lifeline, page-30

new debt structure should be expected latest 31 Jan

from last anno - key term of new 45 m interim loan

"? Definitive agreement for restructuring with the Ad-Hoc Group to be executed by 31 January 2014."

Annexure “A” – Key Loan Terms
? Initial drawdown of US$30 million.
? Subsequent drawdowns of US$5 million each to be disbursed on or about 31 January 2014, 14 February 2014 and 21 February 2014.
? Interest rate of 3.5% per annum, payable in kind at the end of each calendar quarter, plus:
o an original issue discount of 16.25% of the US$45 million of total commitments, payable upon the first disbursement; and
o an upfront fee of 16.25% of the US$45 million of total commitments payable in kind
upon the first disbursement.
? The Loan is guaranteed by Mirabela’s subsidiaries.
? The Loan is secured by an Australian law general security agreement and share pledge over the quota of the Company’s Brazilian subsidiary, Mirabela Brasil, plus a suite of Brazilian security documents, including fiduciary assignments over Mirabela Brasil’s mineral rights contract (subject to necessary consents), moveable assets, inventories, unencumbered receivables and intercompany loans and a mortgage over Mirabela Brasil’s real property.
? The Loan is repayable on the earlier to occur of a successful recapitalisation and 28 March 2014 (subject to an agreement to extend the maturity date if the recapitalisation is agreed but not completed by this date).
? The Brazilian security package must be perfected by 7 February 2014, subject to limited exceptions.
? Lenders have the right to appoint an observer to Mirabela’s Board.
? Lenders to have the exclusive right for 60 days after the first draw down to work with Mirabela to determine a recapitalisation plan (subject to fiduciary duty exceptions).
? Definitive agreement for restructuring with the Ad-Hoc Group to be executed by 31 January 2014.
? Events of default include, among others:
o failure to comply with milestone dates;
o termination of forbearance arrangements with other creditors;
o failure to make payments when due; and
o change of control.